content: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  AMENDMENT NO. 1
                                         TO
                                      FORM S-8
  
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  SENTICORE, INC.
                                  ----------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              DELAWARE                             11-3504866
  -------------------------------                  ----------
  (STATE  OR  OTHER  JURISDICTION                (IRS  EMPLOYER
        OF  INCORPORATION)                     IDENTIFICATION  NO.)
  
  
  2410  HOLLYWOOD  BLVD.,  HOLLYWOOD,  FLORIDA                          33020
  --------------------------------------------                          -----
  (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                       (ZIP CODE)
  
  
                             STOCK ISSUANCE PURSUANT TO
  AMENDED 2004 NON-QUALIFIED STOCK OPTION PLAN
                      ----------------------------------------
                              (FULL TITLE OF THE PLAN)
  
  
                                                       COPY  TO:
  CARL  GESSNER                              DAVID  M.  LOEV,  ATTORNEY  AT  LAW
  SENTICORE,  INC.                           2777  ALLEN  PARKWAY
  2410  HOLLYWOOD  BLVD.                     SUITE  1000
  HOLLYWOOD,  FLORIDA  33020                 HOUSTON,  TEXAS  77019
  (954)  927-0866                            (713)  524-4110
  NAME,  ADDRESS  AND  TELEPHONE
  (NUMBER  OF  AGENT  FOR  SERVICE)
  
  
  
  
       APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
  
  <TABLE>
  <CAPTION>
  
                                   CALCULATION OF REGISTRATION FEE
  
  
  TITLE OF SECURITIES            AMOUNT TO BE   PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
  TO BE REGISTERED                REGISTERED     OFFERING PRICE        AGGREGATE      REGISTRATION
                                                      PER              OFFERING            FEE
                                                   SHARE (1)             PRICE
  <S>                            <C>           <C>                 <C>                <C>
  Common Stock, $.001 par value   7,500,000           $.12              $900,000          $114.03
  <FN>
  
  (1)  Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
       determining  the  registration  fee.  The  offering  price  is based on the
       average  bid  and asked price as reported on the NASDAQ Electronic Bulletin
       Board  as  of  March  5,  2004.
  </TABLE>
  
  <PAGE>
  
  INCORPORATION BY REFERENCE
  OF
  EARLIER REGISTRATION STATEMENT
  
  Senticore,  Inc.  (the  "Registrant")  previously registered 5,000,000 shares of
  Common  Stock,  par  value  $.001  per  share,  for  issuance  under  its  2004
  Non-Qualified  Stock  Option  Plan (the "Plan"). The registration of such shares
  was  affected on a Form S-8 Registration Statement filed with the Securities and
  Exchange Commission on February 4, 2004, bearing the file number 333-112478 (the
  "Initial  Registration  Statement").  The  Registrant  has  amended  the Plan to
  provide  for the issuance thereunder of an additional 7,500,000 shares of Common
  Stock  (the  "Amended  Plan").  This  Registration  Statement  is being filed to
  register  the  additional  7,500,000 shares of Common Stock of the same class as
  those  for  which  the Initial Registration Statement is effective. Accordingly,
  pursuant  to  General  Instruction  E  of  Form S-8, the contents of the Initial
  Registration  Statement  is  hereby  incorporated  herein  by  reference.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  8.     EXHIBITS
  
  4.1     Amended 2004  Non-Qualified  Stock  Option  Plan
  5.1     Opinion  and  consent of David M. Loev, Attorney at Law re: the legality
          of  the  shares  being  registered
  23.1    Consent  of  David  M.  Loev, Attorney at Law (included in Exhibit 5.1)
  23.2    Consent  of  Kingery,  Crouse  &  Hohl,  P.A.
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant  to the requirements of the Securities Act of 1933, the registrant
  certifies  that  it  has  reasonable grounds to believe that it meets all of the
  requirements  for  filing  on  Form  S-8  and  has duly caused this registration
  statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
  authorized,  in  the  City  of Hollywood, State of Florida, on March 8, 2004.
  
                                       SENTICORE,  INC.
  
  
                                    BY: /s/ Carl Gessner
                                        -----------------------------------------
                                        Carl  Gessner,  Chief  Executive  Officer
  
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by  the  following  persons  in  the
  capacities  and  on  the  date  indicated.
  
  
       SIGNATURES                      TITLE                        DATE
       ----------                     -----                         ----
  
  
  /s/  Carl  Gessner     Chief  Executive  Officer  and        March 8,  2004
  ------------------     Director
  Carl  Gessner
  
  
  /s/  Jygnesh  Patel    Director                              March 8,  2004
  -------------------
  Jygnesh  Patel
  
  
  /s/  Rohit  Patel      Director                              March 8,  2004
  -----------------
  Rohit  Patel
  
  <PAGE>
  
  Exhibit 4.1
  
  
                                  SENTICORE, INC.
  AMENDED 2004 NON-QUALIFIED STOCK OPTION PLAN
  
       1.     Purpose.  This Amended 2004 Non-Qualified Stock Option Plan (the
              -------
  "Plan") is intended to promote the financial success and interests of Senticore,
  Inc.  (the  "Company")  and  materially  increase  shareholder  value  by giving
  incentives  to  the  eligible officers and other employees and directors of, and
  consultants and advisors to, the Company, its parent (if any) and any present or
  future  subsidiaries  of  the  Company  (collectively,  "Related  Corporations")
  through providing opportunities to acquire stock in the Company. As used herein,
  the  terms  "parent"  and "subsidiary" mean "parent corporation" and "subsidiary
  corporation",  respectively,  as  those terms are defined in Sections 424(e) and
  424(f)  or  successor provisions of the Internal Revenue Code of 1986 as amended
  from time to time (the "Code"). Any proceeds of cash or property received by the
  Company for the sale of Senticore, Inc. Common Stock pursuant to options granted
  under  this  Plan  will  be  used  for  general  corporate  purposes.
  
       2.     Structure  of  the  Plan.  The  Plan  permits the following separate
              ------------------------
  types  of  grant:
  
       A.  Options  may be granted hereunder to purchase shares of common stock of
  the  Company.  These  options  will not qualify as Incentive Stock Options.  The
  Non-Qualified  Options  are  sometimes  referred  to  hereinafter  as "Options".
  
       B.  Awards  of  stock  in  the  Company  ("Awards")  may  be  granted.
  
       C.  Opportunities  to  make  direct  purchases  of  stock  in  the  Company
  ("Purchases")  may  be  authorized.
  
  Options,  Awards  and authorizations to make Purchases are sometimes referred to
  hereinafter  as  "Stock  Rights".
  
        3.     Administration  of  the  Plan.
               -----------------------------
  
       A.  The Plan shall be administered by the Board of Directors of the Company
  (the  "Board").  The  Board  may in its sole discretion grant Options, authorize
  Purchases  and  grant Awards, as provided in the Plan. The Board shall have full
  power  and authority, subject to the express provisions of the Plan, to construe
  and  interpret  the  Plan and all Option agreements, Purchase authorizations and
  Award  grants  thereunder,  to  establish,  amend  and  rescind  such  rules and
  regulations  as  it  may  deem  appropriate for the proper administration of the
  Plan,  to determine in each case the terms and provisions which shall apply to a
  particular Option agreement, Purchase authorization, or Award grant, and to make
  all  other  determinations  which  are,  in  the  Board's judgment, necessary or
  desirable  for the proper administration of the Plan.  The Board may correct any
  defect, supply any omission or reconcile any inconsistency in the Plan or in any
  Option agreement, Purchase authorization or Award grant in the manner and to the
  extent  it  shall,  in its sole discretion, consider expedient. Decisions of the
  Board shall be final and binding on all parties who have an interest in the Plan
  or  any  Option,  Purchase, Award, or stock issuance thereunder.  No director or
  person  acting  pursuant to authority delegated by the Board shall be liable for
  any  action  or  determination  under  the  Plan  made  in  good  faith.
  
  <PAGE>
  
       B.  The  Board  may,  to  the  full extent permitted by and consistent with
  applicable  law  and  the  Company's  By-laws,  and  subject  to  Subparagraph D
  hereinbelow,  delegate  any  or  all  of  its  powers  with  respect  to  the
  administration  of  the  Plan  to a committee (the "Committee") appointed by the
  Board.  If  a  Committee  has been appointed, all references in this Plan to the
  Board  shall  mean  and  relate  to  that  Committee.
  
       C.  Those  provisions  of  this  Plan  which make express reference to Rule
  16b-3  under  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
  Act"),  or any successor rule ("Rule 16b-3"), or which are required in order for
  certain  option  transactions  to  qualify for exemption under Rule 16b-3, shall
  apply  only to those persons required to file reports under Section 16(a) of the
  Exchange  Act  (a  "Reporting  Person").
  
       D.  If  the Company registers any class of equity security under Section 12
  of  the  Exchange  Act,  the selection of a director or an officer (as the terms
  "director"  and "officer" are defined for purposes of Rule 16b-3) as a recipient
  of  an  option, the timing of the option grant, the exercise price of the option
  and the number of shares subject to the option shall be determined either (i) by
  the  Board,  if  all  of  the Board members are disinterested persons within the
  meaning of Rule 16(b)(3), or (ii) by two or more directors having full authority
  to  act  in  the  matter,  each  of  whom  shall be such a disinterested person.
  
       4.     Eligible Employees and Others.  Non-Qualified Options, Awards,  and
              --------------------------------
  authorizations  to  make  Purchases  may  be granted to any employee, officer or
  director of, or consultant or advisor to the Company or any Related Corporation,
  except  for instances where services are in connection with the offer or sale of
  securities  in  a  capital-raising  transaction,  or they directly or indirectly
  promote  or  maintain  a  market  for  the Company's securities.  In making such
  determinations,  the Board and/or the Committee may take into account the nature
  of  the  services  rendered  by  such  person, his or her present  and potential
  contribution  to  the  Company's  success,  and  such other factors as the Board
  and/or  Committee  in  its  discretion shall deem relevant.  The granting of any
  Stock Right to any individual or entity shall neither entitle that individual or
  entity  to,  nor  disqualify him from, participation in any other grant of Stock
  Rights.
  
       5.     Stock.  The  stock subject to Options, Awards and Purchases shall be
              -----
  authorized  but unissued shares of common stock of the Company ("Common Stock"),
  or shares of Common Stock reacquired by the Company in any manner. The aggregate
  number  of  shares  which  may  be  issued under the Plan is Twelve Million Five
  Hundred  Thousand  (12,500,000),  subject to adjustment as provided in Paragraph
  13.  If  any  Option  granted  under  the Plan shall expire or terminate for any
  reason without having been exercised in full or shall cease for any reason to be
  exercisable in whole or in part, or if the Company shall reacquire any nonvested
  shares issued pursuant to Awards or Purchases, the unpurchased shares subject to
  such Option, or such nonvested shares so reacquired shall again be available for
  grants  of  Stock  Rights  under  the Plan. No fractional shares of Common Stock
  shall  be  issued,  and the Board and/or Committee shall determine the manner in
  which  fractional  share  value  shall  be  treated.
  
       6.     Option  Agreements.  As  a condition to the grant of an Option, each
              ------------------
  recipient  of  an  Option  shall  execute  an  option agreement in such form not
  inconsistent  with  the Plan as the Board shall approve. These option agreements
  may  differ  among  recipients.  The  Board may, in its sole discretion, include
  additional  provisions  in  option  agreements,  including  without  limitation
  restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to
  make,  arrange for or guarantee loans or to transfer other property to optionees
  upon exercise of options, or such other provisions as shall be determined by the
  Board;  provided,  however,  that  such  additional  provisions  shall  not  be
  inconsistent  with  any  provision  of  the  Plan.
  
  <PAGE>
  
       7.     Option  Exercise  Price.
              -----------------------
  
       A.  Subject  to  Subparagraph  3D  of  this Plan and Subparagraph B of this
  Paragraph  7,  the purchase price per share of Common Stock deliverable upon the
  exercise  of  an  Option  ("exercise  price")  shall be determined by the Board.
  
       B.  The  exercise price of each Non-Qualified Option granted under the Plan
  shall  in  no event be less than the par value per share of the Company's Common
  Stock.
  
       8.     Cancellation  and  New  Grant of Options, Etc.  The Board shall have
              ---------------------------------------------
  the  authority to effect, at any time and from time to time, with the consent of
  the  affected  optionees, the cancellation of any or all outstanding Options and
  the grant in substitution therefor of new Options covering the same or different
  shares of Common Stock and having an exercise price per share which may be lower
  or  higher  than  the  exercise  price  per  share  of  the  canceled  Options.
  
       9.     Exercise  of  Options.
              ---------------------
  
       A.  Each  Option granted under the Plan shall be exercisable either in full
  or  in installments at such time or times and during such period as shall be set
  forth  in  the agreement evidencing the Option, subject to the provisions of the
  Plan.  The  partial  exercise  of  an  option  shall  not  cause the expiration,
  termination  or cancellation of the remaining portion thereof. The Board may, in
  its  sole  discretion,  (i)  accelerate  the  date  or dates on which all or any
  particular  Option  or  Options  granted under the Plan may be exercised or (ii)
  extend  the dates during which all, or any particular, Option or Options granted
  under  the  Plan  may  be  exercised.
  
       B.  Options  granted under the Plan may provide for payment of the exercise
  price  plus  taxes  (as  provided  in Section 22, below) by any of the following
  methods:
  
             (i)     In  cash, by wire transfer, by certified or cashier's check,
  or by money order;  or
  
             (ii)     By  delivery  to  the  Company  of  an  exercise notice that
  requests  the Company to issue to the  Optionee  the full  number  of  shares as
  to which the Option is then exercisable,  less the  number  of shares  that have
  an  aggregate  Fair  Market  Value,  as  determined  by  the  Board  in its sole
  discretion  at  the  time of exercise,  equal to the aggregate purchase price of
  the shares to which such exercise relates.  (This  method of exercise allows the
  Optionee  to  use  a portion of the shares issuable at the time of  exercise  as
  payment for the shares to which the option relates and is often referred to as a
  "cashless  exercise."  For  example,  if  the  Optionee elects to exercise 1,000
  shares  at  an exercise price of $0.25 and the current  Fair Market Value of the
  shares on the date of exercise is $1.00,  the  Optionee can use 250 of the 1,000
  shares at  $1.00 per share to pay for the  exercise  of the entire  Option  (250
  x  $1.00  =  $250.00)  and  receive  only  the  remaining  750  shares.)
  
  For  purposes  of  this  section,  "  Fair Market Value" shall be defined as the
  average  closing price of the common stock (if actual sales price information on
  any  trading  day is not available, the closing bid price shall be used) for the
  five  trading  days  prior  to the Date of Exercise of this Option (the "Average
  Closing  Bid  Price"),  as  reported  by  the National Association of Securities
  Dealers  Automated  Quotation  System  ("NASDAQ"), or if the common stock is not
  traded  on NASDAQ, the Average Closing Bid Price in the over-the-counter market;
  provided,  however,  that if the common stock is listed on a stock exchange, the
  Fair  Market Value shall be the Average Closing Bid Price on such exchange; and,
  provided  further,  that  if  the  common  stock  is not quoted or listed by any
  organization,  the fair value of the common stock, as determined by the Board of
  Directors  of  the  Company,  whose  determination shall be conclusive, shall be
  used).  In  no event shall the Fair Market Value of any share of Common Stock be
  less  than  its  par  value.
  
  <PAGE>
  
       10.     Option  Period.  Subject  to  earlier  termination  under  other
               --------------
  provisions  of  this Plan, each Option and all rights thereunder shall expire on
  such  date  as  shall  be  set  forth  in  the  applicable  option  agreement.
  
       11.     Nontransferability  of Options.  Options shall not be assignable or
               ------------------------------
  transferable  by the optionee, either voluntarily or by operation of law, except
  by  will  or  the  laws of descent and distribution, and, during the life of the
  optionee,  except  to  the extent otherwise provided in the agreement evidencing
  the  Option,  shall  be  exercisable  only  by  the  optionee.
  
       12.     Effect of Termination of Employment or Other Relationship.  Subject
               ---------------------------------------------------------
  to  all  other  provisions  of the Plan, the Board shall determine the period of
  time  during  which  an  Optionee  may  exercise  an  Option  following  (i) the
  termination  of the optionee's employment or other relationship with the Company
  or  a Related Corporation or (ii) the death or disability of the optionee.  Such
  periods  shall  be  set  forth  in  the  agreement  evidencing  the  Option.
  
       13.     Adjustments.
               -----------
  
       A.  If, through or as a result of any merger, consolidation, sale of all or
  substantially  all  of  the  assets  of  the  Company,  reorganization,
  recapitalization,  reclassification,  stock dividend, stock split, reverse stock
  split  or  other similar transaction, (i) the outstanding shares of Common Stock
  are  increased,  decreased or exchanged for a different number or kind of shares
  or  other  securities  of  the  Company,  or  (ii)  additional  shares or new or
  different shares or other securities of the Company or other non-cash assets are
  distributed  with respect to such shares of Common Stock or other securities, an
  appropriate and proportionate adjustment shall be made in (a) the maximum number
  and kind of shares reserved for issuance under the Plan, (b) the number and kind
  of  shares or other securities subject to any then outstanding Options under the
  Plan,  and  (c) the price for each share subject to any then outstanding Options
  under  the  Plan, without changing the aggregate purchase price as to which such
  Options  remain exercisable. No fractional shares shall be issued under the Plan
  on  account  of  any  such  adjustments.
  
       B.  Any  adjustments  under this Paragraph 13 shall be made by the Board of
  Directors,  whose determination as to what adjustments, if any, will be made and
  the  extent  thereof  shall  be  final,  binding  and  conclusive.
  
       14.     Rights  as  a  Shareholder.  The  holder of an Option shall have no
               --------------------------
  rights  as  a  shareholder  with  respect  to  any  shares covered by the option
  (including,  without  limitation,  any  voting  rights,  the right to inspect or
  receive  the  Company's  balance sheets or financial statements or any rights to
  receive  dividends  or non-cash distributions with respect to such shares) until
  the  date  of issue of a stock certificate for such shares.  No adjustment shall
  be  made for dividends or other rights for which the record date is prior to the
  date  such  stock  certificate  is  issued.
  
  <PAGE>
  
       15.     Merger,  Consolidation,  Asset  Sale,  Liquidation,  Etc.
               --------------------------------------------------------
  
       A.  Except as may otherwise be provided in the applicable option agreement,
  in the event of a consolidation or merger or sale of all or substantially all of
  the  assets  of  the  Company  in  which  outstanding shares of Common Stock are
  exchanged  for  securities,  cash  or other property of any other corporation or
  business  entity,  or  in  the  event of the liquidation of the Company (each, a
  "Change  in  Control"),  the Board, or the board of directors of any corporation
  assuming  the obligations of the Company, shall, in its discretion, take any one
  or  more  of the following actions, as to outstanding Options:  (i) provide that
  such  Options  shall  be assumed, or equivalent options shall be substituted, by
  the  acquiring  or  succeeding  corporation (or an affiliate thereof); (ii) upon
  written  notice  to  the optionees, provide that any and all outstanding Options
  shall become exercisable in full (to the extent not otherwise so exercisable) as
  of  a  specified  date  or  time  ("Accelerated  Vesting  Date")  prior  to  the
  consummation  of  such  transaction,  and  that  all  unexercised  Options shall
  terminate  as  of  a  specified  date  or  time  ("Accelerated Expiration Date")
  following the Accelerated Vesting Date unless exercised by the Optionee prior to
  the  Accelerated  Expiration  Date;  provided,  however, that optionees shall be
  given  a  reasonable  period of time within which to exercise or provide for the
  exercise  of  outstanding  Options  following such written notice and before the
  Accelerated  Expiration  Date; (iii) in the event of a merger under the terms of
  which  holders of the Common Stock of the Company will receive upon consummation
  thereof  a  cash  payment  for each share surrendered in the merger (the "Merger
  Price"),  terminate  each  outstanding Option in exchange for a payment, made or
  provided  for  by  the  Company,  equal  in amount to the excess, if any, of the
  Merger  Price  over  the per-share exercise price of each such Option, times the
  number  of shares of Common Stock subject to such Option; or (iv) terminate each
  outstanding Option in exchange for a cash payment equal in amount to the product
  of  the excess, if any, of the fair market value of a share of Common Stock over
  the  per-share  exercise  price  of each such Option, times the number of shares
  subject  to  such  Option.  The Board shall determine the fair market value of a
  share  of  Common  Stock  for  purposes  of  the  foregoing,  and  the  Board's
  determination  of such fair market value shall be final, binding and conclusive.
  
       B.  In  the  event  of  a  Change  in  Control and to the extent the rights
  described  in  this  Section  15B are not already substantially provided to each
  Qualified  Option  Recipient  (as  defined  below) by the Board (or the board of
  directors  of  any corporation assuming the obligations of the Company) pursuant
  to  Section  15A,  beginning on the date which is 180 days from the date of such
  Change  in  Control,  each  Qualified  Option  Recipient shall have the right to
  exercise  and  receive  from  the  Company  or  its  successor  their respective
  Acceleration  Amount  (as  defined  below).  A  "Qualified  Option Recipient" is
  defined  as  an  option  recipient  hereunder  who  both  (A)  has  maintained a
  relationship  as  an  employee, officer or director of, or consultant or advisor
  to,  the  Company  or  its  successor  for the 180 days immediately prior to the
  Change  in  Control  and (B) on the date which is 180 days after the date of the
  Change  in  Control, either (i) maintains a relationship as an employee, officer
  or  director  of,  or  consultant or advisor to, the Company or its successor or
  (ii) fails to maintain a relationship as an employee, officer or director of, or
  consultant  or advisor to, the Company or its successor by reason of having such
  relationship  terminated  by  the Company or its successor other than for Cause,
  where  "Cause"  means  willful  misconduct  or  willful  failure  of  the option
  recipient to perform the responsibilities of such option recipient's agreed-upon
  business  relationship  with  the  Company  or  its successor, including without
  limitation  such  option  recipient's breach of any provision of any employment,
  consulting,  nondisclosure,  non-competition  or  similar  agreement between the
  option  recipient  and  the  Company.  With  respect  to  each  Qualified Option
  Recipient,  the "Acceleration Amount" shall mean the lesser of (a) the number of
  additional  shares of Common Stock (or their equivalent) which would have become
  vested  pursuant  to  their  option  agreement over the twelve (12) month period
  following  the  date  of the Change in Control or (b) fifty percent (50%) of the
  shares  of  Common Stock (or their equivalent) which had not yet vested pursuant
  to  their  option  agreement as of the date of the Change in Control.  The Board
  and,  where  applicable,  the board of directors of any corporation assuming the
  obligations  of  the  Company, shall take all necessary action to accomplish the
  purposes  of  this  Section  15B, including all such actions as are necessary to
  provide  for  the  assumption  of  such  obligation  upon the Change in Control.
  
  <PAGE>
  
       C.  The  Company  may  grant  Options  under  the  Plan in substitution for
  Options  held  by  employees  of another corporation who become employees of the
  Company  or  a Related Corporation as the result of a merger or consolidation of
  the  employing  corporation  with  the Company or a Related Corporation, or as a
  result of the acquisition by the Company or a Related Corporation of property or
  stock  of  the  employing  corporation.  The  Company may direct that substitute
  Options  be  granted  on  such  terms  and  conditions  as  the  Board considers
  appropriate  in  the  circumstances.
  
       D.  In the event of a Change in Control and with respect thereto, the
  rights  and  responsibilities  of  holders of Stock Rights pursuant to this Plan
  shall  be  governed  first  and  foremost  by  the  Company's agreement with the
  respective recipient of such Stock Rights and then, to the extent applicable, by
  the  terms  of  this  Section  15.
  
       16.     Stock  Restriction  Agreement.  As  a  condition to the grant of an
               -----------------------------
  Award  or a Purchase authorization under the Plan, the recipient of the Award or
  Purchase  authorization  shall  execute  an  agreement  ("Stock  Restriction
  Agreement")  in  such  form not inconsistent with the Plan as may be approved by
  the  Board.  Stock  Restriction  Agreements  may differ among recipients.  Stock
  Restriction Agreements may include any provisions the Board determines should be
  included  and  that  are  not  inconsistent  with  any  provision  of  the Plan.
  
       17.     No  Special Employment Rights.  Nothing contained in the Plan or in
               -----------------------------
  any  option  agreement or other agreement or instrument executed pursuant to the
  provisions  of the Plan shall confer upon any Optionee any right with respect to
  the  continuation  of  his  or  her  employment  by  the  Company or any Related
  Corporation  or  interfere in any way with the right of the Company or a Related
  Corporation  at any time to terminate such employment or to increase or decrease
  the  compensation  of  the  optionee.
  
       18.     Other  Employee  Benefits.  Except as to plans which by their terms
               -------------------------
  include  such  amounts  as  compensation, no amount of compensation deemed to be
  received by an employee as a result of the grant or exercise of an Option or the
  sale  of  shares  received upon such exercise, or as a result of the grant of an
  Award  or the authorization or making of a Purchase will constitute compensation
  with  respect  to  which  any  other  employee  benefits  of  such  employee are
  determined,  including,  without  limitation, benefits under any bonus, pension,
  profit-sharing,  life insurance or salary continuation plan, except as otherwise
  specifically  determined  by  the  Board.
  
  <PAGE>
  
       19.     Amendment  of  the  Plan.
               ------------------------
  
       A.  The  Board  may at any time, and from time to time, modify or amend the
  Plan  in  any  respect.
  
       B.  The termination or any modification or amendment of the Plan shall not,
  without the consent of an optionee, affect the optionee's rights under an Option
  previously  granted.  With  the  consent of the Optionee affected, the Board may
  amend  outstanding option agreements in a manner not inconsistent with the Plan.
  The  Board  shall have the right to amend or modify (i) the terms and provisions
  of  the  Plan,  and  (ii)  the  terms  and  provisions  of  the  Plan and of any
  outstanding  Option  to  the extent necessary to ensure the qualification of the
  Plan  under  Rule  16b-3.
  
       20.     Investment  Representations.  The  Board  may require any person to
               ---------------------------
  whom  an  Option  is  granted, as a condition of exercising such Option, and any
  person  to  whom an Award is granted or a Purchase is authorized, as a condition
  thereof,  to  give  written assurances in substance and form satisfactory to the
  Board  to  the  effect that such person is acquiring the Common Stock subject to
  the  Option,  Award or Purchase for such person's own account for investment and
  not  with  any  present intention of selling or otherwise distributing the same,
  and to such other effects as the Company deems necessary or appropriate in order
  to  comply  with federal and applicable state securities laws, or with covenants
  or representations made by the Company in connection with any public offering of
  its  Common  Stock.
  
       21.     Compliance  With  Securities Laws.  Each Option shall be subject to
               ---------------------------------
  the  requirement  that  if,  at any time, counsel to the Company shall determine
  that  the  listing,  registration or qualification of the shares subject to such
  Option  upon  any  securities exchange or under any state or federal law, or the
  consent  or  approval  of  any  governmental  or  regulatory  body,  or that the
  disclosure  of non-public information or the satisfaction of any other condition
  is  necessary as a condition of, or in connection with, the issuance or purchase
  of  shares  thereunder,  such  Option may not be exercised, in whole or in part,
  unless  such  listing,  registration,  qualification,  consent  or  approval, or
  satisfaction  of  such  condition  shall  have  been  effected  or  obtained  on
  conditions  acceptable  to  the Board. Nothing herein shall be deemed to require
  the  Company  to  apply  for  or  to  obtain  such  listing,  registration  or
  qualification,  or  to  satisfy  such  condition.
  
       22.     Withholding.  The  Company  shall  have  the  right  to deduct from
               -----------
  payments  of  any kind otherwise due to the Optionee any federal, state or local
  taxes  of  any  kind  required  by law to be withheld with respect to any shares
  issued  upon  exercise  of Options under the Plan or upon the grant of an Award,
  the making of a Purchase of Common Stock for less than its fair market value, or
  the  vesting of restricted Common Stock acquired pursuant to a Stock Right.  The
  Board  in its sole discretion may condition the exercise of an Option, the grant
  of  an  Award,  the  making  of  a Purchase, or the vesting of restricted shares
  acquired by exercising a Stock Right on the grantee's payment of such additional
  withholding  taxes  by  1) additional withholding if the Optionee is an existing
  employee  with  respect  to  whom  the  Company  withholds  taxes on the date of
  exercise  (or  such other time as the Company's obligation to withhold taxes may
  accrue);  or  2) direct payment of the required withholding to the Company.  The
  Compensation  Committee  of the Board of Directors or the Board of Directors, as
  applicable,  in  their sole discretion, shall determine the amount of taxes that
  are  required  to  be  withheld.
  
  <PAGE>
  
       23.     Effective  Date  and  Duration  of  the  Plan.
               ---------------------------------------------
  
       A.  The  Plan  shall  become  effective when adopted by the Board and Stock
  Rights granted under the Plan shall become exercisable upon the Board's approval
  of  the  Plan.  Amendments  to the Plan not requiring shareholder approval shall
  become  effective  when  adopted by the Board. Stock Rights may be granted under
  the Plan at any time after the effective date and before the termination date of
  the  Plan.
  
       B.  Unless  sooner terminated as provided elsewhere in this Plan, this Plan
  shall  terminate  upon the close of business on the day next preceding the tenth
  anniversary  of the date of its adoption by the Board.  Stock Rights outstanding
  on  such  date  shall  continue  to have force and effect in accordance with the
  provisions  of  the  instruments  evidencing  such  Stock  Rights.
  
  
  Adopted  by  the  Board  of  Directors  on  March 8,  2004.
  
  
  <PAGE>
  
  Exhibit 5.1
  
  
                           DAVID M. LOEV, ATTORNEY AT LAW
                           2777 ALLEN PARKWAY, SUITE 1000
                                  HOUSTON, TX 77019
                                 713-524-4110 PHONE
                               713-524-4122 FACSIMILE
  
  March 8,  2004
  
  
  Senticore,  Inc.
  2410  Hollywood  Blvd.
  Hollywood,  Florida  33020
  
  Re:    Amendment No. 1 to Form  S-8  Registration  Statement
  
  Gentlemen:
  
  You  have  requested  that  we furnish you our legal opinion with respect to the
  legality  of  the  following  described  securities  of  Senticore,  Inc.  (the
  "Company")  covered by Amendment No. 1 to a Form S-8 Registration Statement (the
  "Registration Statement"), filed with the Securities and Exchange Commission for
  the  purpose  of  registering  such securities under the Securities Act of 1933:
  
  -    an additional 7,500,000  shares  (the "Shares") of common stock, $.001 par
       value issuable pursuant  to the  Amended 2004  Non-Qualified  Stock  Option
       Plan.
  
  In  connection  with  this opinion, I have examined the corporate records of the
  Company,  including  the  Company's  Articles  of Incorporation, Bylaws, and the
  Minutes  of  its  Board of Directors and Shareholders meetings, the Amended 2004
  Non-Qualified  Stock  Option  Plan,  the  Registration Statement, and such other
  documents  and  records  as  I  deemed relevant in order to render this opinion.
  
  Based  on the foregoing, it is my opinion that, after the Registration Statement
  becomes  effective  and  the  Shares have been issued and delivered as described
  therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.
  
  The Company has been advised that the Shares are not eligible for issuance where
  services  are  in  connection  with  the  offer  or  sale  of  securities  in  a
  capital-raising  transaction, or they directly or indirectly promote or maintain
  a  market  for  the  Company's  securities.
  
  I  hereby consent to the filing of this opinion with the Securities and Exchange
  Commission  as  an  exhibit to the Registration Statement and further consent to
  statements made therein regarding this firm and use of my name under the heading
  "Legal  Matters"  in  the  Prospectus  constituting  a part of such Registration
  Statement.
  
       Sincerely,
  
  
       /s/  David  M.  Loev,  Attorney  at  Law
  
  
  <PAGE>
  
  
  Exhibit 23.2
  
  
  Consent of Independent Auditors
  
  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
  
  We hereby consent to the incorporation by reference in the Registration
  Statement on Form S-8 of Senticore, Inc. (formerly Hojo Holdings, Inc.) of our
  report dated April 11, 2003 which appears in the Registrant's Form 10-KSB for
  the year ended December 31, 2002.
  
  /s/ Kingery, Crouse & Hohl, P.A.
  
  
  Kingery, Crouse & Hohl, P.A.
  
  March 10, 2004
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "description": "AMENDMENT 1", "secsgml_size_bytes": 37240}]
metadata_filer: {"company-data": {"conformed-name": "SENTICORE INC", "cik": "0001094788", "assigned-sic": "6770", "irs-number": "113504866", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113474", "film-number": "04660168"}, "business-address": {"street1": "2410 HOLLYWOOD BLVD.", "city": "HOLLYWOOD", "state": "FL", "zip": "33020", "phone": "954 927 0866"}, "mail-address": {"street1": "2410 HOLLYWOOD BLVD.", "city": "HOLLYWOOD", "state": "FL", "zip": "33020"}, "former-company": {"former-conformed-name": "HOJO HOLDINGS INC", "date-changed": "19990910"}}
text: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  AMENDMENT NO. 1
                                         TO
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  SENTICORE, INC.
                                  ----------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              DELAWARE                             11-3504866
  -------------------------------                  ----------
  (STATE  OR  OTHER  JURISDICTION                (IRS  EMPLOYER
        OF  INCORPORATION)                     IDENTIFICATION  NO.)
  
  2410  HOLLYWOOD  BLVD.,  HOLLYWOOD,  FLORIDA                          33020
  --------------------------------------------                          -----
  (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                       (ZIP CODE)
  
                             STOCK ISSUANCE PURSUANT TO
  AMENDED 2004 NON-QUALIFIED STOCK OPTION PLAN
                      ----------------------------------------
                              (FULL TITLE OF THE PLAN)
  
                                                       COPY  TO:
  CARL  GESSNER                              DAVID  M.  LOEV,  ATTORNEY  AT  LAW
  SENTICORE,  INC.                           2777  ALLEN  PARKWAY
  2410  HOLLYWOOD  BLVD.                     SUITE  1000
  HOLLYWOOD,  FLORIDA  33020                 HOUSTON,  TEXAS  77019
  (954)  927-0866                            (713)  524-4110
  NAME,  ADDRESS  AND  TELEPHONE
  (NUMBER  OF  AGENT  FOR  SERVICE)
  
       APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
  CALCULATION OF REGISTRATION FEE
  
  TITLE OF SECURITIES            AMOUNT TO BE   PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
  TO BE REGISTERED                REGISTERED     OFFERING PRICE        AGGREGATE      REGISTRATION
                                                      PER              OFFERING            FEE
                                                   SHARE (1)             PRICE
  Common Stock, $.001 par value   7,500,000           $.12              $900,000          $114.03
  (1)  Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
       determining  the  registration  fee.  The  offering  price  is based on the
       average  bid  and asked price as reported on the NASDAQ Electronic Bulletin
       Board  as  of  March  5,  2004.
  INCORPORATION BY REFERENCE
  OF
  EARLIER REGISTRATION STATEMENT
  
  Senticore,  Inc.  (the  "Registrant")  previously registered 5,000,000 shares of
  Common  Stock,  par  value  $.001  per  share,  for  issuance  under  its  2004
  Non-Qualified  Stock  Option  Plan (the "Plan"). The registration of such shares
  was  affected on a Form S-8 Registration Statement filed with the Securities and
  Exchange Commission on February 4, 2004, bearing the file number 333-112478 (the
  "Initial  Registration  Statement").  The  Registrant  has  amended  the Plan to
  provide  for the issuance thereunder of an additional 7,500,000 shares of Common
  Stock  (the  "Amended  Plan").  This  Registration  Statement  is being filed to
  register  the  additional  7,500,000 shares of Common Stock of the same class as
  those  for  which  the Initial Registration Statement is effective. Accordingly,
  pursuant  to  General  Instruction  E  of  Form S-8, the contents of the Initial
  Registration  Statement  is  hereby  incorporated  herein  by  reference.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  8.     EXHIBITS
  
  4.1     Amended 2004  Non-Qualified  Stock  Option  Plan
  5.1     Opinion  and  consent of David M. Loev, Attorney at Law re: the legality
          of  the  shares  being  registered
  23.1    Consent  of  David  M.  Loev, Attorney at Law (included in Exhibit 5.1)
  23.2    Consent  of  Kingery,  Crouse  &  Hohl,  P.A.
  SIGNATURES
  
       Pursuant  to the requirements of the Securities Act of 1933, the registrant
  certifies  that  it  has  reasonable grounds to believe that it meets all of the
  requirements  for  filing  on  Form  S-8  and  has duly caused this registration
  statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
  authorized,  in  the  City  of Hollywood, State of Florida, on March 8, 2004.
  
                                       SENTICORE,  INC.
  
                                    BY: /s/ Carl Gessner
                                        -----------------------------------------
                                        Carl  Gessner,  Chief  Executive  Officer
  
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by  the  following  persons  in  the
  capacities  and  on  the  date  indicated.
  
       SIGNATURES                      TITLE                        DATE
       ----------                     -----                         ----
  
  /s/  Carl  Gessner     Chief  Executive  Officer  and        March 8,  2004
  ------------------     Director
  Carl  Gessner
  
  /s/  Jygnesh  Patel    Director                              March 8,  2004
  -------------------
  Jygnesh  Patel
  
  /s/  Rohit  Patel      Director                              March 8,  2004
  -----------------
  Rohit  Patel
  Exhibit 4.1
  
                                  SENTICORE, INC.
  AMENDED 2004 NON-QUALIFIED STOCK OPTION PLAN
  
       1.     Purpose.  This Amended 2004 Non-Qualified Stock Option Plan (the
              -------
  "Plan") is intended to promote the financial success and interests of Senticore,
  Inc.  (the  "Company")  and  materially  increase  shareholder  value  by giving
  incentives  to  the  eligible officers and other employees and directors of, and
  consultants and advisors to, the Company, its parent (if any) and any present or
  future  subsidiaries  of  the  Company  (collectively,  "Related  Corporations")
  through providing opportunities to acquire stock in the Company. As used herein,
  the  terms  "parent"  and "subsidiary" mean "parent corporation" and "subsidiary
  corporation",  respectively,  as  those terms are defined in Sections 424(e) and
  424(f)  or  successor provisions of the Internal Revenue Code of 1986 as amended
  from time to time (the "Code"). Any proceeds of cash or property received by the
  Company for the sale of Senticore, Inc. Common Stock pursuant to options granted
  under  this  Plan  will  be  used  for  general  corporate  purposes.
  
       2.     Structure  of  the  Plan.  The  Plan  permits the following separate
              ------------------------
  types  of  grant:
  
       A.  Options  may be granted hereunder to purchase shares of common stock of
  the  Company.  These  options  will not qualify as Incentive Stock Options.  The
  Non-Qualified  Options  are  sometimes  referred  to  hereinafter  as "Options".
  
       B.  Awards  of  stock  in  the  Company  ("Awards")  may  be  granted.
  
       C.  Opportunities  to  make  direct  purchases  of  stock  in  the  Company
  ("Purchases")  may  be  authorized.
  
  Options,  Awards  and authorizations to make Purchases are sometimes referred to
  hereinafter  as  "Stock  Rights".
  
        3.     Administration  of  the  Plan.
               -----------------------------
  
       A.  The Plan shall be administered by the Board of Directors of the Company
  (the  "Board").  The  Board  may in its sole discretion grant Options, authorize
  Purchases  and  grant Awards, as provided in the Plan. The Board shall have full
  power  and authority, subject to the express provisions of the Plan, to construe
  and  interpret  the  Plan and all Option agreements, Purchase authorizations and
  Award  grants  thereunder,  to  establish,  amend  and  rescind  such  rules and
  regulations  as  it  may  deem  appropriate for the proper administration of the
  Plan,  to determine in each case the terms and provisions which shall apply to a
  particular Option agreement, Purchase authorization, or Award grant, and to make
  all  other  determinations  which  are,  in  the  Board's judgment, necessary or
  desirable  for the proper administration of the Plan.  The Board may correct any
  defect, supply any omission or reconcile any inconsistency in the Plan or in any
  Option agreement, Purchase authorization or Award grant in the manner and to the
  extent  it  shall,  in its sole discretion, consider expedient. Decisions of the
  Board shall be final and binding on all parties who have an interest in the Plan
  or  any  Option,  Purchase, Award, or stock issuance thereunder.  No director or
  person  acting  pursuant to authority delegated by the Board shall be liable for
  any  action  or  determination  under  the  Plan  made  in  good  faith.
  B.  The  Board  may,  to  the  full extent permitted by and consistent with
  applicable  law  and  the  Company's  By-laws,  and  subject  to  Subparagraph D
  hereinbelow,  delegate  any  or  all  of  its  powers  with  respect  to  the
  administration  of  the  Plan  to a committee (the "Committee") appointed by the
  Board.  If  a  Committee  has been appointed, all references in this Plan to the
  Board  shall  mean  and  relate  to  that  Committee.
  
       C.  Those  provisions  of  this  Plan  which make express reference to Rule
  16b-3  under  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
  Act"),  or any successor rule ("Rule 16b-3"), or which are required in order for
  certain  option  transactions  to  qualify for exemption under Rule 16b-3, shall
  apply  only to those persons required to file reports under Section 16(a) of the
  Exchange  Act  (a  "Reporting  Person").
  
       D.  If  the Company registers any class of equity security under Section 12
  of  the  Exchange  Act,  the selection of a director or an officer (as the terms
  "director"  and "officer" are defined for purposes of Rule 16b-3) as a recipient
  of  an  option, the timing of the option grant, the exercise price of the option
  and the number of shares subject to the option shall be determined either (i) by
  the  Board,  if  all  of  the Board members are disinterested persons within the
  meaning of Rule 16(b)(3), or (ii) by two or more directors having full authority
  to  act  in  the  matter,  each  of  whom  shall be such a disinterested person.
  
       4.     Eligible Employees and Others.  Non-Qualified Options, Awards,  and
              --------------------------------
  authorizations  to  make  Purchases  may  be granted to any employee, officer or
  director of, or consultant or advisor to the Company or any Related Corporation,
  except  for instances where services are in connection with the offer or sale of
  securities  in  a  capital-raising  transaction,  or they directly or indirectly
  promote  or  maintain  a  market  for  the Company's securities.  In making such
  determinations,  the Board and/or the Committee may take into account the nature
  of  the  services  rendered  by  such  person, his or her present  and potential
  contribution  to  the  Company's  success,  and  such other factors as the Board
  and/or  Committee  in  its  discretion shall deem relevant.  The granting of any
  Stock Right to any individual or entity shall neither entitle that individual or
  entity  to,  nor  disqualify him from, participation in any other grant of Stock
  Rights.
  
       5.     Stock.  The  stock subject to Options, Awards and Purchases shall be
              -----
  authorized  but unissued shares of common stock of the Company ("Common Stock"),
  or shares of Common Stock reacquired by the Company in any manner. The aggregate
  number  of  shares  which  may  be  issued under the Plan is Twelve Million Five
  Hundred  Thousand  (12,500,000),  subject to adjustment as provided in Paragraph
  13.  If  any  Option  granted  under  the Plan shall expire or terminate for any
  reason without having been exercised in full or shall cease for any reason to be
  exercisable in whole or in part, or if the Company shall reacquire any nonvested
  shares issued pursuant to Awards or Purchases, the unpurchased shares subject to
  such Option, or such nonvested shares so reacquired shall again be available for
  grants  of  Stock  Rights  under  the Plan. No fractional shares of Common Stock
  shall  be  issued,  and the Board and/or Committee shall determine the manner in
  which  fractional  share  value  shall  be  treated.
  
       6.     Option  Agreements.  As  a condition to the grant of an Option, each
              ------------------
  recipient  of  an  Option  shall  execute  an  option agreement in such form not
  inconsistent  with  the Plan as the Board shall approve. These option agreements
  may  differ  among  recipients.  The  Board may, in its sole discretion, include
  additional  provisions  in  option  agreements,  including  without  limitation
  restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to
  make,  arrange for or guarantee loans or to transfer other property to optionees
  upon exercise of options, or such other provisions as shall be determined by the
  Board;  provided,  however,  that  such  additional  provisions  shall  not  be
  inconsistent  with  any  provision  of  the  Plan.
  7.     Option  Exercise  Price.
              -----------------------
  
       A.  Subject  to  Subparagraph  3D  of  this Plan and Subparagraph B of this
  Paragraph  7,  the purchase price per share of Common Stock deliverable upon the
  exercise  of  an  Option  ("exercise  price")  shall be determined by the Board.
  
       B.  The  exercise price of each Non-Qualified Option granted under the Plan
  shall  in  no event be less than the par value per share of the Company's Common
  Stock.
  
       8.     Cancellation  and  New  Grant of Options, Etc.  The Board shall have
              ---------------------------------------------
  the  authority to effect, at any time and from time to time, with the consent of
  the  affected  optionees, the cancellation of any or all outstanding Options and
  the grant in substitution therefor of new Options covering the same or different
  shares of Common Stock and having an exercise price per share which may be lower
  or  higher  than  the  exercise  price  per  share  of  the  canceled  Options.
  
       9.     Exercise  of  Options.
              ---------------------
  
       A.  Each  Option granted under the Plan shall be exercisable either in full
  or  in installments at such time or times and during such period as shall be set
  forth  in  the agreement evidencing the Option, subject to the provisions of the
  Plan.  The  partial  exercise  of  an  option  shall  not  cause the expiration,
  termination  or cancellation of the remaining portion thereof. The Board may, in
  its  sole  discretion,  (i)  accelerate  the  date  or dates on which all or any
  particular  Option  or  Options  granted under the Plan may be exercised or (ii)
  extend  the dates during which all, or any particular, Option or Options granted
  under  the  Plan  may  be  exercised.
  
       B.  Options  granted under the Plan may provide for payment of the exercise
  price  plus  taxes  (as  provided  in Section 22, below) by any of the following
  methods:
  
             (i)     In  cash, by wire transfer, by certified or cashier's check,
  or by money order;  or
  
             (ii)     By  delivery  to  the  Company  of  an  exercise notice that
  requests  the Company to issue to the  Optionee  the full  number  of  shares as
  to which the Option is then exercisable,  less the  number  of shares  that have
  an  aggregate  Fair  Market  Value,  as  determined  by  the  Board  in its sole
  discretion  at  the  time of exercise,  equal to the aggregate purchase price of
  the shares to which such exercise relates.  (This  method of exercise allows the
  Optionee  to  use  a portion of the shares issuable at the time of  exercise  as
  payment for the shares to which the option relates and is often referred to as a
  "cashless  exercise."  For  example,  if  the  Optionee elects to exercise 1,000
  shares  at  an exercise price of $0.25 and the current  Fair Market Value of the
  shares on the date of exercise is $1.00,  the  Optionee can use 250 of the 1,000
  shares at  $1.00 per share to pay for the  exercise  of the entire  Option  (250
  x  $1.00  =  $250.00)  and  receive  only  the  remaining  750  shares.)
  
  For  purposes  of  this  section,  "  Fair Market Value" shall be defined as the
  average  closing price of the common stock (if actual sales price information on
  any  trading  day is not available, the closing bid price shall be used) for the
  five  trading  days  prior  to the Date of Exercise of this Option (the "Average
  Closing  Bid  Price"),  as  reported  by  the National Association of Securities
  Dealers  Automated  Quotation  System  ("NASDAQ"), or if the common stock is not
  traded  on NASDAQ, the Average Closing Bid Price in the over-the-counter market;
  provided,  however,  that if the common stock is listed on a stock exchange, the
  Fair  Market Value shall be the Average Closing Bid Price on such exchange; and,
  provided  further,  that  if  the  common  stock  is not quoted or listed by any
  organization,  the fair value of the common stock, as determined by the Board of
  Directors  of  the  Company,  whose  determination shall be conclusive, shall be
  used).  In  no event shall the Fair Market Value of any share of Common Stock be
  less  than  its  par  value.
  10.     Option  Period.  Subject  to  earlier  termination  under  other
               --------------
  provisions  of  this Plan, each Option and all rights thereunder shall expire on
  such  date  as  shall  be  set  forth  in  the  applicable  option  agreement.
  
       11.     Nontransferability  of Options.  Options shall not be assignable or
               ------------------------------
  transferable  by the optionee, either voluntarily or by operation of law, except
  by  will  or  the  laws of descent and distribution, and, during the life of the
  optionee,  except  to  the extent otherwise provided in the agreement evidencing
  the  Option,  shall  be  exercisable  only  by  the  optionee.
  
       12.     Effect of Termination of Employment or Other Relationship.  Subject
               ---------------------------------------------------------
  to  all  other  provisions  of the Plan, the Board shall determine the period of
  time  during  which  an  Optionee  may  exercise  an  Option  following  (i) the
  termination  of the optionee's employment or other relationship with the Company
  or  a Related Corporation or (ii) the death or disability of the optionee.  Such
  periods  shall  be  set  forth  in  the  agreement  evidencing  the  Option.
  
       13.     Adjustments.
               -----------
  
       A.  If, through or as a result of any merger, consolidation, sale of all or
  substantially  all  of  the  assets  of  the  Company,  reorganization,
  recapitalization,  reclassification,  stock dividend, stock split, reverse stock
  split  or  other similar transaction, (i) the outstanding shares of Common Stock
  are  increased,  decreased or exchanged for a different number or kind of shares
  or  other  securities  of  the  Company,  or  (ii)  additional  shares or new or
  different shares or other securities of the Company or other non-cash assets are
  distributed  with respect to such shares of Common Stock or other securities, an
  appropriate and proportionate adjustment shall be made in (a) the maximum number
  and kind of shares reserved for issuance under the Plan, (b) the number and kind
  of  shares or other securities subject to any then outstanding Options under the
  Plan,  and  (c) the price for each share subject to any then outstanding Options
  under  the  Plan, without changing the aggregate purchase price as to which such
  Options  remain exercisable. No fractional shares shall be issued under the Plan
  on  account  of  any  such  adjustments.
  
       B.  Any  adjustments  under this Paragraph 13 shall be made by the Board of
  Directors,  whose determination as to what adjustments, if any, will be made and
  the  extent  thereof  shall  be  final,  binding  and  conclusive.
  
       14.     Rights  as  a  Shareholder.  The  holder of an Option shall have no
               --------------------------
  rights  as  a  shareholder  with  respect  to  any  shares covered by the option
  (including,  without  limitation,  any  voting  rights,  the right to inspect or
  receive  the  Company's  balance sheets or financial statements or any rights to
  receive  dividends  or non-cash distributions with respect to such shares) until
  the  date  of issue of a stock certificate for such shares.  No adjustment shall
  be  made for dividends or other rights for which the record date is prior to the
  date  such  stock  certificate  is  issued.
  15.     Merger,  Consolidation,  Asset  Sale,  Liquidation,  Etc.
               --------------------------------------------------------
  
       A.  Except as may otherwise be provided in the applicable option agreement,
  in the event of a consolidation or merger or sale of all or substantially all of
  the  assets  of  the  Company  in  which  outstanding shares of Common Stock are
  exchanged  for  securities,  cash  or other property of any other corporation or
  business  entity,  or  in  the  event of the liquidation of the Company (each, a
  "Change  in  Control"),  the Board, or the board of directors of any corporation
  assuming  the obligations of the Company, shall, in its discretion, take any one
  or  more  of the following actions, as to outstanding Options:  (i) provide that
  such  Options  shall  be assumed, or equivalent options shall be substituted, by
  the  acquiring  or  succeeding  corporation (or an affiliate thereof); (ii) upon
  written  notice  to  the optionees, provide that any and all outstanding Options
  shall become exercisable in full (to the extent not otherwise so exercisable) as
  of  a  specified  date  or  time  ("Accelerated  Vesting  Date")  prior  to  the
  consummation  of  such  transaction,  and  that  all  unexercised  Options shall
  terminate  as  of  a  specified  date  or  time  ("Accelerated Expiration Date")
  following the Accelerated Vesting Date unless exercised by the Optionee prior to
  the  Accelerated  Expiration  Date;  provided,  however, that optionees shall be
  given  a  reasonable  period of time within which to exercise or provide for the
  exercise  of  outstanding  Options  following such written notice and before the
  Accelerated  Expiration  Date; (iii) in the event of a merger under the terms of
  which  holders of the Common Stock of the Company will receive upon consummation
  thereof  a  cash  payment  for each share surrendered in the merger (the "Merger
  Price"),  terminate  each  outstanding Option in exchange for a payment, made or
  provided  for  by  the  Company,  equal  in amount to the excess, if any, of the
  Merger  Price  over  the per-share exercise price of each such Option, times the
  number  of shares of Common Stock subject to such Option; or (iv) terminate each
  outstanding Option in exchange for a cash payment equal in amount to the product
  of  the excess, if any, of the fair market value of a share of Common Stock over
  the  per-share  exercise  price  of each such Option, times the number of shares
  subject  to  such  Option.  The Board shall determine the fair market value of a
  share  of  Common  Stock  for  purposes  of  the  foregoing,  and  the  Board's
  determination  of such fair market value shall be final, binding and conclusive.
  
       B.  In  the  event  of  a  Change  in  Control and to the extent the rights
  described  in  this  Section  15B are not already substantially provided to each
  Qualified  Option  Recipient  (as  defined  below) by the Board (or the board of
  directors  of  any corporation assuming the obligations of the Company) pursuant
  to  Section  15A,  beginning on the date which is 180 days from the date of such
  Change  in  Control,  each  Qualified  Option  Recipient shall have the right to
  exercise  and  receive  from  the  Company  or  its  successor  their respective
  Acceleration  Amount  (as  defined  below).  A  "Qualified  Option Recipient" is
  defined  as  an  option  recipient  hereunder  who  both  (A)  has  maintained a
  relationship  as  an  employee, officer or director of, or consultant or advisor
  to,  the  Company  or  its  successor  for the 180 days immediately prior to the
  Change  in  Control  and (B) on the date which is 180 days after the date of the
  Change  in  Control, either (i) maintains a relationship as an employee, officer
  or  director  of,  or  consultant or advisor to, the Company or its successor or
  (ii) fails to maintain a relationship as an employee, officer or director of, or
  consultant  or advisor to, the Company or its successor by reason of having such
  relationship  terminated  by  the Company or its successor other than for Cause,
  where  "Cause"  means  willful  misconduct  or  willful  failure  of  the option
  recipient to perform the responsibilities of such option recipient's agreed-upon
  business  relationship  with  the  Company  or  its successor, including without
  limitation  such  option  recipient's breach of any provision of any employment,
  consulting,  nondisclosure,  non-competition  or  similar  agreement between the
  option  recipient  and  the  Company.  With  respect  to  each  Qualified Option
  Recipient,  the "Acceleration Amount" shall mean the lesser of (a) the number of
  additional  shares of Common Stock (or their equivalent) which would have become
  vested  pursuant  to  their  option  agreement over the twelve (12) month period
  following  the  date  of the Change in Control or (b) fifty percent (50%) of the
  shares  of  Common Stock (or their equivalent) which had not yet vested pursuant
  to  their  option  agreement as of the date of the Change in Control.  The Board
  and,  where  applicable,  the board of directors of any corporation assuming the
  obligations  of  the  Company, shall take all necessary action to accomplish the
  purposes  of  this  Section  15B, including all such actions as are necessary to
  provide  for  the  assumption  of  such  obligation  upon the Change in Control.
  C.  The  Company  may  grant  Options  under  the  Plan in substitution for
  Options  held  by  employees  of another corporation who become employees of the
  Company  or  a Related Corporation as the result of a merger or consolidation of
  the  employing  corporation  with  the Company or a Related Corporation, or as a
  result of the acquisition by the Company or a Related Corporation of property or
  stock  of  the  employing  corporation.  The  Company may direct that substitute
  Options  be  granted  on  such  terms  and  conditions  as  the  Board considers
  appropriate  in  the  circumstances.
  
       D.  In the event of a Change in Control and with respect thereto, the
  rights  and  responsibilities  of  holders of Stock Rights pursuant to this Plan
  shall  be  governed  first  and  foremost  by  the  Company's agreement with the
  respective recipient of such Stock Rights and then, to the extent applicable, by
  the  terms  of  this  Section  15.
  
       16.     Stock  Restriction  Agreement.  As  a  condition to the grant of an
               -----------------------------
  Award  or a Purchase authorization under the Plan, the recipient of the Award or
  Purchase  authorization  shall  execute  an  agreement  ("Stock  Restriction
  Agreement")  in  such  form not inconsistent with the Plan as may be approved by
  the  Board.  Stock  Restriction  Agreements  may differ among recipients.  Stock
  Restriction Agreements may include any provisions the Board determines should be
  included  and  that  are  not  inconsistent  with  any  provision  of  the Plan.
  
       17.     No  Special Employment Rights.  Nothing contained in the Plan or in
               -----------------------------
  any  option  agreement or other agreement or instrument executed pursuant to the
  provisions  of the Plan shall confer upon any Optionee any right with respect to
  the  continuation  of  his  or  her  employment  by  the  Company or any Related
  Corporation  or  interfere in any way with the right of the Company or a Related
  Corporation  at any time to terminate such employment or to increase or decrease
  the  compensation  of  the  optionee.
  
       18.     Other  Employee  Benefits.  Except as to plans which by their terms
               -------------------------
  include  such  amounts  as  compensation, no amount of compensation deemed to be
  received by an employee as a result of the grant or exercise of an Option or the
  sale  of  shares  received upon such exercise, or as a result of the grant of an
  Award  or the authorization or making of a Purchase will constitute compensation
  with  respect  to  which  any  other  employee  benefits  of  such  employee are
  determined,  including,  without  limitation, benefits under any bonus, pension,
  profit-sharing,  life insurance or salary continuation plan, except as otherwise
  specifically  determined  by  the  Board.
  19.     Amendment  of  the  Plan.
               ------------------------
  
       A.  The  Board  may at any time, and from time to time, modify or amend the
  Plan  in  any  respect.
  
       B.  The termination or any modification or amendment of the Plan shall not,
  without the consent of an optionee, affect the optionee's rights under an Option
  previously  granted.  With  the  consent of the Optionee affected, the Board may
  amend  outstanding option agreements in a manner not inconsistent with the Plan.
  The  Board  shall have the right to amend or modify (i) the terms and provisions
  of  the  Plan,  and  (ii)  the  terms  and  provisions  of  the  Plan and of any
  outstanding  Option  to  the extent necessary to ensure the qualification of the
  Plan  under  Rule  16b-3.
  
       20.     Investment  Representations.  The  Board  may require any person to
               ---------------------------
  whom  an  Option  is  granted, as a condition of exercising such Option, and any
  person  to  whom an Award is granted or a Purchase is authorized, as a condition
  thereof,  to  give  written assurances in substance and form satisfactory to the
  Board  to  the  effect that such person is acquiring the Common Stock subject to
  the  Option,  Award or Purchase for such person's own account for investment and
  not  with  any  present intention of selling or otherwise distributing the same,
  and to such other effects as the Company deems necessary or appropriate in order
  to  comply  with federal and applicable state securities laws, or with covenants
  or representations made by the Company in connection with any public offering of
  its  Common  Stock.
  
       21.     Compliance  With  Securities Laws.  Each Option shall be subject to
               ---------------------------------
  the  requirement  that  if,  at any time, counsel to the Company shall determine
  that  the  listing,  registration or qualification of the shares subject to such
  Option  upon  any  securities exchange or under any state or federal law, or the
  consent  or  approval  of  any  governmental  or  regulatory  body,  or that the
  disclosure  of non-public information or the satisfaction of any other condition
  is  necessary as a condition of, or in connection with, the issuance or purchase
  of  shares  thereunder,  such  Option may not be exercised, in whole or in part,
  unless  such  listing,  registration,  qualification,  consent  or  approval, or
  satisfaction  of  such  condition  shall  have  been  effected  or  obtained  on
  conditions  acceptable  to  the Board. Nothing herein shall be deemed to require
  the  Company  to  apply  for  or  to  obtain  such  listing,  registration  or
  qualification,  or  to  satisfy  such  condition.
  
       22.     Withholding.  The  Company  shall  have  the  right  to deduct from
               -----------
  payments  of  any kind otherwise due to the Optionee any federal, state or local
  taxes  of  any  kind  required  by law to be withheld with respect to any shares
  issued  upon  exercise  of Options under the Plan or upon the grant of an Award,
  the making of a Purchase of Common Stock for less than its fair market value, or
  the  vesting of restricted Common Stock acquired pursuant to a Stock Right.  The
  Board  in its sole discretion may condition the exercise of an Option, the grant
  of  an  Award,  the  making  of  a Purchase, or the vesting of restricted shares
  acquired by exercising a Stock Right on the grantee's payment of such additional
  withholding  taxes  by  1) additional withholding if the Optionee is an existing
  employee  with  respect  to  whom  the  Company  withholds  taxes on the date of
  exercise  (or  such other time as the Company's obligation to withhold taxes may
  accrue);  or  2) direct payment of the required withholding to the Company.  The
  Compensation  Committee  of the Board of Directors or the Board of Directors, as
  applicable,  in  their sole discretion, shall determine the amount of taxes that
  are  required  to  be  withheld.
  23.     Effective  Date  and  Duration  of  the  Plan.
               ---------------------------------------------
  
       A.  The  Plan  shall  become  effective when adopted by the Board and Stock
  Rights granted under the Plan shall become exercisable upon the Board's approval
  of  the  Plan.  Amendments  to the Plan not requiring shareholder approval shall
  become  effective  when  adopted by the Board. Stock Rights may be granted under
  the Plan at any time after the effective date and before the termination date of
  the  Plan.
  
       B.  Unless  sooner terminated as provided elsewhere in this Plan, this Plan
  shall  terminate  upon the close of business on the day next preceding the tenth
  anniversary  of the date of its adoption by the Board.  Stock Rights outstanding
  on  such  date  shall  continue  to have force and effect in accordance with the
  provisions  of  the  instruments  evidencing  such  Stock  Rights.
  
  Adopted  by  the  Board  of  Directors  on  March 8,  2004.
  Exhibit 5.1
  
                           DAVID M. LOEV, ATTORNEY AT LAW
                           2777 ALLEN PARKWAY, SUITE 1000
                                  HOUSTON, TX 77019
                                 713-524-4110 PHONE
                               713-524-4122 FACSIMILE
  
  March 8,  2004
  
  Senticore,  Inc.
  2410  Hollywood  Blvd.
  Hollywood,  Florida  33020
  
  Re:    Amendment No. 1 to Form  S-8  Registration  Statement
  
  Gentlemen:
  
  You  have  requested  that  we furnish you our legal opinion with respect to the
  legality  of  the  following  described  securities  of  Senticore,  Inc.  (the
  "Company")  covered by Amendment No. 1 to a Form S-8 Registration Statement (the
  "Registration Statement"), filed with the Securities and Exchange Commission for
  the  purpose  of  registering  such securities under the Securities Act of 1933:
  
  -    an additional 7,500,000  shares  (the "Shares") of common stock, $.001 par
       value issuable pursuant  to the  Amended 2004  Non-Qualified  Stock  Option
       Plan.
  
  In  connection  with  this opinion, I have examined the corporate records of the
  Company,  including  the  Company's  Articles  of Incorporation, Bylaws, and the
  Minutes  of  its  Board of Directors and Shareholders meetings, the Amended 2004
  Non-Qualified  Stock  Option  Plan,  the  Registration Statement, and such other
  documents  and  records  as  I  deemed relevant in order to render this opinion.
  
  Based  on the foregoing, it is my opinion that, after the Registration Statement
  becomes  effective  and  the  Shares have been issued and delivered as described
  therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.
  
  The Company has been advised that the Shares are not eligible for issuance where
  services  are  in  connection  with  the  offer  or  sale  of  securities  in  a
  capital-raising  transaction, or they directly or indirectly promote or maintain
  a  market  for  the  Company's  securities.
  
  I  hereby consent to the filing of this opinion with the Securities and Exchange
  Commission  as  an  exhibit to the Registration Statement and further consent to
  statements made therein regarding this firm and use of my name under the heading
  "Legal  Matters"  in  the  Prospectus  constituting  a part of such Registration
  Statement.
  
       Sincerely,
  
       /s/  David  M.  Loev,  Attorney  at  Law
  Exhibit 23.2
  
  Consent of Independent Auditors
  
  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
  
  We hereby consent to the incorporation by reference in the Registration
  Statement on Form S-8 of Senticore, Inc. (formerly Hojo Holdings, Inc.) of our
  report dated April 11, 2003 which appears in the Registrant's Form 10-KSB for
  the year ended December 31, 2002.
  
  /s/ Kingery, Crouse & Hohl, P.A.
  
  Kingery, Crouse & Hohl, P.A.
  
  March 10, 2004