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) : JANUARY 3, 2004
COMMISSION FILE NO. 0-32885
SENTICORE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-3504866
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
2410 HOLLYWOOD BLVD., HOLLYWOOD, FLORIDA 33020
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(954) 927-0866
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(ISSUER TELEPHONE NUMBER)
21 BLACKHEATH ROAD
LIDO BEACH, NEW YORK 11561
(678) 458-0982
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FORMER ADDRESS
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective January 13, 2004, the client-auditor relationship between Senticore,
Inc. (the "Company") and Kingery, Crouse & Hohl, P.A., ("Kingery") ceased as the
former accountant resigned. On March 9, 2004, the Company engaged Stark Winter
Schenkein & Co., LLP, ("Stark") as its principal independent public accountant
to audit the Company's financial statements. The decision to change accountants
was aproved by the Company's board of directors. Kingery had served as the
Company's auditor since inception on January 5, 1999.
Stark is succeeding Kingery. Kingery audited the balance sheet of the Company as
of December 31, 2001 and December 31, 2002 and the related statements of
operations, stockholders' deficit, and cash flows for the years then ended.
Kingery's report on the financial statements of the Company for the fiscal years
ended December 31, 2001 and December 31, 2002 did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles except for concerns about the
Company's ability to continue as a going concern.
In connection with the audit of the Company's two most recent fiscal years
ending December 31, 2002, there have been no disagreements with Kingery on any
matters of accounting priciples or practices, financial statement disclosure of
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of Kingery would have caused Kingery to make reference to the
subject matter of the disagreement(s) in connection with its report on the
Company's financial statements. During the Company's two most recent fiscal
years there have been no reportable events as defined in Item 301(a)(1)(v) of
Regulation S-K.
The Company has authorized Kingery to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
independent accountant. The Company has requested that Kingery review the
disclosure and Kingery has been given an opportunity to furnish the Company
with a letter addressed to the Commission containing any new information,
clarification of the Company's expression of its views, or the respect in
which it does not agree with the statements made by the Company herein. Such
letter is filed as an exhibit to this Report.
The Company has not previously consulted with Stark regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or (ii) the type of audit opinion that might be rendered
on the Company's financial statements; or (iii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) between the Company and Kingery, the Company's
previous independent accountant, as there were no such disagreements or an other
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K) during the
Company's two most recent fiscal years. Neither has the Company received any
written or oral advice concluding there was an important factor to be considered
by the Company in reaching a decision as to an accounting, auditing, or
financial reporting issue. Stark has reviewed the disclosure required by Item
304(a) before it was filed with the Commission and has been provided an
opportunity to furnish the Company with a letter addressed to the Commission
containing any new information, clarification of the Company's expression of its
views, or the respects in which it does not agree with the statements made by
the Company in response to Item 304(a). Stark did not furnish a letter to the
Commission.
c) Exhibits:
16.1* Letter from Kingery, Crouse & Hohl, P.A.
* Filed Herein
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SENTICORE, INC.
March 9, 2004
/s/ Carl Gessner
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Carl Gessner
Chief Executive Officer
Exhibit 16.1
March 10, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the statements made under Item 4 of Form 8-K of
Senticore, Inc. dated March 9, 2004, relating to Kingery, Crouse & Hohl, P.A.
/s/Kingery, Crouse & Hohl, P.A.
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Kingery, Crouse & Hohl, P.A.