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): December 31, 2004
SENTICORE, 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., a Delaware
corporation (the "Registrant"), in connection with the items set forth below.
ITEM 1.01. Entry Into A Material Definitive Agreement.
On December 5, 2004, the Registrant executed a Plan of Exchange (the
"Agreement"), between and among the Registrant, Jack E. Owens, a citizen and
resident of Orange County ("Owens"), and Star Capital Investors("SCI"), LLC, a
Florida Limited Liability Corporation controlled by Owens.
Pursuant to and at the closing of the Agreement, SCI will exchange their
50,000,000 common shares of Pokerbook Gaming Corporation ("POKG"), a corporation
traded on the Over-the-Counter pinksheets, for 10,000,000 shares of the
Registrant. Upon completion of the exchange, the Registrant will own
approximately 79% of the issued and outstanding shares of POKG. An executed copy
of the Agreement is attached hereto as Exhibit 10.1.
POKG is engaged in the on-line gaming industry and conducts world poker
tournaments for both commercial enterprises and not-for-profit organizations. In
2003, POKG had unaudited revenues of approximately $2,000 and assets of
approximately $117,000.
As a legal matter, the exchange transaction will become effective when
Articles of Exchange are filed with the Secretary of State of the State of
Delaware.
The closing of the Agreement will have several important consequences for
the Registrant. First, the Registrant will own 50,000,000 shares of common
stock, or 79%, of the POKG which will result in a change of control for POKG.
Second, the Registrant anticipates appointing new directors who are its
designees to the Board of Directors of POKG. The names of the director
candidates, their security holdings and other background information will be
disclosed pursuant to an amended Current Report on Form 8-K within 20 days of
closing. Inasmuch as POKG is not registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended, POKG will not file an Information
Statement on Schedule 14F-1 in connection with the change in a majority of the
Board of Directors.
The Registrant currently has approximately 115,000,000 shares of common
stock that trade on the Over-The-Counter Bulletin Board under the symbol "SNIO".
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
Carl Gessner
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Plan of Exchange, dated December 5, 2004