8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 20, 2007

SENTRA CONSULTING CORP.

(Exact name of Registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 333-140572 (Commission File Number) 20-5297544 (IRS Employer Identification No.)

Sentra Consulting Corp.

466 Central Avenue, Suite 200

Cedarhurst, New York 11516

(Address of principal executive offices)

(516) 301-3939

(Registrant's Telephone Number, Including Area Code)

______________________________________________

(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 (see General Instruction A.2. below):

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

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

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

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

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On August 20, 2007, Karat Platinum, LLC (“Karat Platinum”) issued a Secured Promissory Note to Sentra Consulting Corp. (the “Company”) in the original principal amount of $450,000. This Secured Promissory Note is in addition to the Secured Promissory Notes previously issued by Karat Platinum to the Company (collectively, the “Karat Notes”). As of August 24, 2007, the Company has loaned Karat Platinum an aggregate of $1,410,000, and may advance additional sums to Karat Platinum.

On August 22, 2007, Karat Platinum and the Company amended the General Security Agreement dated July 11, 2007, by and between Karat Platinum and the Company (the “Amended Security Agreement”). The Amended Security Agreement grants the Company a continuing lien and first priority security interest in all of the assets and personal property of Karat Platinum, and secures the current obligations of Karat Platinum to the Company, as well as any other future advances the Company may make to Karat Platinum up to an aggregate amount of $4,500,000.

For all the terms and conditions of the Secured Promissory Note issued by Karat Platinum to the Company dated August 20, 2007, reference is hereby made to such note annexed hereto as Exhibit 10.9. For all the terms and conditions of the Amended Security Agreement between Karat Platinum and the Company, reference is hereby made to such Amended Security Agreement annexed hereto as Exhibit 10.10. For all the terms and conditions of the Security Agreement between Karat Platinum and the Company, reference is hereby made to such Security Agreement which was annexed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2007. All statements made herein concerning the foregoing are qualified by reference to said exhibits.

Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

The Company’s Articles of Incorporation (the “Articles”) authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.001 per share. The Articles expressly grant the Company’s Board of Directors the authority to issue the preferred shares in one or more series and to designate the rights, preferences and limitation of each series.

On August 20, 2007, and in accordance with the provisions of the Articles, the Company filed a Certificate of Designation with the Secretary of State of Nevada (the “Certificate”) authorizing and creating a series of 3,000 shares of preferred stock which the Company designated as Series A Convertible Preferred Stock (the “Series A Preferred”).

Each share of Series A Preferred shall, at the option of the holder thereof, at any time and from time to time after the 90^th day a share of Series A Preferred is issued, be convertible into shares of fully paid and non-assessable shares of common stock of the Company. Each share of Series A Preferred is convertible into the amount of shares of common stock as is calculated by dividing the original issue price of the Series A Preferred (currently $1,000) by the lower of (i) $0.50 per share, as adjusted, and (ii) the daily volume weighted average market price of the common stock for the 30 trading days prior; provided, however, that this number shall not be less than $0.20 per share. The holders of the Series A Preferred shall be entitled to receive dividends, on an as-converted basis when, as, and if paid on the common stock. Each holder of Series A Preferred shall have a right to purchase their respective pro rata portion of all, or any part, of common stock and securities convertible into common stock, subject to certain exceptions, that the Company may propose to issue. Each holder of Series A Preferred shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of Series A Preferred could be converted and shall have voting rights and powers equal to the voting rights and powers of the common stock. The holders of Series A Preferred vote together with the holders of the common stock as a single class.

On August 20, 2007, the Company accepted its first subscription for Series A Preferred by accepting a subscription, from an accredited investor, for 450 shares of the Company’s Series A Preferred stock. The purchase price paid to the Company for such shares was $1,000 per share, amounting in the aggregate to $450,000. The Company is offering its Series A Preferred pursuant to Section 4(2) of the Securities Act of 1933. All subscriptions for shares of Series A Preferred will be evidenced by a subscription agreement, in which the subscribers represent to the Company that the subscriber was an accredited investor (as such term is defined under Rule 501 of Regulation D), and the transaction did not involve any form of general solicitation or advertising.

For all the terms and provisions of the Series A Preferred, reference is hereby made to the Certificate of Designation annexed hereto as Exhibit 4.3. For all the terms and conditions of the above-referenced subscription agreement, reference is hereby made to the form of such agreement annexed hereto as Exhibits 10.11. All statements made herein concerning the foregoing are qualified by references to said exhibit.

Section 5 - Corporate Governance and Management

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth above under Item 3.02 (Unregistered Sales of Equity Securities) is hereby incorporated by reference into this Item 5.03.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of business acquired.        Not applicable

(b) Pro forma financial information.Not applicable

(c) Exhibits

4.3 Certificate of Designation for the Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on August 20, 2007.

10.9 Secured Promissory Note, dated August 20, 2007, between Karat Platinum LLC and Sentra Consulting Corp.

10.10 Amended Security Agreement between Karat Platinum LLC and Sentra Consulting Corp. dated August 22, 2007.

10.11 Form of the Regulation D Subscription Agreement and Investment Representation for the Series A Convertible Preferred Stock.

SIGNATURES

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.

Date: August 24, 2007

SENTRA CONSULTING CORP.

(Registrant)

By:      /s/ Philip Septimus

Name: Philip Septimus

Title:   President and Director (Principal Executive, Financial, and Accounting Officer)

EX-4.3

ATTACHMENT TO THE

CERTIFICATE OF DESIGNATION OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

SENTRA CONSULTING CORP.

It is hereby certified that:

a)The name of the corporation (hereinafter called the “Company) is Sentra Consulting Corp.

b)The articles of incorporation of the Company authorizes issuance of 10,000,000 shares of preferred stock, par value $0.001 per share, and expressly vests in the Board of Directors of the Company the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, with each such series to have such designation, relative rights, preferences or limitations, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Company.

c)The Board of Directors of the Company, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series A issue of convertible Preferred Stock:

RESOLVED, that there be and hereby is authorized and created a series of preferred stock, hereby designated as the Series A Convertible Preferred Stock, which shall have the voting powers, designations, preferences and relative participating, optional or other rights, if any, or the qualifications, limitations, or restrictions, set forth in such articles of incorporation and in addition thereto, those following:

1.Designation and Amount. The preferred stock subject hereof shall be designated Series A Convertible Preferred Stock (“Series A Preferred”), and the number of shares constituting Series A Preferred shall be three thousand (3,000). No other shares of preferred stock shall be designated as Series A Preferred.

2.Dividends. Dividends may be paid on the Series A Preferred as and when declared by the Board of Directors. The dividends shall be distributed among the holders of the Series A Preferred and the Company’s common stock, par value $0.001 (the “Common Stock”), pro rata in proportion to the total number of shares of Common Stock held by each holder (assuming the conversion into Common Stock of all outstanding shares of Series A Preferred).

3.Conversion. The holders of the Series A Preferred shall have conversion rights as follows (the “Conversion Rights”):

(a)Right to Convert. At the option of the holder thereof, at any time and from time to time, each share of Series A Preferred shall be convertible into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price (as defined below) by the lower of (i) a conversion price of $0.50 per share as adjusted as provided herein (the “Conversion Price”), or (ii) the daily volume weighted average market price of the Common Stock as quoted by Bloomberg, LP for the 30 trading days immediately preceding the Conversion Date (as defined below) less a 10% discount thereof, provided, however, that under no circumstances shall said number be reduced to less than $0.20 per share. The Original Issue Price for each share of Series A Preferred shall be one thousand dollars ($1,000) per share.

Notwithstanding anything contained herein to the contrary, the holder shall not be entitled to convert any Series A Preferred until the 90^th day after the issuance date of the Series A Preferred.

(b)Mechanics of Conversion.Before any holder of Series A Preferred shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the Series A Preferred, and shall give written notice to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred to be converted (the “Conversion Date”), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposed as the record holder or holders of such shares of Common Stock as of such date. All shares of Series A Preferred which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor.

(c)Conversion Price Adjustments of Series A Preferred for Certain Splits and Combinations. The Conversion Price of the Series A Preferred shall be subject from time to time as follows:

(i)Stock Splits, Etc. In the event the Company should at any time or from time to time after the date upon which any shares of the Series A Preferred were first issued (the “Purchase Date”) fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or for the determination of the outstanding shares of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock without payment of any consideration by such holder for the additional shares of Common Stock, then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Price in effect immediately prior to such split, subdivision, dividend or other distribution, as the case may be, shall be adjusted appropriately.

2

(ii)Other Distributions. In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company to other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 3(c)(i), then, in each such case for the purpose of this subsection (ii), the holders of the Series A Preferred shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Company into which their shares of Series A Preferred are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

(iii)Recapitalizations. In the event there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in Section 3), provision shall be made so that the holders of the Series A Preferred shall thereafter be entitled to receive upon conversion of the Series A Preferred the number of shares of stock or other securities or property of the Company or otherwise, which a holder of Common Stock deliverable upon conversion immediately prior to such recapitalization would have been entitled to receive on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3 with respect to the rights of the holders of the Series A Preferred after the recapitalization to the end that the provisions of this Section 3 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Series A Preferred) shall be applicable after that event as nearly equivalently as may be practicable.

(d)Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock.In the event that the Company shall issue Additional Shares of Common Stock (as defined below) without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such issue, then and in such event such Conversion Price shall be reduced, concurrently with such issue, to such issuance price, which thereafter shall be the Conversion Price, provided,however, that in no event shall the Conversion Price shall less than $0.20 per share. No adjustment in the Conversion Price shall be made in respect of the issuance of Additional Shares of Common Stock unless the consideration per share for an Additional Share of Common Stock issued or deemed to be issued by the Company is less than the Conversion Price in effect on the date of, and immediately prior to such issue.

(i)Definition of Additional Shares of Common Stock. Additional Shares of Common Stock shall mean all shares of Common Stock issued (or deemed to be issued pursuant to Section 3(d)(ii)) by the Company after the Purchase Date, other than shares of Common Stock issued, issuable or, deemed to be issued:

3

1) upon conversion of shares of the Series A Preferred;

2) to officers, directors, or employees of, or consultants to, the Company pursuant to stock grant, option plan or other stock incentive program or arrangement approved by the Board of Directors for employees, officers, directors or consultants of the Company;

3) as a dividend or distribution on the Series A Preferred;

4) in connection with any transaction for which adjustment is made pursuant to Section 3 hereof;

5) securities of the Company issued to a Strategic Investor. As used herein, the term “Strategic Investor” shall mean that a majority of the Company’s Board of Directors determines that such investor is a strategic investor; and

6) securities of the Company issued pursuant to an offering to all of the then current stockholders of the Company pro-rata to the number of shares of the Company held by such stockholders (assuming the conversion into Common Stock of all the then outstanding shares of Series A Preferred).

(ii)Options and Convertible Securities. In the event that the Company at any time after the Purchase Date shall issue any rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock (“Options”) or any evidences of indebtedness, preferred stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities and the exercise or conversion price of said Options or Convertible Securities is less than the Conversion Price, then the issuance of such Options or Convertible Securities shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

1)the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options or Convertible Securities shall be deemed to have been issued for a consideration equal to the consideration received by the Company for the issuance of such Options or Convertible Securities as the case may be, plus the exercise price provided for in such Options or Convertible Securities for the Common Stock covered thereby;

2)no further adjustment in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities, in each case, pursuant to their respective terms;

4

3)if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

4)upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:

(A)in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common issued were shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and

(B)in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issue of the Convertible Securities with respect to which such Options were actually exercised.

(e)No Impairment. The Company will not, by amendment of its Article of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred against impairment.

5

(f)No Fractional Shares and Certificate as to Adjustment. No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Series A Preferred pursuant to this Section 3, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

(g)Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Series A Preferred, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right. Any notice required by the provisions of this Section 3 to be given to the holders of shares of Series A Preferred shall be deemed given within ten (10) days of deposit in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company.

(h)Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred, in addition to such other remedies as shall be available to the holder of such Series A Preferred, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of common stock to such number of shares as shall be sufficient for such purposes.

4.Voting Rights.Except as otherwise provided herein or by law, each holder of shares of Series A Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series A Preferred could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class). The holders of Series A Preferred shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company and applicable law. Fractional votes shall not, however, be permitted, and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series A Preferred held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). Each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held.

6

Notwithstanding anything contained herein to the contrary, the Company shall not, without the approval by vote or written consent of the holders of the majority of the Series A Preferred then outstanding: (i) amend its Certificate of Incorporation in any manner that would alter or change the rights, preferences, privileges or restrictions of the Series A Preferred, so as to materially adversely affect such Series A Preferred; (ii) reclassify any outstanding shares of securities of the Company into shares having rights, preferences or privileges senior to or on a parity with the Series A Preferred; or (iii) authorize any other equity security, including any other security convertible into or exercisable for any equity security, having rights or preferences senior to or being on a parity with the Series A Preferred as to dividend rights or liquidation or voting preferences.

5.Right of First Purchase. Each holder of Series A Preferred shall have a right to purchase their respective pro rata portion of all, or any part, of New Securities (as defined below) that the Company may, from time to time, propose to sell and issue. This right of first offer shall be subject to the following provisions:

(a)“New Securities” shall mean any shares of common or preferred stock of any kind of the Company, whether now or hereafter authorized, and rights, options, or warrants to purchase said shares of common or preferred stock, and securities of any type whatsoever that are, or may become, convertible into said shares of common or preferred stock; provided, however, that "New Securities" shall not include shares issued: (i) pursuant to the conversion or exercise of convertible or exercisable securities so long as this preemptive right in this Section 5 applied with respect to the initial sale or grant by the Company of such security; (ii) to officers, directors or employees of, or consultants to, the Company pursuant to a stock grant, option plan or purchase plan or other stock incentive program or arrangement approved by the Board of Directors; (iii) in connection with stock splits, stock dividends and similar events; (iv) upon the exercise of warrants, options, notes or other rights to acquire securities of the Company which were outstanding as of the date of the Purchase Date; or (v) in connection with the acquisition of another corporation, business entity or line of business of another business entity by the Company by merger, consolidation, purchase of all or substantially all of the assets and/or shares, or other reorganization as a result of which the Company owns more than fifty percent (50%) of the voting power of such corporation.

7

(b)If the Company proposes to issue New Securities, it shall give each holder of Series A Preferred written notice (the “Rights Notice”) of its intention thereof, describing the New Securities, the price, the general terms upon which the Company proposes to issue them, and the number of shares that each holder has the right to purchase under this Section 5. Each holder shall have ten (10) days from delivery of the Rights Notice to agree to purchase (i) all or any part of its pro-rata share of such New Securities and (ii) all or any part of the pro-rata share of any other holder of Series A Preferred (including for this purpose any permitted transferee of the Series A Preferred holder) entitled to such rights to the extent that such other holder does not elect to purchase its full pro-rata share, in each case for the price and upon the general terms specified in the Rights Notice, by giving written notice to the Company setting forth the quantity of New Securities to be purchased. If the holders who elect to purchase their full pro-rata shares also elect to purchase in the aggregate more than one hundred percent (100%) of their pro-rata share of the New Securities, such New Securities shall be sold to such holders of Series A Preferred in accordance with their respective pro-rata share. The consummation of such purchase by the holder must occur no later than twenty-one (21) days from the date of the delivery of the Rights Notice.

(c)If the holders of the Series A Preferred fail to exercise in full the preemptive right within the period or periods specified in Section 5(b), the Company shall have one hundred twenty (120) days after delivery of the Rights Notice to sell the unsold New Securities at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. If the Company has not sold the New Securities within said one hundred twenty (120) day period the Company shall not thereafter issue or sell any New Securities without first offering such securities to the holders of the Series A Preferred in the manner provided above.

(d)Notwithstanding any provision in this Section 5 to the contrary, any holder of Series A Preferred which chooses to exercise the right of first offer set forth in this Section 5 may designate as purchasers under such right itself or its partners or affiliates in such proportions as it deems appropriate.

6.Preference and Participation Upon Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, each holder of Series A Preferred shall be entitled to receive, out of the assets of the Company available for distribution, an aggregate amount equal to the Original Issue Price plus the sum of any accrued but unpaid cumulative dividends (the “Preference Amount”) in preference to any distribution to the holders of Common Stock. After the payment of the Preference Amount to the holders of Series A Preferred, the remaining assets will be distributed among and paid to the holders of the Series A Preferred (assuming the conversion into Common Stock of all then outstanding shares of Series A Preferred) and the holders of the Common Stock on a pro rata basis. For purposes of this Section 6, a liquidation, dissolution or winding up of the Company shall be deemed to be occasioned by, or to include (i) the sale, conveyance, exchange or transfer of all or substantially all of the property or assets of the Company or (ii) the acquisition of the Company by any other person by means of consolidation or merger of the Company with or into one or more persons (excluding any merger of the Company for the purpose of changing the domicile of the Company); unless, in either event, the Company’s stockholders of record immediately prior to such acquisition or sale will, immediately after such acquisition or sale, hold at least 50% of the voting power of the surviving entity.

8

7.Redemption.At any time following the two-year anniversary of the Purchase Date, the Company shall have the right, upon 10-days prior notice to the holders of the Series A Preferred, to (i) redeem all of the issued and outstanding Series A Preferred at a redemption price equal to the Original Issue Price or (ii) convert all the issued and outstanding shares of Series A Preferred to Common Stock at the then applicable conversion rate as set forth in Section 3.

8.Status of Acquired Shares. Shares of Series A Preferred acquired by the Company shall be restored to the status of authorized but unissued shares of capital stock, without designation as to series, and, subject to the other provisions hereof, may thereafter be issued.

9.Other Preferences. The shares of the Series A Preferred shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Company.

9

EX-10.9

SECURED PROMISSORY NOTE

$450,000.00 August 20, 2007

FOR VALUE RECEIVED, the undersigned, KARAT PLATINUM LLC,(the “Maker”), promises to pay to SENTRA CONSULTING CORP., (the “Payee”), on or before ninety (90) days from the date of this Note (the “Payment Date”) the principal sum of Four Hundred and Fifty Thousand and 00/100 ($450,000.00) Dollars (the “Principal Amount”), and all interest accrued thereon as provided herein.

Interest shall accrue on the unpaid balance of the Principal Amount at a rate of nine percent (9%) per annum (the “Interest Rate”). All interest payable hereunder shall be computed on the basis of actual days elapsed and shall be due and payable on the Payment Date.

Maker shall have the right to prepay all or any portion of the outstanding Principal Amount and accrued interest thereon at any time without penalty or premium. All payments hereunder when paid shall be applied first to the payment of all accrued interest and the balance shall be applied to the Principal Amount.

This Note shall be secured by all of Maker's right, title and interest, in and to any and all assets of Maker, whether now existing or hereafter arising or acquired, wherever located, together with all attachments, accessions and equipment now or hereafter affixed thereto or used in connection therewith, all substitutions and replacements thereof, all supporting obligations thereof, and all proceeds thereof, as provided pursuant to the General Security Agreement, dated July 11, 2007, as amended, and incorporated herein by reference.

Notwithstanding any provision contained herein, the total liability of Maker for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from Maker, and if any payments by Maker include interest in excess of such a maximum amount, Payee shall apply such excess to the reduction of the unpaid principal amount due pursuant hereto, or if none is due, such excess shall be refunded.

1. Events of Default. In case one or more of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:

a. Default in the payment, when due or declared due, of any principal or interest payments hereunder.

b. Maker makes a general assignment for the benefit of creditors; or, in the absence of such application, consent, acquiescence or action, a trustee, receiver or other custodian is appointed for Maker; or for a substantial part of the property of Maker; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is authorized or instituted by, or instituted against, Maker; or any warrant of attachment or similar legal process is issued against any substantial part of the property of Maker.

c. Any representation or warranty made by Maker under this Note shall be untrue or misleading in any material respect when made.

d. Maker shall have breached any of its covenants and agreements hereunder.

then, in each case where an Event of Default occurs, the Payee, by notice in writing to Maker shall inform Maker of such Event of Default and if such default is not cured within seven (7) business days from the date such notice is received by Maker, then Payee, may, at its option, declare the outstanding Principal Amount to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

2. General.

a. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Maker and Payee.

b. All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

(a)   If to the Maker:

Karat Platinum LLC

15 Hoover Street

Inwood, New York 11096

Attention: Chief Executive Officer

 (b) With copies to:

Horowtiz & Riser

30 Broad Street

New York, NY 10004

Attention: Sam Riser, Esq.

2

(c) If to Payee:

Sentra Consulting Corp.

466 Central Avenue, Suite 200

Cedarhurst, New York 11516

Attention: Chief Executive Officer

(c) With copies to:

David Lubin & Associates, PLLC

26 East Hawthorne Avenue

Valley Stream, NY 11580

Attn: David Lubin, Esq.

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt or (iii) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.

c. This Note is to be governed by and construed in accordance with the laws of the State of New York. In any action brought under or arising out of this Note, the Maker hereby consents to the in personam jurisdiction of any state or federal court sitting in New York, New York, waives any claim or defense that such forum is not convenient or proper, and consents to service of process by any means authorized by New York law.

d. Maker hereby waives presentment, demand for payment, protest, and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note and authorizes Payee, without notice or further consent, to grant extensions of time in the payment of any monies under this Note, and to waive compliance of any provision of this Note.

e. In the event of a default in the payment of this Note, Maker shall pay Payee's and expenses of collection, including attorneys’ fees and costs.

3

IN WITNESS WHEREOF, the undersigned has duly executed this Note on the date first set forth above.

KARAT PLATIINUM LLC

By:      /s/ David Neuberg         

Name: David Neuberg

Title:   Member

4

EX-10.10

AMENDMENT

TO THE

GENERAL SECURITY AGREEMENT

THIS AMENDMENT TO THE GENERAL SECURITY AGREEMENT is made and entered into as of August 22, 2007 (this “Amendment”) by and between Karat Platinum LLC (“Debtor”) and Sentra Consulting Corp. (“Secured Party”).

WITNESSETH

WHEREAS, Secured Party is making a series of loans to Debtor in the original principal amount of up to $1,200,000 which are secured pursuant to the terms and provisions of the General Security Agreement dated July 11, 2007 (the “Security Agreement”; capitalized terms used herein not otherwise defined shall have the meanings given to such terms in the Security Agreement);

WHEREAS, Debtor has requested, and Secured Party has agreed to make further advances to Debtor in the original principal amount of up to an aggregate of $4,500,000;

WHEREAS, the parties desire to amend certain provisions of the General Security Agreement pursuant to the terms and provisions contained in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.Principal Amount of Advances. The defined term “Notes” shall hereafter refer to all loans made and to be made by Secured Party to Debtor in the original principal amount of up to an aggregate of Four Million Five Hundred Thousand and 00/100 ($4,500,000) Dollars pursuant to one or more advances, and each advance will be evidenced by a promissory note (as each such promissory note may be amended, restated, modified, or otherwise supplemented from time to time);

2.Reference. On and after the date hereof, each reference in the Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Security Agreement in any other agreement, document or other instrument, shall mean, and be a reference to the Security Agreement, as amended by this Amendment.

3.Counterparts. This Amendment may be executed in one or more counterparts and by facsimile, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

4.Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.

5.Binding Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, representatives and the permitted successors and assigns of the parties hereto.

6.Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws rules applied in such state.

[Remainder of Page Intentionally Omitted; Signature Page to Follow]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Security Agreement as of the date first written above.

DEBTOR:

KARAT PLATINUM LLC

By:      /s/ David Neuberg____

Name:David Neuberg

Title:   Member

SECURED PARTY:

SENTRA CONSULTING CORP.

By:      /s/ Philip Septimus____

Name:Philip Septimus

Title:   President

2

EX-10.11

SENTRA CONSULTING CORP.

REGULATION D SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

SECTION 1

1.1Subscription.

The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase ____________ shares of Series A Convertible Preferred Stock (the “Preferred Stock”) of Sentra Consulting Corp., a Nevada corporation (the "Company"), in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The undersigned understands that the Preferred Stock is being sold in connection with an offering by the Company of up to 3,000 shares of Preferred Stock at $1,000 per share (the “Offering”).

The terms of the Preferred Stock are set forth in the Certificate of Designation of the Preferred Stock attached hereto.

1.2Purchase of Preferred Stock.

The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for the ____________ shares of Preferred Stock (the “Purchased Shares”) shall be ___________ dollars ($______). The undersigned further acknowledges that this subscription is irrevocable. The undersigned understands and acknowledges that for purposes of this Agreement, the term Purchased Shares shall include the underlying common stock of the Company into which the Preferred Stock may be converted, subject to the terms and provisions as set forth herein.

1.3Acceptance or Rejection.

(a)Payment has been made simultaneously herewith by either (i) wire transfer pursuant to instructions previously delivered to the undersigned or (ii) by check payable to Sentra Consulting Corp. in full payment of the Purchased Shares subscribed for (the “Subscription Payment”).

(b) The undersigned understands and agrees that the Company reserves the right to reject this subscription for the Purchased Shares if, in its reasonable judgment, it deems such action in the best interest of the Company, at any time prior to the Closing (as defined herein), notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's subscription. If the Company accepts a portion of the undersigned’s subscription, the Company will return or cause to be returned to the undersigned the purchase price remitted to the Company by the undersigned for the portion of the subscription rejected, without interest thereon or deduction therefrom, in exchange for the Purchased Shares.

(c)The undersigned acknowledges that the Company may terminate this Offering at any time.

(d)In the event the sale of the Purchased Shares subscribed for by the undersigned is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between the undersigned and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or cause to be returned to the undersigned the purchase price remitted to the Company by the undersigned, without interest thereon or deduction therefrom, in exchange for the Purchased Shares.

SECTION 2

2.1Closing

The closing (the "Closing") of the purchase and sale of the Purchased Shares, shall occur upon the acceptance by the Company of the undersigned's subscription, as evidenced by the Company's execution of this Subscription Agreement.

SECTION 3

3.1Investor Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

(a)Investment Purposes. The undersigned is acquiring the Purchased Shares for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part in any transactions that would be in violation of the Securities Act or any state securities or “blue-sky” laws. No other person has a direct or indirect beneficial interest in, and the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to, the Purchased Shares or any part of the Purchased Shares for which the undersigned is subscribing that would be in violation of the Securities Act or any state securities or “blue-sky” laws.

(b)Authority. The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.

(c)No General Solicitation. The undersigned is not subscribing for the Purchased Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any solicitation of a subscription by a person previously not known to the undersigned in connection with investment securities generally.

-2-

(d)No Obligation to Register Shares. The undersigned understands that the Company is under no obligation to register the Purchased Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.

(e)Investment Experience. The undersigned, or the undersigned’s professional advisors, has such knowledge and experience in finance, securities, taxation, investments and other business matters as to evaluate investments of the kind described in this Agreement. By reason of the business and financial experience of the undersigned or his/her professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), can protect his own interests in connection with the transactions described in this Agreement, and is able to afford the entire loss of his investment in the Purchased Shares.

(f)Exemption from Registration. The undersigned acknowledges his understanding that the offering and sale of the Purchased Shares is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company and its affiliates as follows:

(i) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Purchased Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;

(ii) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company; and

(iii) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares; and

(iv) The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Purchased Shares, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.

-3-

(v) The undersigned has carefully reviewed all of the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(g)Economic Considerations. The undersigned is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The undersigned has relied solely on its own advisors.

(h)No Other Company Representations. No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Purchased Shares the undersigned is not relying upon any representations other than those contained herein.

(i) Resales; Legend. Any resale of the Purchased Shares shall only be made in compliance with exemptions from registration afforded by the Securities Act and the rules and regulations promulgated thereunder. The undersigned will not offer to sell or sell the Purchased Shares in any jurisdiction unless the undersigned obtains all required consents, if any. Certificates evidencing the Purchased Shares may bear the following legend, including without limitation, any legend required by the laws of the jurisdiction in which the undersigned resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the Securities and Exchange Commission under the Securities Act:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.”

The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Purchased Shares set forth in this Section.

(j)Applicability of Exemption. The undersigned understands that the Purchased Shares are being offered and sold to him in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation D promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the applicability of such exemptions and the suitability of the undersigned to acquire the Purchased Shares.

-4-

(k)Accredited Investor. The undersigned is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3).

(l)Potential Loss of Investment. The undersigned understands that an investment in the Purchased Shares is a speculative investment which involves a high degree of risk and the potential loss of his entire investment.

(m)Investment Commitment. The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Purchased Shares will not cause such overall commitment to become excessive.

(n)Receipt of Information. The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned.

(o)Review of SEC Documents.  The undersigned has reviewed or received copies of all reports and other documents filed by the Company and its officers and directors with the Securities and Exchange Commission and any other documents or information requested by the undersigned. 

(p)Investor Questionnaire. The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously provided to the Company (the “Investor Questionnaire”), is correct and complete as of the date hereof.

(q)No Reliance. Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Purchased Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Purchased Shares and on that basis believes that his or its investment in the Purchased Shares is suitable and appropriate for the undersigned.

(r)No Governmental Review. The undersigned is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Preferred Stock or the Company, or (iii) guaranteed or insured any investment in the Purchased Shares or any investment made by the Company.

-5-

(s) Price of Preferred Stock. The undersigned understands that the price of the Preferred Stock offered hereby bear no relation to the assets, book value or net worth of the Company and were determined arbitrarily by the Company. The undersigned further understands that there is a substantial risk of further dilution on the undersigned’s investment in the Company.

(t) Confidentiality.The undersigned expressly acknowledges and agrees that this Agreement and any related confidential correspondence from the Company, including without limitation material regarding Karat Platinum, LLC, are to be held in strict confidence and not disclosed to any party without prior approval of the Company. The Company, in its sole and absolute discretion, shall determine the form, timing and contents of announcements and disclosures regarding the proposed transactions as required by SEC disclosure rules. In the event of a breach or threatened breach or intended breach of this Agreement by the undersigned, the Company, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach.

SECTION 4

4.1 Company Representations and Warranties.The Company represents and warrants to the undersigned as follows:

(a)Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

(b)Authority. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Preferred Stock; (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required; and (iii) this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

(c)Exemption from Registration; Valid Issuances. The sale and issuance of the Purchased Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Purchased Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Purchased Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Purchased Shares or any of the assets of the Company, or (ii) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Purchased Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

-6-

(d)No General Solicitation or Advertising in Regard to this Transaction. Neither the Company nor any of its affiliates nor any person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to any of the Preferred Stock, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Common Stock under the Securities Act.

(e) Description of the Company’s Capital Stock. At Closing, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of common stock, $0.001 par value per share, of the Company, and (ii) 10,000,000 shares of preferred stock, $0.001 par value per share, of the Company of which 3,000 shares have been designated as Preferred Stock. As of July 31, 2007, on a pro forma basis, assuming the Preferred Stock offered in this Offering are fully subscribed for, the issued and outstanding capital stock of the Company would consist of: (i) 3,125,000 shares of Common Stock, (ii) 96,000 common stock purchase warrants, convertible into 96,000 shares of Common Stock, and (iii) 3,000 shares of Preferred Stock, convertible into 6,000,000 shares of Common Stock, assuming that the conversion price is $0.50.

SECTION 5

5.1Indemnity. The undersigned agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

5.2Modification. Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

-7-

5.3Notices. Any notice, demand or other communication which a party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.

5.4Counterparts. This Agreement may be executed through the use of separate signature pages or in any number of counterparts and by facsimile, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Signatures may be facsimiles.

5.5Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.

5.6Entire Agreement. This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.

5.7Assignability. This Agreement is not transferable or assignable by the undersigned, and any such attempted assignment shall be null and void and of no force or effect.

5.8Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles.

5.9Pronouns. The use herein of the masculine pronouns "him" or "his" or similar terms shall be deemed to include the feminine and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well.

[Remainder of this page intentionally left blank; signature pages to follow]

-8-

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the day of ________, 2007.

Amount of Investment:

$_____________________

INDIVIDUAL INVESTOR:

______________________

Name:

PARTNERSHIP, CORPORATION, TRUST,

CUSTODIAL ACCOUNT, OTHER INVESTOR

___________________________

(Print Name of Entity)

By:__________________

Name:

Title:

Address:

Taxpayer Identification Number:_____________

-9-

ACCEPTANCE OF SUBSCRIPTION

(to be filed out only by the Company)

The undersigned hereby accepts the above application for subscription for Purchased Shares on behalf of the Company.

Accepted for Number of Shares

	SENTRA CONSULTING CORP.
Dated: ____________ ___, 2007	By:______________________________ Name: Title:

-10-

SENTRA CONSULTING CORP.

INVESTOR QUESTIONNAIRE

A.	General Information
1.	Print Full Name of Investor:	Individual:
		____________________________________
		First, Middle, Last
		Partnership, Corporation, Trust, Custodial Account, Other:
		____________________________________
		Name of Entity
2.	Address for Notices:	____________________________________
		____________________________________
		____________________________________
3.	Name of Primary Contact Person: Title:	____________________________________
4.	Telephone Number:	____________________________________
5.	E-Mail Address:	____________________________________
6.	Facsimile Number: Permanent Address:	____________________________________
7.	Permanent Address: (if different from Address for Notices above)	____________________________________

-11-

8.	Authorized Signatory: Title:	____________________________________ ____________________________________
	Telephone Number:	____________________________________
	Facsimile Number:	____________________________________
9.	U.S. Investors Only: U.S. Taxpayer Identification or Social Security Number:	____________________________________

B.Accredited Investor Status

The Investor represents and warrants that the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and has checked the box or boxes below which are next to the categories under which the Investor qualifies as an accredited investor:

FOR INDIVIDUALS:
o	A natural person with individual net worth (or joint net worth with spouse) in excess of $1 million. For purposes of this item, “net worth” means the excess of total assets at fair market value, including home, home furnishings and automobiles (and including property owned by a spouse), over total liabilities.
o	A natural person with individual income (without including any income of the Investor’s spouse) in excess of $200,000, or joint income with spouse of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year.
FOR ENTITIES:
o	A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
o	An insurance company as defined in Section 2(13) of the Securities Act.

-12-

o A broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

o An investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). If an Investor has checked this box, please contact David Lubin, Esq., attorney for the Company, (516) 887-8200 for additional information that will be required.

o A business development company as defined in Section 2(a)(48) of the Investment Company Act.

o A small business investment company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

o A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. If an Investor has checked this box, please contact David Lubin, Esq., attorney for the Company, (516) 887-8200, for additional information that will be required.

o An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Purchased Shares, with total assets in excess of $5 million.

o A trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the Purchased Shares, whose purchase is directed by a person with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and the purchase of the Purchased Shares.

o An employee benefit plan within the meaning of ERISA if the decision to invest in the Purchased Shares is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

o A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if the plan has total assets in excess of $5 million.

-13-

o An entity, including a grantor trust, in which all of the equity owners are accredited investors as determined under any of the foregoing paragraphs (for this purpose, a beneficiary of a trust is not an equity owner, but the grantor of a grantor trust is an equity owner).

C.Supplemental Data for Entities

1.If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire):

Legal form of entity (trust, corporation, partnership, etc.): _________________________

Jurisdiction of organization: ________________________________________________

2. Was the Investor organized for the specific purpose of acquiring the Purchased Shares?

o Yes o No

If the answer to the above question is “Yes,” please contact David Lubin, Esq., attorney for the Company, (516) 887-8200, for additional information that will be required.

3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)?

o Yes o No

If the answer to the above question is “Yes,” please contact David Lubin, Esq., attorney for the Company, (516) 887-8200, for additional information that will be required.

4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

o Yes o No

-14-

4(b).If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA.

o Yes o No

4(c.)If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Purchased Shares is subject to ERISA. ___________%.

5. Does the amount of the Investor’s subscription for the Purchased Shares in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor?

o Yes o No

If the question above was answered “Yes,” please contact David Lubin, Esq., attorney for the Company, (516) 887-8200, for additional information that will be required.

6(a).Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof?

o Yes o No

-15-

6(b). If the question above was answered “Yes,” was the Investor formed prior to April 30, 1996?

o Yes o No

If the questions set forth in (a) and (b) above were both answered “Yes,” please contact David Lubin, Esq., attorney for the Company, (516) 887-8200, for additional information that will be required.

7(a).Is the Investor a grantor trust, a partnership or an S-Corporation for US federal income tax purposes?

o Yes o No

7(b).If the question above was answered “Yes,” please indicate whether or not:

(i) more than 50 percent of the value of the ownership interest of any beneficial owner in the Investor is (or may at any time during the term of the Company be) attributable to the Investor’s (direct or indirect) interest in the Company; or

o Yes o No

(ii) it is a principal purpose of the Investor’s participation in the Company to permit the Partnership to satisfy the 100 partner limitation contained in US Treasury Regulation Section 1.7704-1(h)(3).

o Yes o No

If either question above was answered “Yes,” please contact David Lubin, Esq., attorney for the Company, (516) 887-8200, for additional information that will be required.

8.If the Investor’s tax year ends on a date other than December 31, please indicate such date below:

(Date)

D.Related Parties

1.To the best of the Investor’s knowledge, does the Investor control, or is the Investor controlled by or under common control with, any other investor in the Company?

o Yes o No

If the answer above was answered “Yes”, please identify such related investor(s) below.

-16-

Name(s) of related investor(s): _______________________________-

2.Will any other person or persons have a beneficial interest in the Purchased Shares to be acquired hereunder (other than as a shareholder, partner, or other beneficial owner of equity interest in the Investor)?

o Yes o No

If either question above was answered “Yes”, please contact David Lubin, Esq., attorney for the Company, (516) 887-8200, for additional information that will be required.

The Investor understands that the foregoing information will be relied upon by the Company for the purpose of determining the eligibility of the Investor to purchase the Purchased Shares. The Investor agrees to notify the Company immediately if any representation or warranty contained in this Subscription Agreement, including this Investor Questionnaire, becomes untrue at any time. The Investor agrees to provide, if requested, any additional information that may reasonably be required to substantiate the Investor’s status as an accredited investor or to otherwise determine the eligibility of the Investor to purchase the Purchased Shares. The Investor agrees to indemnify and hold harmless the Company and each officer, director, shareholder, agent and representative of the Company and their respective affiliates and successors and assigns from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained herein.

INDIVIDUAL:

(Signature)

(Print Name)

PARTNERSHIP, CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

(Name of Entity)

By:                                                                                                                  

(Signature)

(Print Name and Title)

-17-

Annex 1

DEFINITION OF “INVESTMENTS”

The term “investments” means:

1) Securities, other than securities of an issuer that controls, is controlled by, or is under common control with, the Investor that owns such securities, unless the issuer of such securities is:

(i)   An investment company or a company that would be an investment company but for the exclusions or exemptions provided by the Investment Company Act, or a commodity pool; or

(ii)   a Public Company (as defined below);

(iii)   A company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the Investor acquires Purchased Shares;

2) Real estate held for investment purposes;

3) Commodity Shares (as defined below) held for investment purposes;

4) Physical Commodities (as defined below) held for investment purposes;

5) To the extent not securities, Financial Contracts (as defined below) entered into for investment purposes;

6) In the case of an Investor that is a company that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, or a commodity pool, any amounts payable to such Investor pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon the demand of the Investor; and

7) Cash and cash equivalents held for investment purposes.

Real Estate that is used by the owner or a Related Person (as defined below) of the owner for personal purposes, or as a place of business, or in connection with the conduct of the trade or business of such owner or a Related Person of the owner, will NOT be considered Real Estate held for investment purposes, provided that real estate owned by an Investor who is engaged primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be held for investment purposes. However, residential real estate will not be deemed to be used for personal purposes if deductions with respect to such real estate are not disallowed by section 280A of the Internal Revenue Code of 1986, as amended.

-18-

A Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by the Investor who is engaged primarily in the business of investing, reinvesting, or trading in Commodity Shares, Physical Commodities or Financial Contracts in connection with such business may be deemed to be held for investment purposes.

“Commodity Shares” means commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of:

(i)   Any contract market designated for trading such transactions under the Commodity Exchange Act and the rules thereunder; or

(ii)   Any board of trade or exchange outside the United States, as contemplated in Part 30 of the rules under the Commodity Exchange Act.

“Public Company” means a company that:

(i)   files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; or

(ii)   has a class of securities that are listed on a Designated Offshore Securities Market, as defined by Regulation S of the Securities Act.

“Financial Contract” means any arrangement that:

(i)   takes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets;

(ii)   is in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and

(iii)   is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counterparty to such arrangement.

-19-

“Physical Commodities” means any physical commodity with respect to which a Commodity Interest is traded on a market specified in the definition of Commodity Shares above.

“Related Person” means a person who is related to the Investor as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Investor, or is a spouse of such descendant or ancestor, provided that, in the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person of such an owner. “Family Company” means a company that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established for the benefit of such persons.

For purposes of determining the amount of investments owned by a company, there may be included investments owned by majority-owned subsidiaries of the company and investments owned by a company (“Parent Company”) of which the company is a majority-owned subsidiary, or by a majority-owned subsidiary of the company and other majority-owned subsidiaries of the Parent Company.

In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investment held jointly with such person’s spouse, or investments in which such person shares with such person’s spouse a community property or similar shared ownership interest. In determining whether spouses who are making a joint investment in the Partnership are qualified purchasers, there may be included in the amount of each spouse’s investments any investments owned by the other spouse (whether or not such investments are held jointly). There shall be deducted from the amount of any such investments any amounts specified by paragraph 2(a) of Annex 2 incurred by such spouse.

In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investments held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of such person.

-20-

Annex 2

VALUATIONS OF INVESTMENTS

The general rule for determining the value of investments in order to ascertain whether a person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos:

1)   In the case of Commodity Shares, the amount of investments shall be the value of the initial margin or option premium deposited in connection with such Commodity Shares; and

2)   In each case, there shall be deducted from the amount of investments owned by such person the following amounts:

(i)   The amount of any outstanding indebtedness incurred to acquire the investments owned by such person.

(ii)   A Family Company, in addition to the amounts specified in paragraph (a) above, shall have deducted from the value of such Family Company’s investments any outstanding indebtedness incurred by an owner of the Family Company to acquire such investments.

-21-