****





****


**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
  
 FORM
10-KSB
 **[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE** **ACT
OF 1934**
 
 **For
the fiscal year ended December 31, 2004**
  
 [ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
EXCHANGE ACT OF 1934
 
 **For
the transition period from _________ to ____________**
 
 **Commission
File No. 333-87111**
 
 SENTICORE,
INC.
 **(Exact
name of Registrant as specified in its charter)**
 
 
 **Delaware**
      **(State
      or other jurisdiction incorporation or
    organization)**
    **11-3504866**
      **(I.R.S.
      Employer Identification Number)******
    ******2410
      Hollywood Blvd, Hollywood, FL 33020**
      **(Address
      of principal executive offices) (Zip Code)**
    **(954)
      927-0866**
      **(Telephone
      No.)**
  Securities
registered pursuant to Section 12(b) of the Act: NONE
 
 Securities
registered pursuant to Section 12 (g) of the Act: COMMON STOCK
 
 Check
whether the issuer (l) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ]
No
 
 Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of the
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
 
 We had no
revenues during our most recent fiscal year.
 
 The
aggregate market value of voting stock and non-voting equity held by
non-affiliates of the Registrant was approximately $5,941,667 as of April 15,
2005.
 
 There
were 147,798,963 shares outstanding as of April 15, 2005.
  
 1
 
 CAVEAT
PERTAINING TO FORWARD LOOKING STATEMENTS & CONTEXT
 
 The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain of the statements contained herein, which
are not historical facts, are forward-looking statements with respect to events,
the occurrence of which involve risks and uncertainties. These forward-looking
statements may be impacted, either positively or negatively, by various factors.
Information concerning potential factors that could affect our company is
detailed from time to time in our company's reports filed with the Commission.
This Report contains "forward-looking statements" relating to our company's
current expectations and beliefs. These include statements concerning
operations, performance, financial condition, anticipated acquisitions and
anticipated growth. For this purpose, any statements contained in this Form
10-KSB, Forms 10-QSB, Forms 8-K, and other reports filed with the Commission
referred to herein that are not statements of historical fact are
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may", "will", "would", "expect", "believe", "anticipate",
"intend", "could", "estimate", or "continue", or the negative or other variation
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, which are beyond our company's control. Should one or more of
these risks or uncertainties materialize or should our company's underlying
assumptions prove incorrect, actual outcomes and results could differ materially
from those indicated in the forward-looking statements. The information in this
report is qualified in its entirety by reference to the entire Report;
consequently, this Report must be read in its entirety. Information may not be
considered or quoted out of context or without referencing other information
contained in this Report necessary to make the information considered, not
misleading.
 
 The
information in this report is qualified in its entirety by reference to the
entire report; consequently, this report must be read in its entirety. This is
especially important in light of material subsequent events disclosed.
Information may not be considered or quoted out of context or without
referencing other information contained in this report necessary to make the
information considered, not misleading.
 
 
 PART
1
 
 ITEM 1.
DESCRIPTION OF BUSINESS SUMMARY OVERVIEW
 
 We were
incorporated on January 5, 1999 under the laws of the state of Delaware
originally as Hojo Holdings, Inc. and are in the development stage.
 
 We have two
acquisitions that are pending and which have not closed, and one which has been
consummated. The following pages discuss all three acquisitions in
detail.
 
 First, on
October 31, 2003, we, Smith Forestal, a corporation organized and existing under
the laws of Costa Rica (“Forestal”), and the two shareholders of Forestal (the
“Forestal Stockholders”), executed an Agreement and Plan of Merger (the “Merger
Agreement”), pursuant to which Forestal will merge with and into us, with the
Forestal Stockholders receiving in the aggregate 6,308,287 shares of common
stock and 7,500 shares of Class A Voting Convertible Preferred Stock of the
Registrant in exchange for their shares of Forestal. The shares of Class A
Voting Convertible Preferred Stock issued in the Merger are convertible into two
hundred (200) shares of fully paid and non-assessable shares of common stock,
and they have a class vote to approve or disapprove any merger, sale of assets,
combination or reorganization involving us, or other fundamental corporate
transaction involving us.





The Closing
under the Merger Agreement will occur on the second day after the satisfaction
or waiver of all conditions to the obligations of the parties to consummate the
transactions contemplated by the Merger Agreement. The Merger is conditioned on,
among other things, we and Forestal obtaining the written consent of a majority
of our respective shareholders to approve the transactions contemplated by the
Merger Agreement, as well as the satisfactory completion by each of us and
Forestal of a due diligence investigation. The Merger is also conditioned on the
delivery of a US GAAP certified audit of the asset by Smith Forestal. Our
obligations to consummate the Merger are conditioned on, among other things, an
affiliate of us being issued 1,200,000 shares of restricted common stock and
7,500 shares of Class A Voting Convertible Preferred Stock. Our obligations to
consummate the Merger are further conditioned on, among other things, our
receipt of an Opinion to the effect that the terms and conditions of the Merger
are fair to our shareholders from a financial point of view.




To date, the
acquisition of Forestal has not been consummated. In connection with the
acquisition, a Preliminary Information Statement on Schedule 14C was filed with
the Commission on November 17, 2003. In a letter dated November 24, 2003, the
staff declined to perform a detailed examination of the registration statement,
and did not issue any comments thereon. It stated, among other things, that we
should amend our Schedule 14C to include the audited financial statements of
Forestal required by Schedule 14C, as well as pro forma statements and
supporting notes in order to better explain the proposed acquisition. The staff
suggested that we consider submitting a substantive amendment to correct the
deficiencies or a request for withdrawal of the filing. We have not undertaken
either alternative as of the date of this Offering Circular. However, it is
having the audited financial statements of Forestal prepared in accordance with
U.S. generally accepted accounting principles, and this is one of the
suggestions contained in the Staff’s letter.




2





On February
11, 2005, we filed an N-54 election to become a “business development company”
within the meaning of Section 2(a)(48) of the Investment Company Act of 1940, as
amended. This means that we have elected to be governed by, among others, the
provisions of sections 55 through 65 of the Investment Company Act of 1940.
Business development companies are regulated in a number of respects, one of the
most important areas of regulation being the type of investments that they may
make. For example, section 55 of the Investment Company Act of 1940 generally
prohibits a business development company from acquiring assets unless at the
time the acquisition is made, at least 70% of the value of its assets is
invested in “eligible portfolio companies”. An eligible portfolio company is
defined in Section 2(a)(46) as, among other things, any issuer who is organized
under the laws of, and has a principal place of business in, any State or
States. Forestal would not qualify as an “eligible portfolio company” since it
is organized under the laws of Costa Rica. As a result, we would not be able to
consummate the acquisition of Forestal pursuant to the Merger Agreement until
such time as at least 70% of our total assets are comprised of companies that
represent eligible portfolio companies. Accordingly, if Forestal represented
less than 30% of the total value of our assets, and at least 70% of the value of
its assets was invested in eligible portfolio companies, we could consummate the
transaction contemplated by the Merger Agreement. It is important to note that
we cannot guarantee or assure investors that we will ever be able to consummate
the acquisition of Forestal and be in compliance with the provisions of Section
55 of the Investment Company Act. We do intend to continue to acquire additional
eligible portfolio companies as a BDC, but there can be no assurance if or when
the total value of its assets invested in eligible portfolio companies will be
sufficient to enable it to consummate the acquisition of Forestal. In addition,
there can be no guarantee that the shareholders of Forestal will not terminate
the Merger Agreement in the event that no closing occurs.





Second, on
February 23, 2004, we, 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 us 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 (the “Merger”). As a result of the Merger, Westar will become our
wholly-owned subsidiary.





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, we 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
us and Westar of a due diligence investigation. The Merger is also conditioned
on the delivery of a US GAAP certified audit of the asset by Westar South
America, S.A..





To date, the
acquisition of Westar has not been consummated. The parties have been waiting
for Westar to deliver audited financial statements prepared in accordance with
U.S. generally accepted accounting principles, which will be included as Item
9.01(a) to Current Report on Form 8-K which will be filed to report the
consummation of the acquisition. We are in the process of having the audited
financial statements of Westar prepared so this transaction may proceed, subject
to the next paragraph.








As disclosed
above, on February 11, 2005, we filed an N-54 election to become a “business
development company” within the meaning of Section 2(a)(48) of the Investment
Company Act of 1940, as amended. This means that it has elected to be governed
by, among others, the provisions of sections 55 through 65 of the Investment
Company Act of 1940. Business development companies are regulated in a number of
respects, one of the most important areas of regulation being the type of
investments that they may make. For example, section 55 of the Investment
Company Act of 1940 generally prohibits a business development company from
acquiring assets unless at the time the acquisition is made, at least 70% of the
value of its assets is invested in “eligible portfolio companies”. An eligible
portfolio company is defined in Section 2(a)(46) as, among other things, any
issuer who is organized under the laws of, and has a principal place of business
in, any State or States. Westar would not qualify as an “eligible portfolio
company” since it is organized under the laws of Venezuela. As a result, we
would not be able to consummate the acquisition of Westar pursuant to the Merger
Agreement until such time as at least 70% of our total assets are comprised of
companies that represent eligible portfolio companies. Accordingly, if Westar
represented less than 30% of the total value of our assets, and at least 70% of
the value of its assets was invested in eligible portfolio companies, we could
consummate the transaction contemplated by the Merger Agreement. It is important
to note that we cannot guarantee or assure investors that it will ever be able
to consummate the acquisition of Westar and be in compliance with the provisions
of Section 55 of the Investment Company Act. We do intend to continue to acquire
additional eligible portfolio companies as a BDC, but there can be no assurance
if or when the total value of its assets invested in eligible portfolio
companies will be sufficient to enable it to consummate the acquisition of
Westar. In addition, there can be no guarantee that the shareholders of Westar
will not terminate the Merger Agreement in the event that no closing
occurs.





3





Third, on
December 5, 2004, we executed and closed on a Plan of Exchange (the
"Agreement"), between and among us, Jack E. Owens, a citizen and resident of
Orange County ("Owens"), and Silver Star Capital Investors, LLC, a Florida
limited liability company (“SCI”) controlled by Owens.





Pursuant
to and at the closing of the Agreement, SCI exchanged its 50,000,000 common
shares of Pokerbook Gaming Corporation ("POKG"), a corporation traded on the
Over-the-Counter pink sheets, for 10,000,000 of our shares. As a result of the
exchange, we own approximately 79% of the issued and outstanding shares of
POKG.





POKG is
engaged in the on-line gaming industry and conducts world poker tournaments for
not-for-profit organizations. Note that the acquisition of this company involved
the issuance of 10,000,000 common shares to Silver Star Capital Investors, LLC
at a stock price of $.10 per share at the date of issuance. This $1,000,000 fair
value stock issuance to an unrelated party generated goodwill in the amount of
$908,759 in the accompanying audited balance sheet at December 31,
2004.





The
closing of the Agreement had several important consequences for us. First, we
own 50,000,000 shares of common stock, or 79%, of the POKG which has resulted in
a change of control for POKG. Second, we have appointed new directors to the
Board of Directors of POKG, such that a majority of the directors of POKG have
changed.





Inasmuch as
POKG is the sole portfolio company which we are currently invested in, what
follow is a description of the on-line gaming and related world poker industry,
and the operations of POKG. As discussed later on, our investment plans include
an expansion of our operations into the on-line gaming industry.





ON-LINE
GAMING AND RELATED WORLD POKER INDUSTRY OVERVIEW:





**The
Company**





PokerBook
Gaming Corporation (“PokerBook”) was formed on May 17, 2002, as a Florida
corporation. PokerBook is in the business of marketing and distributing turnkey
on-line poker gaming software and marketing thewww.pokerbook.comas an
Internet gaming and informational portal. In addition, PokerBook is managing and
marketing thewww.pokerbook.comas
an
Internet poker card room and casino site for the benefit of charitable
organizations.


4


****


**Operations**




PokerBook
Gaming Corporation is a distributor of Internet poker room gaming software and
marketing. PokerBook has secured the master world wide rights to market the www.pokerbook.com web-site
for on-line gaming and the master world wide rights to market Digital Dynamics
Inc.’s HTML and FLASH based multi-player poker, casino, and bingo
software.





PokerBook
Gaming Corporation is actively working towards establishing www.pokerbook.com as a
leading Internet brand name for gaming software. PokerBook is also utilizing
its


marketing
potential and its widely recognized domain to position itself as one of the
foremost Internet gaming portals.





PokerBook
Gaming Corporation has no intention of owning or operating any Internet gaming
operation but will act exclusively as marketing agents and software licensor in
order


to
sell casino, bingo, sports betting, and multi-player poker software. PokerBook
will derive its revenue from selling gaming software licenses and from on going
monthly support fees


from
licensees operating their own casinos, sports books, and multi-player poker card
rooms. Revenue will also be generated from marketing fees, advertising, banner
sales and


e-commerce
affiliations.





PokerBook is
building up a strong infrastructure to achieve its objectives to become one of
the leading gaming licensors on the Internet and expects to become a major
Internet software supplier within the next two years.





**Election
to Become a BDC**





Senticore has
elected to be regulated as a “business development company or “BDC” under the
Investment Company Act of 1940. This means that we operate as a
publicly


traded,
closed-end investment company which, because of its election, can raise money in
the public sector and invest in the private sector.





We plan to
make investments into small, developing portfolio companies. Because the
companies being financed are typically developmental stage businesses, we will
be required to make available our management expertise to the portfolio company.
Investments can be made in virtually any form including debt, equity, cash, real
property, or simply management.





Our business
plan is to make strategic investments in cash-flow positive businesses in
various industries with strong perceived growth potential. The Investment
Committee has adopted a charter wherein these two criteria are weighed against
other criteria including strategic fit, investment amount, management ability,
etc. In principle, Senticore will prefer to make investments in companies where
it can acquire at least 51% ownership interest in the outstanding capital of the
portfolio company.





As a BDC, we
are now required to have at least 70% of our assets in “eligible portfolio
companies.” It is stated in the Investment Committee charter that we will
endeavor to maintain this minimum asset ratio.





**INTERNATIONAL**





We do not
currently have any international operations.





5


****


**TECHNOLOGY
PROTECTION POLICY AND DISCLAIMERS**





We do not
presently maintain any direct patents, trademarks or trade names, however, we
our subsidiaries may have rights to their own patents, trademarks or trade
names. Due to the nature of business, it is not presently anticipated that we
will benefit from such protection.





**GOVERNMENT
REGULATION**





Aside from
regulation associated with our status as an investment company under the
Investment Company Act of 1940, and its status as a 1933 Act filer, we are not
subject to any additional government regulation.





**EMPLOYEES
AND INDEPENDENT CONTRACTORS**





As of April
15, 2005, the Company employed a total of five full time employees, all of which
are in an administrative position.





The Company
may require additional employees in the areas of administration, sales and
marketing, etc. in the future and as additional portfolio companies are added.
There is intense competition for capable, experienced personnel and there is no
assurance that we will be able to obtain new qualified employees when required.








The Company
believes its relations with its employees and independent contractors are
good.





**INSURANCE**





We do not
carry director and officer liability insurance, but Delaware law provides for
indemnification of a company’s officers and directors under certain
circumstances (see Indemnification, below). We are exploring the possibility of
obtaining surety bonds covering its officers and directors.




We do not
carry any additional insurance.




**Controls
and Procedures**




(a) On
December 31, 2004, our Chief Executive Officer and Chief Financial Officer made
an evaluation of our disclosure controls and procedures. In our opinion, the
disclosure controls and procedures are adequate because the systems
of controls and procedures are designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows for the respective periods being presented. Moreover,
the evaluation did not reveal any significant deficiencies or material
weaknesses in our disclosure
controls and procedures.




(b) There
have been no significant changes in our internal controls or in other factors
that could significantly affect these controls since the last
evaluation.




6




**ITEM 2.
 PROPERTIES**




**FACILITIES**




We lease
our executive offices with 2,000 square feet for administration at 2410
Hollywood Boulevard, Hollywood, Florida 33020 for approximately $2,000 per
month. We consider these facilities to be adequate for its requirements for the
immediate future. This noncancelable lease expires in December,
2005.




**ITEM
3.   LEGAL PROCEEDINGS**




None




**ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.**




In the
fourth quarter, the majority of the shareholders voted to approve our issuances
of common stock to various officers, directors and outside consultants for
services received.





Part
II




**ITEM
5.   MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS**




Market
Information - Our common stock is currently traded on the National Association
of Securities Dealers Automated Quotation System Over the Counter Bulletin Board
("OTCBB") under the symbol "SNIO". As of April 15, 2005 there were 147,798,963
common shares outstanding. There is limited trading activity in our securities,
and there can be no assurance a regular trading market for our common stock will
be sustained.




The
following table sets forth, for the period indicated, the bid price range of our
common stock.





Low
    High**2002**Quarter
      Ended March 31, 2003
    
    $0.01
    $0.02Quarter
      Ended June 30, 2003
    
    $0.02
    $0.13Quarter
      Ended September 30, 2003
    
    $0.02
    $0.08Quarter
      Ended December 31, 2003
    
    $0.04
    $0.36**2004**Quarter
      Ended March 31, 2004
    
    $0.08
    $0.21Quarter
      Ended June 30, 2004
    
    $0.04
    $0.11Quarter
      Ended September 30, 2004
    
    $0.04
    $0.15Quarter
      Ended December 31, 2004
    
    $0.07
    $0.17**2005**Period
      Ended April 15, 2005
    
    $0.05
    $0.12





7
 
 
 Such
market quotations reflect the high bid and low prices as reflected by the OTCBB
or by prices, without retail mark-up, markdown or commissions and may not
necessarily represent actual transactions. Some of the companies who serve as
market makers for our common stock include Hill Thompson Magid, Schwab Capital
Markets, Knight Securities, Wien Securities and M.H. Meyerson & Co.
  Holders.
As of April 15, 20 05 there
were approximately 850 stockholders of record of our common stock.
  (a)  Dividends.
We have not paid any cash dividends since our inception, and the Board of
Directors does not contemplate doing so in the near future. The Board of
Directors have however approved and announced a dividend distribution of shares
obtained from a Joint Venture transaction with AdZone Research. The shares have
been received from AdZone, but the company awaits AdZone’s registration of these
shares prior to their distribution.
  Any
decisions as to future payment of dividends will depend on our earnings and
financial position and such other factors, as the Board of Directors deems
relevant.
  Dividend
Policy
  All
shares of common stock are entitled to participate proportionally in dividends
if our Board of Directors declares them out of the funds legally available.
These dividends may be paid in cash, property or additional shares of common
stock. We have not paid any dividends since our inception and presently
anticipate that all earnings, if any, will be retained for development of our
business. Any future dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other
factors.
  **ITEM
6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.**
  The
following discussion and analysis should be read in conjunction with our
financial statements and the accompanying notes appearing subsequently under the
caption "Financial Statements." The following discussion and analysis contains
forward-looking statements, which involve risks and uncertainties in the
forward-looking statements. Our actual results may differ significantly from the
results, expectations and plans discussed. We are presently a development stage
company. We cannot predict to what extent our liquidity and capital
resources will be diminished. The continuation of our business is dependant upon
our ability to obtain adequate financing arrangements and engage in future
profitable operations.





8
 
 ****
 **Our
Operations During 2004**
  2004 was
the first complete year the Company operated as a holding company since its
restructuring in 2003. The business of the Company is to identify, evaluate, and
acquire development stage companies with an eye towards profiting by spinning
them off as independent publicly traded companies or a sale to a larger company
within the same space.
  We have
identified two sectors during 2004 which we intend to have a presence in:
natural resources and the Intenet. More specifically, we have concentrated on
timber and gaming. Both are high growth industries with increasing annual demand
around the world.
  We
evaluated, identified, and signed agreements to acquire two potential Target
Businesses within the timber industry during the fourth quarter of 2003 and
during the first quarter of 2004. Forms 8-K was filed for both transactions, and
Form 14-C was filed for the Smith Forestal acquisition, with the Commission and
we still await approval of the proposed transaction. A description of both
transactions is discussed above in Part 1, Item 1.
  Any
common shares that have already been issued can, and will be, canceled in the
event audited financial statements, acceptable to the Securities and Exchange
Commission, are not delivered to us. Any cancellation of common shares will thus
decrease the outstanding float and increase the share ownership percentages of
each shareholder.
  In
addition, we also identified a prime acquisition candidate in the gaming sector
and subsequently signed agreements to acquire PokerBook Gaming Corporation of
Orlando, FL during the fourth quarter of 2004. A description of the transaction
is discussed in detail above, in Part 1, Item 1.
  **Planned
Operations for 2005**
  If we are
successful in closing on the aforementioned acquisitions, there can be no
assurance, that the scale of our operations will increase significantly or that
the acquisition will result in a profitable operation. An increase in operations
will include the hiring of additional personnel in all functional areas and will
result in significantly higher operating expenses. There can be no assurance
that the increase in operating expenses will be offset by a similar increase in
revenues. Expansion of our operations may cause a significant strain on our
management, financial and other resources. Our ability to manage future growth,
should it occur, will depend upon a significant expansion of our accounting and
other internal management systems and the implementation and subsequent
improvement of a variety of systems, procedures and controls. There can be no
assurance that significant problems in these areas will not occur. Any failure
to expand these areas and implement and improve such systems, procedures and
controls in an efficient manner at a pace consistent with our business could
have a material adverse effect on our business, financial condition and results
of operations. As a result of such expected expansion and the anticipated
increase in our operating expenses, as well as the difficulty in forecasting
revenue levels, we expect to continue to experience significant fluctuations in
our revenues, costs and gross margins, and therefore our results of operations.
  Since
PokerBook is our only operating subsidiary currently, we will initially focus on
growing those operations in 2005.
  In
addition, we intend to identify, evaluate and acquire other suitable companies
for the holding company in our effort to further diversify our holdings and fuel
our growth by acquisition.





9
 
 ****
 **RESULTS
OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 2004 AS COMPARED TO THE YEAR
ENDED DECEMBER 31, 2003.**
  **REVENUES**
  We had no
revenues in 2004 and in 2003. Our principal expense for the past two years has
been stock based compensation for professional fees, etc. of $2,107,417 and
$373,424 in 2004 and 2003, respectively. We incurred a net loss of approximately
$2,544,317 during the year ended December 31, 2004 and a net loss of $719,935
for the year ended December 31, 2003. The increase in the net loss is
attributable to the increase in the aforementioned professional fees in 2004
compared to 2003, less equity in loss of the subsidiary of $109,000 in 2003
compared to $-0- in 2004 and $141,420 in stock based interest in 2004 compared
to $94,300 in 2003.
  **ASSETS
AND LIABILITIES**
  Total
assets as of December 31, 2004 and 2003 were $1,217,097 and $143,584,
respectively while total liabilities were $1,262,727 and $807,908, respectively.
Our stockholders' deficit was $45,630 at December 31, 2004 compared to $664,324
at December 31, 2003. The decrease in stockholders’ deficit is attributable
mainly to the above mentioned acquisition of PokerBook for $1,000,000 worth of
common stock. The excess of the net assets purchased generated goodwill in the
amount of $9908,759, thus the increase in assets in 2004 compared to
2003.
  Presently,
we are not in a position to meet our cash requirements for the remainder of our
fiscal year or for the next 12 months. We do not generate any cash revenue or
receive any type of cash flow. In the event we cannot meet our operating
costs prior to the effectuation of a business combination, we may cease
operations and a business combination may not occur.
  We may be
required to raise capital through the sale or issuance of additional securities
in order to ensure that we can meet our operating costs. No commitments of any
kind to provide additional funds have been made by management, other present
shareholders or any other third person. There are no agreements or
understandings of any kind with respect to any loans from such persons on our
behalf. Accordingly, there can be no assurance that any additional funds will be
available to us to allow it to cover our expenses. In the event we can no longer
borrow funds from management, and we elect to raise additional capital we expect
to do so through the private placement of restricted securities rather than
through a public offering.
  10
  Liquid
Market
  There is
currently a limited trading market for our shares of Common Stock, and there can
be no assurance that a more substantial market will ever develop or be
maintained. Any market price for our shares of common stock is likely to be very
volatile, and numerous factors beyond our control may have a significant adverse
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may also
adversely affect the market price of our common stock. Further, there is no
correlation between the present limited market price of our common stock and our
revenues, book value, assets or other established criteria of value. The present
limited quotations of our common stock should not be considered indicative of
the actual value of our common stock.
  Critical
Accounting Policies
  Our
critical accounting policies including the assumptions and judgments underlying
them are disclosed in the notes to the financial statements. We have
consistently applied these policies in all material respects. At this stage of
our development, these policies primarily address matters of expense
recognition. Management does not believe that our operations to date have
involved uncertainty of accounting treatment, subjective judgment, or estimates,
to any significant degree.
  Dividends
  We have
not paid any cash dividends to date and do not anticipate or contemplate paying
cash dividends in the foreseeable future until earnings would generate funds in
excess of those required to provide for our growth needs. **** We
currently intend to retain any future earnings to fund the development and
growth of its business.
  Impact of
Inflation
  We
believe that inflation has had a negligible effect on operations over the past
two years. We believe that it can offset inflationary increases in the cost of
labor by increasing sales and improving operating efficiencies.
  **ITEM
7 - FINANCIAL STATEMENTS** :
  Attached
hereto and incorporated by this reference are the Company’s audited consolidated
financial statements as of December 31, 2004 and for the two years ended
December 31, 2004.





11





**INDEPENDENT
AUDITOR’S REPORT**











To the
Board of Directors and Stockholders


Senticore,
Inc.





I have
audited the accompanying consolidated balance sheet of Senticore, Inc. formerly
known as Hojo Holdings, Inc., a development stage company (the “Company”) as of
December 31, 2004 and the related consolidated statements of operations,
stockholders’ equity, and cash flows for the year ended December 31, 2004. These
financial statements are the responsibility of the Company’s management. My
responsibility is to express an opinion on these financial statements based on
my audits.





I
conducted my audits in accordance with the standards of the Public Accounting
Oversight Board (United States). Those standards require that I plan and perform
the audits to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. I
believe that my audits provide a reasonable basis for my opinion.





In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respect, the consolidated financial position of the Company as
of December 31, 2004, and the consolidated results of its operations and its
cash flows for the year ended December 31, 2004 in conformity with accounting
principles generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note D to the financial statements,
the Company is in the development stage, has suffered recurring losses, has a
net capital deficiency and has yet to generate an internal cash flow. These
factors raise substantial doubt about its ability to continue as a going
concern. Management’s plans in regard to these matters are also described in
Note D. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

















Traci J.
Anderson, CPA


Huntersville,
NC


April 13,
2005








12





**INDEPENDENT
AUDITOR’S REPORT**








To the
Board of Directors and Stockholders


Senticore,
Inc.





We have
audited the accompanying balance sheet of Senticore, Inc., formerly known as
Hojo Holdings, Inc, a development stage enterprise (the "Company") as of
December 31, 2003 and the related statements of operations, stockholders'
(deficit) and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.





We
conducted our audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2003
and the results of its operations and cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Notes A and B to the financial
statements, the Company is in the development stage, has recurring losses from
operations, working capital and stockholders' (deficits) and requirements for a
significant amount of capital financing to proceed with its business plan. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.











/s/ Stark
Winter Schenkein & Co., LLP


-------------------------------------------


Stark
Winter Schenkein & Co., LLP








April 17,
2004


Denver,
Colorado




13








**SENTICORE,
      INC. AND SUBSIDIARIES****F/K/A
      HOJO HOLDINGS, INC.****(A
      DEVELOPMENT STAGE COMPANY)**CONSOLIDATED
      BALANCE SHEETAS
      OF DECEMBER 31, 2004**Assets****Current
      assets**Advances
    
    $
    189,000Other
      Assets
    
    
    5,867Total
      Current assets
    
    
    194,867**Property
      plant and equipment**Furniture,
      fixtures, and equipment
    
    
    5,789Computer
      software
    
    
    130,000Less:
      accumulated depreciation
    
    
    (24,318
    )Total
      Property plant and equipment
    
    
    111,471**Other
      assets**Security
      deposits
    
    
    2,000Goodwill
    
    
    908,759Total
      Other Assets
    
    
    910,759Total
      Assets
    
    $
    1,217,097**Liabilities
      and Stockholders' Deficit****Current
      liabilities**Accounts
      Payable and other current liabilities
    
    $
    279,069Stockholders
      loans payable
    
    
    314,058Total
      Current liabilities
    
    
    593,127**Long-term
      liabilities**Notes
      payable
    
    
    669,600MINORITY
      INTEREST IN SUBSIDIARY**Stockholders'
      Deficit**Preferred
      stock, $0.01 par value, 20,000,000 shares authorized
    
    
    -Common
      stock, $.001 par value; 200,000,000 shares authorized;124,030,591
      shares issued and outstanding
    
    
    124,031Additional
      paid in capital
    
    
    3,571,276Deferred
      stock and interest compensation
    
    
    (314,950
    )Deficit
      accumulated during the development stage
    
    
    (3,425,987
    )Total
      Stockholders' Deficit
    
    
    (45,630
    )Total
      Liabilities and Stockholders' Deficit
    
    $
    1,217,097




The
accompanying notes are an integral part of these consolidated financial
statements.





14





**SENTICORE,
      INC. AND SUBSIDIARY****F/K/A
      HOJO HOLDINGS, INC.****(A
      DEVELOPMENT STAGE COMPANY)**CONSOLIDATED
      STATEMENTS OF OPERATIONSFOR
      THE YEARS ENDED DECEMBER 31, 2004 AND 20032004
    
    2003Revenue
    
    $
    -
    
    $
    -Expenses:Stock
      based compensation
    
    
    2,107,417
    
    
    373,424Stock
      based interest
    
    
    141,420
    
    
    94,300Loss
      in equity of LLC
    
    
    -
    
    
    109,000Other
      selling, general and administrative expenses
    
    
    289,480
    
    
    143,211Total
      expenses
    
    
    2,538,317
    
    
    719,935Net
      loss from operations
    
    
    (2,538,317
    )
    
    (719,935
    )Loss
      from sale of land
    
    
    (6,000
    )
    
    -Net
      Loss
    
    $
    (2,544,317
    )
    $
    (719,935
    )Net
      (loss) per share-basic
      and fully diluted
    
    $
    (0.02
    )
    $
    (0.05
    )Weighted
      average shares outstanding
    
    
    103,715,886
    
    
    14,156,400





The
accompanying notes are an integral part of these consolidated financial
statements.





15




**SENTICORE,
      INC. AND SUBSIDIARY****F/K/A
      HOJO HOLDINGS, INC****(A
      DEVELOPMENT STAGE COMPANY)**CONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2004 AND 20032004
    
    2003Cash
      flows from operating activities:Net
      Loss
    
    $
    (2,544,317
    )
    $
    (719,935
    )Adjustments
      to reconcile net loss to net cash used in operationsDepreciation
    
    
    19,893
    
    
    1,027Loss
      on disposal of property
    
    
    6,000
    
    
    -Loss
      in equity of LLC
    
    
    -
    
    
    109,000Stock
      based compensation
    
    
    2,107,417
    
    
    467,724Stock
      based interest
    
    
    141,420
    
    
    -Other
      stock based expenses
    
    
    914,174
    
    
    -(Increase)
      decrease in other assets
    
    
    (5,867
    )
    
    (2,000
    )Increase
      (decrease) in accounts payable and accrued liabilities
    
    
    8,919
    
    
    44,553Net
      cash provided by (used in) operating activities
    
    
    647,639
    
    
    (99,631
    )Cash
      flows from investing activities:Goodwill
    
    
    (908,759
    )
    
    -Software
      received in purchase of Pokerbook
    
    
    (130,000
    )
    
    -(Purchases)
      of property, plant and equipment
    
    
    (780
    )
    
    -Net
      cash (used in) investing activities
    
    
    (1,039,539
    )
    
    -Cash
      flows from financing activities:Proceeds
      from borrowings under note payable
    
    
    419,600
    
    
    250,000Repayments
      under note payable
    
    
    -
    
    
    (250,000
    )Proceeds
      from sale of land
    
    
    135,000
    
    
    -Advances
      (repayments)
    
    
    (189,000
    )
    
    -Advances
      from stockholder
    
    
    26,300
    
    
    44,035Proceeds
      from issuance of common stock
    
    
    -
    
    
    35,750Capital
      contribution
    
    
    -
    
    
    19,846Net
      cash provided by (used in) financing activities
    
    
    391,900
    
    
    99,631Net
      increase in cash
    
    
    -
    
    
    -Beginning
      balance of cash
    
    
    -
    
    
    -Ending
      balance of cash
    
    $
    -
    
    $
    -SUPPLEMENTAL
      INFORMATION:Non-Cash
      Financing Activities:Issuance
      of 10,000,000 common shares for purchase of 79%of
      Pokerbook Gaming
    
    $
    1,000,000
    
    $
    -





The
accompanying notes are an integral part of these consolidated financial
statements.





16




**SENTICORE,
      INC. AND SUBSIDIARY****F/K/A
      HOJO HOLDINGS, INC.****(A
      DEVELOPMENT STAGE COMPANY)**CONSOLIDATED
      STATEMENT OF STOCKHOLDERS' DEFICITFOR
      THE YEARS ENDED DECEMBER 31, 2004 AND 2003Series
      A
    
    Series
      ACommon
    
    Common
    
    Preferred
    
    Preferred
    
    Additional
    
    Deferred
      StockShares
    
    Stock
    
    Shares
    
    Stock
    
    Paid-in
    
    and
      Interest
    
    Retained(000's)
    
    
    
    $(000's)
    
    
    
    $Capital
    
    Compensation
    
    DeficitBalances,
      December 31, 2002
    
    
    14,400
    
    $
    14,400
    
    
    -
    
    $
    -
    
    $
    117,100
    
    $
    -
    
    $
    (161,735
    )Shares
      canceled
    
    
    (1,140
    )
    $
    (1,140
    )
    
    -
    
    
    -
    
    
    1,140.00
    
    
    -
    
    
    -Capital
      contribution
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    19,846
    
    
    -
    
    
    -Stock
      based consulting - option
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    60,000
    
    
    -
    
    
    -Issuance
      of stock for cash
    
    
    500
    
    
    500
    
    
    -
    
    
    -
    
    
    35,250
    
    
    -
    
    
    -Issuance
      of stock for services
    
    
    1,055
    
    
    1,055
    
    
    -
    
    
    -
    
    
    152,145
    
    
    (79,250
    )
    
    -Issuance
      of stock for interest and collateral
    
    
    4,800
    
    
    4,800
    
    
    -
    
    
    -
    
    
    127,200
    
    
    (235,700
    )
    
    -Issuance
      of stock for acquisition
    
    
    8,425
    
    
    8,425
    
    
    -
    
    
    -
    
    
    (8,425
    )
    
    -
    
    
    -Issuance
      for other reason, then canceled
    
    
    12,000
    
    
    12,000
    
    
    -
    
    
    -
    
    
    (12,000
    )
    
    -
    
    
    -Net
      (loss) for the year
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (719,935
    )Balances,
      December 31, 2003
    
    
    40,040
    
    $
    40,040
    
    
    -
    
    
    -
    
    $
    492,256
    
    $
    (314,950
    )
    $
    (881,670
    )Shares
      canceled
    
    
    (12,000
    )
    
    (12,000
    )
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -Issuance
      of stock for services
    
    
    21,841
    
    
    21,841
    
    
    -
    
    
    -
    
    
    2,107,417
    
    
    -
    
    
    -Issuance
      of stock for interest, notes payable, and acquisitions
    
    
    74,150
    
    
    74,150.00
    
    
    -
    
    
    -
    
    
    971,603
    
    
    -
    
    
    -Net
      (loss) for the year
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (2,544,317
    )Balances,
      December 31, 2004
    
    
    124,031
    
    $
    124,031
    
    
    -
    
    $
    -
    
    $
    3,571,276
    
    $
    (314,950
    )
    $
    (3,425,987
    )




The
accompanying notes are an integral part of these consolidated financial
statements.





17







NOTE
A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Business
Activity


Senticore,
Inc. f/k/a Hojo Holdings, Inc. (the “Company”) was incorporated under the laws
of the state of Delaware on January 5, 1999. The Company is considered to be in
the development stage as defined in Financial Accounting Standards Board
Statement No. 7, and accordingly, most of our accounting policies and procedures
have not yet been established.





In April
2003, the holders of a majority of the Company are issued and outstanding shares
approved the amendment to our articles of incorporation to provide for the
authorization of 10,000,000 shares of preferred stock. In addition, on November
3, 2003, our Board of Directors announced a three for one stock split of our
common stock for each share of common stock held as of November 28, 2003. The
shareholders also approved an increase in the total number of common shares
authorized from 20,000,000 to 200,000,000 shares. As a result of the above, all
references to the number of shares in the accompanying financial statements and
notes thereto have been adjusted to reflect the stock split and increase in
number of shares authorized as though all such changes had been completed as of
January 5, 1999 (date of incorporation). The company initially intended to
become an internet professional services firm specializing in high-end web site
development, however for various reasons, the Company’s board decided that it
was in the best interests of the shareholders to seek other opportunities by
merging and/or acquiring other companies.




Issuance
and Sales of Common Shares


During
the periods covered by these financial statements and subsequent thereto the
Company issued shares of common stock without registration under the Securities
Act of 1933. Although the Company believes that the issuance and sales did not
involve a public offering of its securities and that the Company did not comply
with the “safe harbor” exemptions from registration, the Company could be liable
for rescission of the sales and/or issuances if such exemptions were found not
to apply and this could have a material negative impact on the Company’s
financial position and results of operations.





Cash
and Cash Equivalents


For
purposes of the Consolidated Statement of Cash Flows, the Company considers
liquid investments with an original maturity of three months or less to be cash
equivalents.





Management’s
Use of Estimates


The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.




18




NOTE
A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)





Revenue
Recognition


The
Company recognizes revenue when services are provided or products are shipped
and presented net of returns.





Comprehensive
Income (Loss)


The
Company adopted Financial Accounting Standards Board Statement of Financial
Accounting Standards (SFAS) No. 130, *“Reporting
Comprehensive Income”* , which
establishes standards for the reporting and display of comprehensive income and
its components in the consolidated financial statements. There were no items of
comprehensive income (loss) applicable to the Company during the periods covered
in the consolidated financial statements.





Net
Loss per Common Share


Statement
of Financial Accounting Standard (SFAS) No. 128 requires dual presentation of
basic and diluted earnings per share (EPS) with a reconciliation of the
numerator and denominator of the EPS computations. Basic earnings per share
amounts are based on the weighted average shares of common stock outstanding. If
applicable, diluted earnings per share would assume the conversion, exercise or
issuance of all potential common stock instruments such as options, warrants and
convertible securities, unless the effect is to reduce a loss or increase
earnings per share. Accordingly, this presentation has been adopted for the
period presented. There were no adjustments required to net loss for the period
presented in the computation of diluted earnings per share.





Income
Taxes


Income
taxes are provided in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, *“Accounting
for Income Taxes.”* A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating
loss-carryforwards.





Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, and some portion or the entire
deferred tax asset will not be realized. Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.





Fair
Value of Financial Instruments


The
carrying amounts reported in the consolidated balance sheet for cash, accounts
receivable and payable approximate fair value based on the short-term maturity
of these instruments.





Accounts
Receivable


Accounts
deemed uncollectible are written off in the year they become uncollectible.





19





NOTE
A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)





Impairment
of Long-Lived Assets


The
Company evaluated the recoverability of its property and equipment, and other
assets in accordance with Statements of Financial Accounting Standards (SFAS)
No. 121, *“Accounting
for the Impairment of Long-Lived Assets to be Disposed of”* which
requires recognition of impairment of long-lived assets in the event the net
book value of such assets exceeds the estimated future undiscounted cash flows
attributable to such assets or the business to which such intangible assets
relate.





Property
and Equipment


Property
and equipment is stated at cost. Depreciation is provided by the straight-line
method over the estimated economic life of the property and equipment remaining
from five to seven years.





Recent
Accounting Pronouncements


In June
2001, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 143, *“Accounting
for Asset Retirement Obligations”* which
addresses the accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated retirement costs.
SFAS No. 143 requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a reasonable
estimate of fair value cannot be made. SFAS No. 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
does not expect SFAS No. 143 to have a material effect on its consolidated
financial condition or consolidated cash flows.





In August
2001, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 144, *“Accounting
for the Impairment or Disposal of Long-Lived Assets”.* SFAS No.
144 generally establishes a standard framework to measure the impairment of
long-lived assets and expands the Accounting Principles Board (“APB”) 30,
“Reporting the Results of Operations—Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions” to include a component of the entity (rather than a
segment of the business). SFAS No.144 is effective for financial statements
issued for fiscal years beginning after December 15, 2001. The Company does not
expect SFAS No. 144 to have a material effect on its consolidated financial
condition and consolidated cash flows.





20




NOTE
A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)





Recent
Accounting Pronouncements (cont’d)





In April
of 2002, Statement of Financial Accounting Standards (SFAS) No. 145 was issued
which rescinded SFAS Statements 4, 44, and 64, amended No. 13 and contained
technical corrections. As a result of SFAS No. 145, gains and losses from
extinguishments of debt will be classified as extraordinary items only if they
meet the criteria in APB Opinion No. 30, that they are unusual and infrequent
and not part of an entity’s recurring operations. The Company does


not
expect SFAS No. 145 to have a material effect on its financial condition or cash
flows. The Company will adopt the SFAS on January 1, 2004.





In July
of 2002, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (SFAS) No. 146, which addresses significant issues regarding
the recognition, measurement, and reporting of costs that are associated with
exit and disposal activities, including restructuring activities that are
currently accounted for pursuant to the guidance that the Emerging Issues Task
Force (EITF) has set forth in EITF Issue No. 94-3, *“Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)”* . SFAS
No. 146 revises the accounting for certain lease termination costs and employee
termination benefits, which are generally recognized in connection with
restructuring charges. The provisions of SFAS 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. The Company does
not expect SFAS No. 146 to have an impact its financial statements once adopted
on January 1, 2004.





In
November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), “ *Guarantor’s
Accounting and Disclosure Requirements for Guarantee, Including Indirect
Guarantees or Indebtedness of Others”* , which
addresses the disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees. FIN 45 also
requires the recognition of a liability by a guarantor at the inception of
certain guarantees that are entered into or modified after December 31,
2002.





In
December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 148, *“Accounting
for Stock-Based Compensation Transition and Disclosure”* —an
amendment to SFAS No. 123 (SFAS No. 148), which provides alternative methods of
transition for companies voluntarily planning on implementing the fair value
recognition provisions of SFAS No. 123. SFAS No. 148 also revises the disclosure
provisions of SFAS No. 123 to require more prominent disclosure of the method of
accounting for stock-based compensation, and requiring disclosure of pro forma
net income and earnings per share as if the fair value recognition provisions of
SFAS No. 123 had been applied from the original effective date of SFAS No. 123.
The Company adopted the disclosures provisions of SFAS No. 148 for the quarters
ending after December 15, 2002.




21





NOTE
A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)





Recent
Accounting Pronouncements (cont’d)





In
January 2003, the EITF released Issue No. 00-21, (EITF 00-21), *“Revenue
Arrangements with Multiple Deliveries”* , which
addressed certain aspects of the accounting by a vendor for arrangement under
which it will perform multiple revenue-generating activities. Specifically, EITF
00-21 addresses whether an arrangement contains more than one unit of accounting
and the measurement and allocation to the separate units of accounting in the
arrangement. EITF 00-21 is effective for revenue arrangements entered into in
fiscal periods beginning after June 15, 2003. The adoption of this standard will
not have an impact on the Company’s financial statements.





In May
2003, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 149, *“Amendment
of Statement 133 on Derivative Instruments and Hedging
Activities.”* SFAS No.
149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered
into or modified after June 30, 2003 and for hedging relationships designated
after June 30, 2003. The Company does not believe that there will be any impact
on its financial statements.





In May
2003, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 150, *“Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity.”* SFAS No.
150 establishes standards for how companies classify and measure certain
financial with characteristics of both liabilities and equity. It requires
companies to classify a financial instrument that is within its scope as a
liability (or an asset in some characteristics). SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003. The standard
will not impact the Company’s financial statements.





NOTE
B—SUPPLEMENTAL CASH FLOW INFORMATION





Supplemental
disclosures of cash flow information for the years ended December 31, 2004 is
summarized as follows:





Cash paid
during the years for interest and income taxes:




2004


Income
Taxes $
---


Interest $
2,474





22




NOTE
B—SUPPLEMENTAL CASH FLOW INFORMATION (CONT.)





During
the year ended December 31, 2003, we had the following non-cash investing and
financing activities:





- In July
2003, we issued a note payable of $250,000 as consideration for an interest in
the LLC (see Note C).





- In
November 2003, we received certain land as consideration for our investment in
the LLC (see Note C).





- In
December 2003, we issued 12,000,000 shares of our common stock, which were
subsequently canceled (see Note K).





- In
December 2003, we issued 8,424,861 shares of our common stock for the pending
Forestal acquisition discussed at Note A.





-
Deferred stock and interest compensation increased by $314,950 as a result of
the issuance of our common shares, and/or granting of our common shares by
certain stockholders (see Notes E and I), for interest and consulting services
that relate to future years.





- Accrued
expenses declined by $25,877 and due to stockholders increased by such amount as
a result of certain stockholders transferring stock to a creditor for legal
fees.





- Used
proceeds aggregating $35,750 to directly repay and officers loan (see Note I).





NOTE
C—INCOME TAXES





Due to
the operating loss and the inability to recognize an income tax benefit
therefrom, there is no provision for current or deferred federal or state income
taxes for the year ended December 31, 2004.





Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.





23




NOTE
C—INCOME TAXES (CONT.)





The
Company’s total deferred tax asset, calculated using federal and state effective
tax rates, as of December 31, 2004 is as follows:





Total
deferred tax
assets $96,000


Valuation
allowance    (96,000)





Net
deferred tax
asset $
----


=======





The
reconciliation of income taxes computed at the federal statutory income tax rate
to total income taxes for the year ended December 31, 2004 and 2003 is as
follows:








Income
tax computed at the federal statutory rate    34%


State
income taxes, net of federal tax
benefit 4%


Valuation
allowance (38%)


Total
deferred tax
asset 0%





Because
of the Company’s lack of earnings history, the deferred tax asset has been fully
offset by a valuation allowance.





As of
December 31, 2004, the Company had federal and state net operating loss
carryforwards in the amount of approximately $2,544,000 which expire at various
times through the year 2025.





NOTE
D—GOING CONCERN





As shown
in the accompanying financial statements, the Company has suffered recurring
losses from operations to date. During 2004, the Company had a net loss of
$2,544,317, a net deficiency of $3,425,987 and a net working capital deficit of
$398,260. The Company’s ability to continue as a going concern must be
considered in light of the problems, expenses, and complications frequently
encountered by entrance into established markets and the competitive environment
in which the Company operates. The Company plans to continue to fund the
operating expenses through issuance of common stock for services and/or cash and
to continue to borrow from certain shareholders or unrelated parties. However,
there is no assurance that the Company will be successful in its efforts to
raise capital. These factors, among others, indicate that the Company may be
unable to continue as a going concern for a reasonable period of time. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.





24




NOTE
E—SALE OF INVESTMENT IN LAND





In July
2003, the Company purchased a 60% interest in Ecats Development, LLC (the “LLC”)
from an entity related to the Company by virtue of one of our officer’s
ownership interest. As consideration, the Company issued a 6% note payable for
$250,000. The note was paid in November 2003, the LLC was dissolved, and the
Company received twenty residential lots located in Sebring, Florida in exchange
for the LLC interest. The lots had a cost of approximately $141,000 at the date
of the dissolution, and accordingly the expenses included a $109,000 charge
representing the reduction in value of the investment. In October of 2004, the
twenty lots were sold to BC Home Ventures Ltd. for $135,000. The Company
recognized a $6,000 loss on the sale of these lots.





NOTE
F—ACQUITISITONS





On
December 5, 2004, the Company entered into an agreement to acquire 79% of the
issued and outstanding shares of Pokerbook Gaming Corporation (“Pokerbook”).
Pokerbook exchanged 50,000,000 of its common shares for 10,000,000 shares of the
Company’s shares. The 79% ownership of Pokerbook stock by the Company will
result in a change of control.





During
the second quarter, the Company issued 58,000,000 shares of its common stock as
potential partial consideration for a planned acquisition of Westar SA, a
sawmill and timber plantation in Venezuela. The shares are being held in escrow
and will be returned to the Company if the acquisition is not
consummated.





During
the first quarter of 2004, the Company issued 10,500,000 shares to certain
owners of Smith-Forestal; an entity that the Company anticipates acquiring. If
the acquisition is not consummated, the shares will be returned to the
Company.





NOTE
G—SEGMENT REPORTING





In June
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, *“Disclosures
about Segments of an Enterprise and Related Information.”* This
statement requires companies to report information about operating segments in
interim and annual consolidated financial statements. It also requires segment
disclosures about products and services, geographic areas and major customers.
The Company determined that it did not have any separately reportable operating
segments as of December 31, 2004 and 2003.




25




NOTE
H—EQUITY





During
2004, the Company issued 94,991,130 common shares—21,840,924 for compensation
services and 74,150,206 for interest, collateral on notes payable, and
acquisitions. The Company canceled 12,000,000 common shares that were
outstanding at December 31, 2003 as the consulting agreement giving rise to the
issuance of these shares was terminated and canceled before services were
rendered.





NOTE
I--N ON-QUALIFIED
STOCK COMPENSATION PLAN





In
February 2004, the Company’s Board of Directors approved the 2004 Non-Qualified
Stock Option Plan (the “Plan”). The Plan permits the following separate types of
grant:





--Options
may be granted to purchase shares of our common stock,


--Stock
awards may be granted, and


--Opportunities
to make direct purchases of our stock may be authorized.





The
initial number of shares which could be issued under the Plan was 5,000,000. In
March 2004, the Plan was amended to provide for the issuance of an additional
7,500,000 shares of the Company’s stock. If any option granted under the Plan
terminates or expires for any reason without having been exercised in full, or
if the Company reacquires any non-vested shares issued pursuant to awards or
purchases as mentioned above, the un-purchased shares subject to such options,
or such non-vested shares reacquired shall again be available for grants of
stock rights under the Plan. The Company’s Board of Directors shall administer
the Plan, and determine the purchase price per share of the common stock
deliverable upon exercise of an option.








NOTE
J—NOTES PAYABLE





**Notes
payable at December 31, 2004 consist of the following:**





Secured
note payable to a related party.


Bearing
5%
interest. $250,000





Secured
note payable to an unrelated party


Bearing
0%
interest. 250,000





Secured
note payable to an unrelated party.


Bearing
3.5%
interest 129,600





26




NOTE
J—NOTES PAYABLE (CONT.)





Secured
note payable to an unrelated party.


Bearing
18%
interest. 40,000





Total $669,600








NOTE
K—SUBSEQUENT EVENTS





In
February 2005, the Company filed for Business Development Corporation status
with the SEC under the Investment Act of 1940.





In
conjunction with the Company’s acquisition of Pokerbook in December 2004, the
Company announced its intention to sponsor the Pokerbook Charity Tour wherein
tournaments will be held for the benefit of various charities. The first is to
be a benefit for the children of the Christmas Asian Tsunami. The date of the
benefit is to be announced, but it will likely occur in the 2 nd quarter
of 2005.





In 2004
the Company issued 666,667 shares of its common stock as potential partial
consideration for a planned acquisition of a hockey team franchise of the World
Hockey Association. The shares are being held in escrow and will be returned to
the Company if the acquisition is not consummated. In 2005, the Company has
exited the World Hockey Association and has no further interest in the league.





In
January 2005, a funding arrangement was made with Mammoth Corporation for
$75,000. The debt has already been retired.





NOTE
L—OTHER COMMON STOCK TRANSACTIONS





During
the periods covered by these financial statements and subsequent thereto we
issued shares of common stock without registration under the Securities Act of
1933. Although we believe that the sales did not involve a public offering of
its securities and that the we did comply with the "safe harbor" exemptions from
registration, we could be liable for rescission of the sales if such exemptions
were found not to apply and this could have a material negative impact on our
financial position and results of operations.





27




NOTE
L—OTHER COMMON STOCK TRANSACTIONS (CONT.)





On August
12, 2003, we engaged a consulting firm to provide investor relations and other


services
for a period of six months, and as consideration for such services issued
300,000 shares of our common stock. The approximate fair value of these shares
$15,000 has been included in stock based compensation in the accompanying
December 31, 2003 statement of operations. In addition, the consulting firm
received 300,000 options to purchase shares of our common stock at $.08 per
share, which price approximated the fair value of our common stock at the date
of issuance. The options are subject to cancellation under certain conditions,
as specified in the agreement.





On
November 17, 2003, we engaged a consultant to provide financial advisory
services for a period of two years. As a result of this transaction, we agreed
to issue 300,000 shares of our common stock and will record total stock based
compensation of $57,000 during the term of the agreement, which amount was based
on the number, and fair value, of shares issued. At December 31, 2003, $4,750 of
this amount has been included in the accompanying 2003 statement of operations;
the remaining amount has been reflected as deferred stock compensation and will
be amortized to expense in 2004 and 2005. In addition, we granted the following
consideration and/or potential future consideration to this consultant:





- 300,000
options to purchase shares of our common stock at a price of $.50 per share at
any time through November 16, 2008.





- A
financing fee equal to 10% of any indebtedness or equity we issue and/or obtain
as a result of this consultant's efforts and/or relationships.





- A
quarterly finder's fee ranging from 5% to 1% of any gross revenues we generate
through or as a result of a introduction we receive through this consultant's
efforts. The fee starts at 5% and is reduced as sales dollars increase.





- A
transaction fee ranging from 5% to 1% of any merger, acquisition, joint venture,
private placement or other similar transaction we enter through this
consultants' efforts.





On
December 17, 2003, we issued 300,000 shares of our common stock to a consultant
for investor relations services for a period of six months. As a result of this
transaction, we will record total stock based compensation of $27,000 during the
term of the agreement, which amount was based on the number, and fair value, of
shares issued. In addition, we agreed to provide cash compensation of $4,000 per
month during the term of the agreement. We have recognized $4,000 of cash based
consulting expense in the accompanying 2003 statement of operations, and
deferred the entire stock based compensation of $27,000. This amount will be
amortized to expense in 2004.





28





NOTE
L—OTHER COMMON STOCK TRANSACTIONS (CONT.)





In
addition, we satisfied various other expenses via the issuance of 155,000 shares
of our common stock. As a result of this transaction, we recorded $54,200 of
stock based compensation in 2003.





On
December 29, 2003, we sold 500,000 shares of our common stock under a private
placement to an individual investor for cash of $35,750 (or $.07 per share). In
addition, we granted this individual 500,000 warrants to purchase our common
stock for a price of $.143 per share, which warrants expire on December 31,
2004, provided that our stock price and volume equals or exceeds certain defined
targets. If such targets are not achieved in 2004 and/or at various other
subsequent expiration dates, then the warrants can potentially be extended
through December 31, 2008. The proceeds from this sale were used to directly
repay a loan from an officer.





At
December 31, 2003, outstanding common shares include 12,000,000 shares that were
canceled subsequent to such date. We had instructed our transfer agent to issue
these shares in 2003 as we anticipated entering a financing arrangement, however
no agreement was entered into, and no expense was applicable.





During
the year ended December 31, 2003, we canceled 1,140,000 shares of common stock
that had been previously reflected as outstanding because the related
consideration was never paid for the shares.





29


****


**ITEM
8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
DISCLOSURE**




Effective
August 18, 2004, the client-auditor relationship between Senticore, Inc. and
Stark Winter Schenkein & Co., LLP, ("Stark") ceased as the former accountant
resigned. On August 18, 2004, we engaged Traci J. Anderson, C.P.A ("Anderson")
as our principal independent public accountant to audit our financial
statements. The decision to change accountants was approved by our board of
directors. Stark had served as our auditor since March 9, 2004.




Anderson
is succeeding Stark. Stark audited our balance sheet as of December 31, 2003 and
the related statements of operations, stockholders' deficit, and cash flows for
the year then ended. Stark's report on our financial statements for the year
ended December 31, 2003 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 our ability to continue as a
going concern.




We had no
disagreements with Stark during the engagement. Prior to the engagement of
Anderson, we did not discuss any application of accounting principles to a
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered by Anderson.




**ITEM
8a. Controls and Procedures**




*Quarterly
Evaluation of Controls* . As of
the end of the period covered by this annual report on Form 10-KSB, we evaluated
the effectiveness of the design and operation of (i) our disclosure controls and
procedures ("Disclosure Controls"), and (ii) our internal control over financial
reporting ("Internal Controls"). This evaluation ("Evaluation") was performed by
our President and Chief Executive Officer, Jay Patel ("CEO"), and by Carl
Gessner, our Chief Financial Officer ("CFO"). In this section, we present the
conclusions of our CEO and CFO based on and as of the date of the Evaluation,
(i) with respect to the effectiveness of our Disclosure Controls, and (ii) with
respect to any change in our Internal Controls that occurred during the most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect our Internal Controls.




*CEO
and CFO Certifications* .
Attached to this annual report, as Exhibits 31.1 and 31.2, are certain
certifications of the CEO and CFO, which are required in accordance with the
Exchange Act and the Commission's rules implementing such section (the "Rule
13a-14(a)/15d-14(a) Certifications"). This section of the annual report contains
the information concerning the Evaluation referred to in the Rule
13a-14(a)/15d-14(a) Certifications. This information should be read in
conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete
understanding of the topic presented.





30
 
 **
 *Disclosure
Controls and Internal Controls* .
Disclosure Controls are procedures designed with the objective of ensuring that
information required to be disclosed in our reports filed with the Commission
under the Exchange Act, such as this annual report, is recorded, processed,
summarized and reported within the time period specified in the Commission's
rules and forms. Disclosure Controls are also designed with the objective of
ensuring that material information relating to us is made known to the CEO and
the CFO by others, particularly during the period in which the applicable report
is being prepared. Internal Controls, on the other hand, are procedures which
are designed with the objective of providing reasonable assurance that (i) our
transactions are properly authorized, (ii) the Company's assets are safeguarded
against unauthorized or improper use, and (iii) our transactions are properly
recorded and reported, all to permit the preparation of complete and accurate
financial statements in conformity with accounting principals generally accepted
in the United States.
  *Limitations
on the Effectiveness of Controls* . Our
management does not expect that our Disclosure Controls or our Internal Controls
will prevent all error and all fraud. A control system, no matter how well
developed and operated, can provide only reasonable, but not absolute assurance
that the objectives of the control system are met. Further, the design of the
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances so of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of a system
of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated objectives under all potential future conditions. Over
time, control may become inadequate because of changes in conditions, or because
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
  *Scope
of the Evaluation* . The CEO
and CFO's evaluation of our Disclosure Controls and Internal Controls included a
review of the controls' (i) objectives, (ii) design, (iii) implementation, and
(iv) the effect of the controls on the information generated for use in this
annual report. In the course of the Evaluation, the CEO and CFO sought to
identify data errors, control problems, acts of fraud, and they sought to
confirm that appropriate corrective action, including process improvements, was
being undertaken. This type of evaluation is done on a quarterly basis so that
the conclusions concerning the effectiveness of our controls can be reported in
our quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The
overall goals of these various evaluation activities are to monitor our
Disclosure Controls and our Internal Controls, and to make modifications if and
as necessary. Our external auditors also review Internal Controls in connection
with their audit and review activities. Our intent in this regard is that the
Disclosure Controls and the Internal Controls will be maintained as dynamic
systems that change (including improvements and corrections) as conditions
warrant.





31
 
 
 Among
other matters, we sought in our Evaluation to determine whether there were any
significant deficiencies or material weaknesses in our Internal Controls, which
are reasonably likely to adversely affect our ability to record, process,
summarize and report financial information, or whether we had identified any
acts of fraud, whether or not material, involving management or other employees
who have a significant role in our Internal Controls. This information was
important for both the Evaluation, generally, and because the Rule
13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO
disclose that information to our Board (audit committee), and to our independent
auditors, and to report on related matters in this section of the annual report.
In the professional auditing literature, "significant deficiencies" are referred
to as "reportable conditions". These are control issues that could have
significant adverse affect on the ability to record, process, summarize and
report financial data in the financial statements. A "material weakness" is
defined in the auditing literature as a particularly serious reportable
condition where the internal control does not reduce, to a relatively low level,
the risk that misstatement cause by error or fraud may occur in amounts that
would be material in relation to the financial statements and not be detected
within a timely period by employee in the normal course of performing their
assigned functions. We also sought to deal with other controls matters in the
Evaluation, and in each case, if a problem was identified, we considered what
revisions, improvements and/or corrections to make in accordance with our
ongoing procedures.
  *Conclusions* . Based
upon the Evaluation, the Company's CEO and CFO have concluded that, subject to
the limitations noted above, our Disclosure Controls are effective to ensure
that material information relating to the Company is made known to management,
including the CEO and CFO, particularly during the period when our periodic
reports are being prepared, and that our Internal Controls are effective to
provide reasonable assurance that our financial statements are fairly presented
inconformity with accounting principals generally accepted in the United States.
Additionally, there has been no change in our Internal Controls that occurred
during our most recent fiscal quarter that has materially affected, or is
reasonably likely to affect, our Internal Controls.





32


****


**PART
III**





**ITEM
9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY**





**OFFICERS
AND DIRECTORS**





The
executive officers and directors of the Company and their ages as of the date of
this Annual Report to Shareholders are as follows:





NAME
    AGE
    POSITIONJay
      Patel
    33
    Chief
      Executive Officer and Chief Operating OfficerCarl
      Gessner
    58
    President/Chief
      Financial Officer/Secretary/Treasurer/Director


******


***Carl
A. Gessner, President, Chief Financial Officer, Secretary, Treasurer,
Director***




Carl A.
Gessner has a quarter century of business experience as well as more than a
decade of service in law enforcement in his native New Jersey. From 1982 to
1995, he worked as a realtor in New Jersey and Florida. From 1995 to 1997, he
served as business manager of two sister financial services firms: The Wall
Street Money center and the Wall Street Money Management Group in Boca Raton,
Florida, where he was responsible for budgeting, purchasing, payroll, human
resources and other day-to-day office functions. In 1997, he was promoted to
Financial Operations Principal, a position he held until May of 1999. In that
position, he was responsible for all operations and financial reporting
functions, including service as compliance officer for both firms. He became
Chief Compliance Officer for Traderight Securities in May, 2001, where he served
until his promotion to Vice-President in 2002. Carl Gessner joined Senticore,
Inc. in 2003 and became its first President, a position he continues to hold.
When Senticore acquired Pokerbook Gaming Corporation in December, 2004, Gessner
became President of that firm also. He holds a degree in Business Administration
from Rider College in Lawrenceville, NJ having graduated in 1968.




***Jay
R. Patel, Chief Executive and Operating Officer,
Director***




Jay Patel has
been a licensed professional and principal of a brokerage firm in the securities
industry for over a decade. During the past five years Mr. Patel owned and
operated TradeRight Securities based in southern Florida. TradeRight’s primary
focus included proprietary trading. Throughout his career, Mr. Patel has
specialized in investment banking and trading, including systems, software and
analysis. He has managed or owned active trading firms offering direct access
trading to both professional traders and active retail accounts. Through an
investment banking transaction, Mr. Patel originally assisted the new management
team acquire Senticore, Inc. Upon selling his interest in TradeRight Securities
in 2003, Mr. Patel has joined the Senticore executive team full time, and today,
he directs all of his focus towards making Senticore a successful public holding
company. Mr. Patel majored in Finance and Economics at the University of
Illinois in Chicago.





33
 
 ****
 **Committees
of The Board Of Directors**
  We
presently do not have an audit committee, compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees. However, our board of directors intends to
establish various committees during the current fiscal year.
  **Compensation
of Directors**
  Our
directors do not receive cash compensation for their services as directors or
members of committees of the board, but are reimbursed for their reasonable
expenses incurred in attending board or committee meetings.
  **Terms
of Office**
  Our
directors are appointed for terms of one year.  Our current Board members
will continue to retain their position until the next annual shareholders
meeting.
  **Audit
Committee Financial Expert**
  The
Company does not have a separately designated standing audit committee. Pursuant
to Section 3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts
as an audit committee for the purpose of overseeing the accounting and financial
reporting processes, and our audits of the financial statements. The Commission
recently adopted new regulations relating to audit committee composition and
functions, including disclosure requirements relating to the presence of an
"audit committee financial expert" serving on its audit committee. In connection
with these new requirements, our Board of Directors examined the Commission's
definition of "audit committee financial expert" and concluded that we do not
currently have a person that qualifies as such an expert. Presently, there are
only four (4) directors serving on our Board, and we are not in a position at
this time to attract, retain and compensate additional directors in order to
acquire a director who qualifies as an "audit committee financial expert", but
we intend to retain an additional director who will qualify as such an expert,
as soon as reasonably practicable. While neither of our current directors meets
the qualifications of an "audit committee financial expert", each of our
directors, by virtue of his past employment experience, has considerable
knowledge of financial statements, finance, and accounting, and has significant
employment experience involving financial oversight responsibilities.
Accordingly, we believe that our current directors capably fulfill the duties
and responsibilities of an audit committee in the absence of such an
expert.





34
 
 ****
 **Code
of Ethics**
  We are
presently working with our legal counsel to prepare and adopt a code of ethics
that applies to our principal chief executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions (the "Code of Ethics"). A draft of the Code of Ethics is
attached hereto as Exhibit 14.1. The Code of Ethics is being designed with the
intent to deter wrongdoing, and to promote the following:
  Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts if interest between personal and professional
relationships
  Full,
fair, accurate, timely and understandable disclosure in reports and documents
that a small business issuer files with, or submits to, the Commission and in
other public communications made by the small business issuer
  Compliance
with applicable governmental laws, rules and regulations
  The
prompt internal reporting of violations of the code to an appropriate person or
persons identified in the code
  Accountability
for adherence to the code
  There
have been no events under any bankruptcy act, any criminal proceedings and any
judgments or injunctions material to the evaluation of the ability and integrity
of any director or executive officer during the past 5 years.
  **Section
16(a) Beneficial Ownership Reporting Compliance**
  Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act, are
required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash-only rights) and any changes in
that ownership with the Commission. Specific due dates for these reports have
been established, and the Company is required to report, in this Form 10-KSB,
any failure to comply therewith during the fiscal year ended December 2003. We
believe that all of these filing requirements were satisfied by our executive
officers, directors and by the beneficial owners of more than 10% of our common
stock. In making this statement, we have relied solely on copies of any
reporting forms received by it, and upon any written representations received
from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial
Ownership) was required to be filed under applicable rules of the
Commission.





35
 
 ****
 **ITEM
10.  EXECUTIVE COMPENSATION**
  ***Summary
Compensation Table.*** The
following table sets forth the annual and long-term compensation for services in
all capacities for the fiscal years ended December 31, 2004 and 2003 paid to
Carl Gessner and Jay Patel, our current officers. No other executive officers
received compensation during the fiscal year ended December 31, 2004 or
2003.





**Summary
Compensation Table**





Name
      and Position
    Fiscal
      Year
    Annual
      Salary
    Bonuses
    Other
      Compen- sation
    Restricted
      Stock Awards
    LTIP
      Options
    Restricted
      Stock Bonuses(1)
    (2)
    (3)
    (4)Carl
      Gessner, President
    2004
      2003
    $75,000
      $62,500
    -0-
      -0-
    -0-
      -0-
    -0-
      -0-
    -0-
      -0-
    -0-
      -0-Jay
      Patel, Chief Executive Officer
    2004
      2003
    $125,000
      $120,000
    -0-
      -0-
    -0-
      -0-
    -0-
      -0-
    -0-
      -0-
    -0-
      -0-





(1)
    The
      dollar value of base salary (cash and non-cash)
  received.


(2)
    The
      dollar value of bonus (cash and non-cash) received.


(3)
    During
      the periods covered by the Summary Compensation Table, the Company did not
      pay any other annual compensation not properly categorized as salary or
      bonus, including perquisites and other personal benefits, securities or
      property.


(4)
    Issuances
      of restricted stock for services rendered. These shares were valued at the
      then average bid-ask price.





Retired
Chairman of the Board, Rohit Patel, received no compensation in 2002. He was
paid in S-8 stock for 2003 in a sum equivalent to $125,000 per annum. He retired
as of November 30, 2004.




**EMPLOYMENT
AGREEMENTS**




There are
no employment agreements between us and any of our management.




**Indemnification**




Under
Delaware law, a corporation may indemnify its officers, directors, employees and
agents under certain circumstances, including indemnification of such person
against liability under the Securities Act of 1933, as amended. Section 78.037
of the Delaware Revised Statutes and Senticore, Inc.'s Articles of Incorporation
and Bylaws provide that a director of this corporation shall not be personally
liable to the corporation or its stockholders for monetary damages due to breach
of fiduciary duty as a director except for liability (a) for acts or omissions
not in good faith which involve intentional misconduct, fraud or a knowing
violation of law; or (b) for the payments of distribution in violation of
Delaware Revised Statute 78.300.





36
 
 
 
 The effect of
these provisions may be to eliminate the rights of Senticore and its
stockholders (through stockholders' derivative suit on behalf of Senticore) to
recover monetary damages against a director for breach of fiduciary duty as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (a) - (b) of the
preceding paragraph. Further, Section 78.752 of Delaware Revised Statutes
permits a corporation to purchase and maintain liability insurance on behalf of
its officers, directors, employees and agents. Senticore does not maintain such
liability insurance.
  **ITEM
11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT**
  The following
table sets forth information concerning the beneficial ownership of the Common
Stock as of the date of the Prospectus, for (a) each person known to the Company
to be a beneficial owner of the Common Shares; (b) each director; (c) each
executive officer designated in the section captioned MANAGEMENT--Executive
Compensation; and (d) all directors and executive officers as a group. Except as
otherwise noted, each person named below had sole voting and investment power
with respect to such securities.








**BENEFICIAL
      OWNERSHIP (1)**





**NAME
      AND ADDRESS**
    
    **SHARES**
    **PERCENT**Jay
      Patel (1) (2)
    
    2,926,277
    2.0%Carl
      Gessner (1) (2)
    
    1,637,772
    1.2%All
      directors and executive officers as a group (2 persons)
    
    4,465,049
    3.2%





(1)
 Under Rule 13d-3, a beneficiary owner of a security includes any person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares:  (1) voting power, which includes
the power to vote, or to direct the voting shares; and (ii) investment power,
which includes the power to  dispose or direct the disposition of
shares.




(2)
 All officers and directors can be contacted at the Company’s principal
place of business located at 2410 Hollywood Blvd, Hollywood, Florida
 33020.




37


****


**ITEM
12- CERTAIN RELATIONSHIPS and RELATED TRANSACTIONS**




The
following information pertains to all transactions during the last two years, or
proposed transactions, to which we were or are to be a part, in which any of our
former or current officers or directors, or nominees for appointment as an
officer or director, any material shareholder listed above and any member of the
immediate family (including spouse, parents, children, siblings and in-laws) of
any of the foregoing persons.




We
recognized $200,000 and $235,500 of employee compensation during the respective
years ended December 31, 2004 and 2003. We believe these amounts represent the
fair value of services provided to us by our officers during these
years.




On August
12, 2003, we engaged a consulting firm to provide investor relations and other
services for a period of six months, and as consideration for such services
issued 300,000 shares of our common stock. The value of these services of
approximately $15,000, which amount, has been included in stock based
compensation in the accompanying December 31, 2003 statement of operations. In
addition, the consulting firm received 300,000 options to purchase shares of our
common stock at $.08 per share, which price approximated the fair value of our
common stock at the date of issuance. The options are subject to cancellation
under certain conditions, as specified in the agreement.




On
November 17, 2003, we engaged a consultant to provide financial advisory
services for a period of two years. As a result of this transaction, we agreed
to issue 300,000 shares of our common stock and will record total stock based
compensation of $57,000 during the term of the agreement, which amount was based
on the number, and fair value, of shares issued (share prices represent the
price at which other shares were sold at the date the services were rendered).
At December 31, 2003, $4,750 of this amount has been included in the
accompanying 2003 statement of operations; the remaining amount has been
reflected as deferred stock compensation and will be amortized to expense in
2004 and 2005. In addition, we granted the following consideration and/or
potential future consideration to this consultant:





38




·
    300,000
      warrants to purchase shares of our common stock at a price of $.50 per
      share at any time through November 16, 2008.


·
    A
      financing fee equal to 10% of any indebtedness or equity we issue and/or
      obtain as a result of this consultant’s efforts and/or
      relationships.


·
    A
      quarterly finder’s fee ranging from 5 to 1% of any gross revenues we
      generate through or as a result of a introduction we receive through this
      consultant’s efforts. The fee starts at 5% and is reduced as sales dollars
      increase.


·
    A
      transaction fee ranging from 5 to 1% of any merger, acquisition, joint
      venture, private placement or other similar transaction we enter through
      this consultants’ efforts.





On
December 17, 2003, we issued 300,000 shares of our common stock to a consultant
for investor relations services for a period of six months. As a result of this
transaction, we will record total stock based compensation of $27,000 during the
term of the agreement, which amount was based on the number, and fair value, of
shares issued (share prices represent the price at which other shares were sold
at the date the services were rendered). In addition, we agreed to provide cash
compensation of $4,000 per month during the term of the agreement. We have
recognized $4,000 of cash based consulting expense in the accompanying 2003
statement of operations, and deferred the entire stock based compensation of
$27,000. This amount will be amortized to expense in 2004.





In
addition, we satisfied various other expenses via the issuance of 155,000 shares
of our common stock. As a result of this transaction, we recorded $54,200 of
stock based compensation in 2004.





On
December 29, 2003, we sold 500,000 shares of our common stock under a private
placement to an individual investor for cash of $35,750 (or $.07 per share). In
addition, we granted this individual 500,000 warrants to purchase our common
stock for a price of $.143 per share, which warrants expire on December 31,
2004, provided that our stock price and volume equals or exceeds certain defined
targets. If such targets are not achieved in 2004 and/or at various other
subsequent expiration dates, then the warrants can potentially be extended
through December 31, 2008.





At
December 31, 2003, outstanding common shares includes 12,000,000 shares that
were canceled subsequent to such date. We had instructed our transfer agent to
issue these shares in 2003 as we anticipated entering a financing arrangement,
however no agreement was entered, and no expense was applicable. Because the
shares were never issued, the transaction has been recorded as an increase in
prepaid expenses and common stock in the accompanying financial
statements.





39
 
 
 During
the year ended December 31, 2003, we canceled 1,140,000 shares of common stock
that had been previously reflected as outstanding because the related
consideration was never paid for the shares.
  Our
Chairman contributed approximately $19,800 to us in 2003 for no consideration.





In July
2003, we purchased a 60% interest in Ecats Development, LLC (the “LLC”) from an
entity related to us by virtue of one of our officer’s ownership interest. As
consideration, we issued a 6% note payable for $250,000. The note was paid in
November 2003, the LLC was dissolved, and we received twenty residential lots
located in Sebring, Florida in exchange for the LLC interest. The lots had a
cost of approximately $141,000 at the date of the dissolution, and accordingly
the expenses included a $109,000 charge representing the reduction in value of
the investment. In October of 2004, the twenty lots were sold to BC Home
Ventures Ltd. for $135,000. We recognized a $6,000 loss on the sale of these
lots in the accompanying audited statements of operations.




We have
not entered into any type of employment agreement or other compensation program
or other agreement with any current officer or director and do not expect that
we will enter into such agreement until we consummate a business
acquisition.




In
December of 2004, we issued 10,000,000 shares of restricted shares to Silver
Star Capital Investors, Inc for the purchase of 50,000,000 shares of PokerBook
Gaming Corp., and a controlling interest.




In
December of 2004, we issued 1,363,700 shares to AdZone Research per the terms of
an Exclusive Marketing Rights and Joint Venture Agreement. As a related fee to
the same Agreement, we received 882,353 restricted shares from AdZone. Upon the
registration being complete, these shares will be distributed to our
shareholders of the announced dividend record date.




In
December of 2004, we issued 1,363,700 shares to Circle Group Holdings to obtain
Exclusive Marketing Rights for their proprietary Z-Bind adhesive product used
within the timber industry.




For the
above mentioned items, we relied on Section 4(2) of the Securities Act for an
exemption in issuing these shares, since the purchasers were our offerees and
had full access to our information, and were knowledgeable about us and the
investment, they were sophisticated, had the financial means to bear the risk of
the investment, and the transaction was a private one and the shares were marked
with a restrictive legend.





40
 
 
 To the
best knowledge of the issuer, no unregistered securities of the issuer were sold
within one year prior to the filing of this notification by or for the account
of any person who at this time was a director, officer, or principal security
holder of the issuer, or was an underwriter of any securities of the
issuer.
  As
discussed in greater detail in Part 1, Item 1 above, on December 5, 2004, we
entered into an agreement to acquire 79% of the issued and outstanding shares of
Pokerbook Gaming Corporation (“Pokerbook”). Pokerbook exchanged 50,000,000 of
its common shares for 10,000,000 shares of our shares. The 79% ownership of
Pokerbook stock by us resulted in a change of control.
  During
the second quarter, we issued 58,000,000 shares of our common stock as potential
partial consideration for a planned acquisition of Westar SA, a sawmill and
timber plantation in Venezuela. The shares are being held in escrow and will be
returned to us if the acquisition is not consummated.
  During
the first quarter of 2004, we issued 10,500,000 shares to certain owners of
Smith-Forestal; an entity that we anticipate acquiring. If the acquisition is
not consummated, the shares will be returned to us.
  In
February 2004, we commenced the 2004 Non-Qualified Stock Option Plan (the
“Plan”). The Plan permits the following separate types of grant:
  -Options
may be granted to purchase shares of our common stock,
  -Stock
awards may be granted, and
  -Opportunities
to make direct purchases of our stock may be authorized.
 
 T he
initial number of shares which could be issued under the Plan was 5,000,000. In
March 2004, the Plan was amended to provide for the issuance of an additional
7,500,000 shares of our stock. If any option granted under the Plan terminates
or expires for any reason without having been exercised in full, or if we
reacquire any non-vested shares issued pursuant to awards or purchases as
mentioned above, the un-purchased shares subject to such options, or such
non-vested shares reacquired shall again be available for grants of stock rights
under the Plan. The Board of Directors shall administer the Plan, and determine
the purchase price per share of the common stock deliverable upon exercise of an
option.





41








**PART
IV**





**ITEM
13.  EXHIBITS AND REPORTS ON FORM 8-K**





**(a)**    **INDEX
TO EXHIBITS**





EXHIBIT     DESCRIPTION


NUMBER


-------------    -----------------------------------------------





3.01*  Articles
of Incorporation of Company





3.03*  Bylaws of
Company





4.01*  Form of
Common Stock Certificate





14.1 Code of Ethics




31.1.  Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive
Officer




31.2.  Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial
Officer




32.1. Section
1350 Certifications of Chief Executive Officer




32.2.  Section 1350 Certifications of Chief Financial
Officer








*
   Previously filed with the Securities and Exchange Commission
and incorporated by reference





42





(b)
  Reports on Form 8-K





During
2004, we filed 8-K’s disclosing the following:





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.





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 approved by the Company’s board of directors. Kingery had served
as the Company's auditor since inception on January 5, 1999.





On August
18, 2004, the Registrant engaged Traci J. Anderson, C.P.A. as its independent
auditor. The decision to appoint the new independent accountant was recommended
and approved by the Registrant's Board of Directors. As previously filed in a
Form 8-K on March 10, 2004, the Registrant disclosed the resignation of Kingrey,
Crouse, & Hohl, P.A. as independent accountants and announcing the
engagement of Stark, Winter, Schenkein & Co. LLP. Effective August 25, 2004,
the client-auditor relationship between the Company and Stark, Winter, Schenkein
& Co. LLP also ceased as the Company dismissed this accountant.





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 pink sheets, 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.


****


**Item
14.**  **Principal
Accountant Fees and Services**




**Fees
Billed For Audit and Non-Audit Services**




The
following table represents the aggregate fees billed for professional audit
services rendered to the independent auditors, Traci J. Anderson, CPA
("Anderson") and Stark, Winter, Schenkein & Co. (“Stark”) for our audits of
the annual financial statements for the years ended December 31, 2004 and 2003,
and all fees billed for other services rendered by Anderson and Stark during
those periods.





Year
      Ended December 31
    2004
    
    2003Anderson
    
    Stark*Audit
      Fees(1)
    $
      7,500
    (2)
    $
      4,000
    (3)Audit-Related
      Fees(2)
    --
    
    --Tax
      Fees(3)
    --
    
    475All
      Other Fees(4)
    2,500
    
    4,950Total
      Accounting Fees and Services
    $10,000
    
    $9,425





43





(1)  *Audit
Fees* . These
are fees for professional services for our audit of the annual financial
statements, and for the review of the financial statements included in our
filings on Form 10-QSB, and for services that are normally provided in
connection with statutory and regulatory filings or engagements.




(2)  *Audit-Related
Fees* . These
are fees for the assurance and related services reasonably related to the
performance of the audit or the review of our financial statements.




(3)  *Tax
Fees* . These
are fees for professional services with respect to tax compliance, tax advice,
and tax planning.




(4)  *All
Other Fees* . These
are fees for permissible work that does not fall within any of the other fee
categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.




**Pre-Approval
Policy For Audit and Non-Audit Services**




We do not
have a standing audit committee, and the full Board performs all functions of an
audit committee, including the pre-approval of all audit and non-audit services
before we engage an accountant. All of the services rendered to us by Anderson
and Stark were pre-approved by our Board of Directors.




We are
presently working with our legal counsel to establish formal pre-approval
policies and procedures for future engagements of our accountants. The new
policies and procedures will be detailed as to the particular service, will
require that the Board or an audit committee thereof be informed of each
service, and will prohibit the delegation of pre-approval responsibilities to
management. It is currently anticipated that our new policy will provide (i) for
an annual pre-approval, by the Board or audit committee, of all audit,
audit-related and non-audit services proposed to be rendered by the independent
auditor for the fiscal year, as specifically described in the auditor's
engagement letter, and (ii) that additional engagements of the auditor, which
were not approved in the annual pre-approval process, and engagements that are
anticipated to exceed previously approved thresholds, will be presented on a
case-by-case basis, by the President or Principal Accounting Officer, for
pre-approval by the Board or audit committee, before management engages the
auditors for any such purposes. The new policy and procedures may authorize the
Board or audit committee to delegate, to one or more of its members, the
authority to pre-approve certain permitted services, *provided
that* the
estimated fee for any such service does not exceed a specified dollar amount (to
be determined). All pre-approvals shall be contingent on a finding, by the
Board, audit committee, or delegate, as the case may be, that the provision of
the proposed services is compatible with the maintenance of the auditor's
independence in the conduct of its auditing functions. In no event shall any
non-audit related service be approved that would result in the independent
auditor no longer being considered independent under the applicable rules and
regulations of the Securities and Exchange Commission.





44


****


**SIGNATURES**





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





**SENTICORE,
INC.:**







**April
      15, 2005**
    
    **/s/
      JAY PATEL****Jay
      Patel, /CEO and COO**




**April
      15, 2005**
    
    **/s/
      CARL GESSNER****Carl
      Gessner,
    President/Treasurer/Secretary/Director/CFO**




45