REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENTICORE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-3504866
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(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
2410 HOLLYWOOD BLVD., HOLLYWOOD, FLORIDA 33020
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
STOCK ISSUANCE PURSUANT TO
SECOND AMENDED 2004 NON-QUALIFIED STOCK OPTION PLAN
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(FULL TITLE OF THE PLAN)
COPY TO:
CARL A. GESSNER LAW OFFICES OF HAROLD H. MARTIN, P.A.
SENTICORE, INC. 17111 KENTON DRIVE
2410 HOLLYWOOD BLVD. SUITE 204B
HOLLYWOOD, FLORIDA 33020 CORNELIUS, NORTH CAROLINA 28031
(954) 927-0866 (704) 894-9760
NAME, ADDRESS AND TELEPHONE
(NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN: FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER OFFERING FEE
SHARE (1) PRICE
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COMMON STOCK, 5,000,000 $ .09 $ 450,000 $57.02
$.001 PAR VALUE
(1) CALCULATED IN ACCORDANCE WITH RULE 457(C) SOLELY FOR THE PURPOSE OF
DETERMINING THE REGISTRATION FEE. THE OFFERING PRICE IS BASED ON THE
AVERAGE BID AND ASKED PRICE AS REPORTED ON THE NASDAQ ELECTRONIC BULLETIN
BOARD AS OF OCTOBER 11, 2004.
INCORPORATION BY REFERENCE
OF
EARLIER REGISTRATION STATEMENT AND AMENDMENT NO. 1 THERETO
Senticore, Inc. (the "Registrant") previously registered 5,000,000 shares
of common stock, par value $.001 per share, for issuance under its 2004
Non-Qualified Stock Option Plan (the "Plan"). The registration of such shares
was effected on a form S-8 Registration Statement filed with the Securities and
Exchange Commission on February 4, 2004, bearing the file number 333-112478 (the
"Initial Registration Statement"). The Registrant amended the Plan on March 8,
2004 to provide for the issuance thereunder of an additional 7,500,000 shares of
Common Stock (the "Amended Plan"). The registration of such shares was effected
on Amendment No. 1 to a Form S-8 Registration Statement filed with the
Securities and Exchange Commission on March 10, 2004, bearing file number
333-113474 ("Amendment No. 1 to the Registration Statement"). The Registrant has
again amended the plan to provide for the issuance thereunder of an Additional
5,000,000 shares of Common Stock (the "Second Amended Plan"). This Registration
Statement is being filed to register the additional 5,000,000 shares of Common
Stock of the same class as those for which the Initial Registration Statement is
effective. Accordingly, pursuant to General Instruction E of Form S-8, the
contents of the Initial Registration Statement and Amendment No. 1 to the
Registration Statement are hereby incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
4.1 Second Amended 2004 Non-Qualified Stock Option Plan
5.1 Opinion And Consent Of The Law Offices Of Harold H. Martin, P.A.
RE: The legality of the shares being registered
23.1 Consent Of Law Offices Of Harold H. Martin, P.A.
(INCLUDED IN EXHIBIT 5.1)
23.2 Consent Of Stark Winter Schenkein & Co., LLP
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
Certifies that it has reasonable grounds to believe that it meets all of the
Requirements for filing on Form S-8 and has duly caused this registration
Statement to be signed on its behalf by the undersigned, thereunto duly
Authorized, in the City of Hollywood, State of Florida, on September 30, 2004.
SENTICORE, INC.
BY: /S/ JYGNESH PATEL
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JYGNESH PATEL, CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
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/S/ JYGNESH PATEL CHIEF EXECUTIVE OFFICER AND SEPTEMBER 30, 2004
- ------------------- DIRECTOR
JYGNESH PATEL
/S/ CARL A. GESSNER DIRECTOR SEPTEMBER 30, 2004
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CARL A. GESSNER
/S/ ROHIT PATEL DIRECTOR SEPTEMBER 30, 2004
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ROHIT PATEL