UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 23, 2004
SENTICORE, INC.
(FKA Hojo Holdings, Inc.)
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-87111
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(Commission File Number)
11-3504866
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(I.R.S. Employer Identification No.)
2410 Hollywood Blvd.
Hollywood, FL 33020
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(Address of Principal Executive Offices) (Zip Code)
(954) 927-0866
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(Registrant's Telephone Number, Including Area Code)
This Current Report on Form 8-K is filed by Senticore, Inc., formerly known
as Hojo Holdings, Inc., a Delaware corporation (the "Registrant"), in connection
with the matters described herein.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On February 23, 2004, the Registrant, Westar South America S.A., a
corporation organized and existing under the laws of Venezuela ("Westar"), and
the two shareholders of Westar (the "Westar Stockholders"), executed an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which each
share of common stock of Westar will be exchanged for 29,000,000 shares of
common stock of the Registrant to be issued by the Registrant to the Westar
Stockholders in a transaction designed to be tax-free pursuant to Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. As a result of
the Merger, Westar will become a wholly-owned subsidiary of the Registrant. An
executed copy of the Merger Agreement is attached as Exhibit 10 hereto.
The Closing under the Merger Agreement will occur on the second day after
the satisfaction or waiver of all conditions precedent to the obligations of the
parties to consummate the transactions contemplated by the Merger Agreement. The
Merger is conditioned on, among other things, the Registrant and Westar
obtaining the written consent of all of the members of their Board of Directors
and holders of a majority of the outstanding shares of common stock to approve
the transactions contemplated by the Merger Agreement. Such actions by written
consent have been taken by the respective Board of Directors and shareholders,
and, accordingly, the Merger Agreement and the Merger have been approved by all
necessary corporate action. In addition, the Merger is conditioned on the
satisfactory completion by each of Registrant and Westar of a due diligence
investigation. Further, the obligations of the Registrant to consummate the
Merger are subject to the delivery at closing to Rohit Patel, an affiliate of
the Registrant, of 14,500,000 shares of common stock of the Registrant and the
delivery to Saroj Patel, an affiliate of the Registrant, of 14,500,000 shares of
common stock of the Registrant, in each case as compensation for the services
which they rendered in connection with negotiating and structuring the Merger
and as compensation in the nature of a finder's fee for their role in
identifying and working with Westar in order to bring the Merger to fruition.
In addition to filing this Current Report on Form 8-K, the Registrant
contemplates filing with the Commission, prior to the Closing, an Information
Statement on Schedule 14C, disclosing to its shareholders the details of the
Merger.
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.
SENTICORE, INC.
By: /s/ Carl Gessner
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Carl Gessner
President
Date: February 24, 2004
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EXHIBIT INDEX
Exhibit
Number Description
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10 Agreement and Plan of Merger, dated February 23, 2004.
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