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cashwealth, You are correct, sir...
New symbol is IHHT
VV
what happened here? Did symbol changed???
Thx
heres a link
http://www.myspace.com/willrobertson
http://biz.yahoo.com/prnews/060614/law068.html?.v=60
it's funny how the old SNIO team now heads up TJSS.
Data Base* $ 4,930,500
i see why this is unaudited.. data base sure is worth a lot of money ?? http://www.ihtglobal.com/
http://biz.yahoo.com/prnews/060622/lath052.html?.v=59
Senticore's New Portfolio Companies Combine Resources to Conduct $1,286,897 Study to Develop and Market Adolescent Adult and Bone-Health Programs
( pretty substantial PR )
i do have a concern here - in the new share count. Even though the Preferred cannot be converted for one full year by law. I can understand why convertible preferred would be implemented to reach the 97% voting total, but 20 mil x 400 = 8 billion shares if they went all-out a year from now. "Each share of Convertible Preferred Stock has the right to convert into 400 shares of common stock, $.001 par value, of the Registrant (the "Senticore Common Stock"), assuming that the authorized common stock of the Company is increased to permit such conversion, and the right to vote on an "as converted" basis with each share of Senticore Common Stock. As a result of the transaction, the IHT Stockholders will have voting control of the Registrant, amounting to approximately 97.7% of the total combined voting power of the Registrant"
As a result of the acquisition, the Registrant will have 181,145,154 shares of common stock issued and outstanding, and 20,000,000 shares of Convertible Preferred Stock issued and outstanding. ( yes, but how many Preferreds will eventually be converted ?? )
http://biz.yahoo.com/e/060608/snio.ob8-k.html
ok. geez not even a PR by the company ( AdZone ) to defend themselves !
Still, it's an old asset, and doesn't have much to do with overall SNIO worth or prospects, other than about a $ 52,000 cash div from any potential sale. Kaats inherited this holding.If you think about it, I believe it sets a precedent that he was going to ( or has ) distributed proceeds to common shareholders. I'm hoping that the audited financials show this when complete - May25 merger release - "The company ( IHT, my emphasis ) has derived its income from ongoing from research and consulting contracts with its healthcare and nutritional clientele. As of May 15, 2006, IHT had an un-audited balance sheet indicating assets of $8,097,515 and liabilities of $522,952. "We need to underscore the 'un-audited' nature of these figures until we obtain an independent audit, which will be filed as an amendment to our Form 8-K within 71 calendar days of closing," said IHT's CEO, Gilbert R. Kaats, PhD."
IHT will become Senticore's largest portfolio company and, in conjunction with the merger, IHT's management team will replace Senticore's management after the SEC's required 10-day waiting period. At that time, the company will continue to operate as a business development company, but will limit its acquisitions and its research and development, to the healthcare and nutritional industries utilizing its networking connections that have been developed over the past 20 years.
Ronnie, here's the SEC link concerning ADZR ......
http://www.sec.gov/litigation/suspensions/2006/34-54096-o.pdf
If SNIO sold their ADZR shares before the suspension, they were awfully lucky. If not ? Oh well.
"If the value of one of our portfolio companies increases, our net profit increases, providing the increase is not offset with a corresponding increase in liabilities"
But don't they have to sell in order to call it profit ?
ADZR isn't halted, it just hasn't traded since July 3.
Forgive me, but since when is profit ...
calculated in this manner ? I hope they're aware that there's also something known as "liabilities" as well.
"We are a Business Development Company, or BDC, explained Gilbert R. Kaats, Senticore's CEO, and our profit is calculated based on increases in the company's net assets from the portfolio companies it acquires."
Have SNIO's ADZR shares already been sold .....
or were they just planning to sell the shares ? ADZR is now halted by the SEC and when trading resumes, I suspect they'll be trading at about .01 or thereabouts.
"The announcement follows on the heels of the company's June 27, 2006 announcement declaring its first dividend ever for all shareholders of record as of June 30, 2006. The June announcement also reported that 'The amount and timing of the dividend will be based on funds derived from sale of its 882,353 shares in AdZone Research, Inc ... ' However, when calculating the amount of dividend to be provided to each shareholder, we found some restricted certificates that were issued for acquisitions that were abandoned and never consummated. Since the holders of these certificates have yet to return their certificates, we are taking aggressive actions to have them returned or cancelled to avoid paying dividends to shareholders who are not entitled to receive them."
if the audited financials show 7.8 mil assets this will fly.
You guys think this thing has any gas in it today, where is a good place to enter? You expecting any news soon? Thanks
That's good to know, thanks .. eom
they are restricted for one year per my conversation with the company yesterday.
Concerning IHT and the convertibles - I don't think there is a lock-up date on converting the preferred shares - do they have to register them if they convert or could they just appear at any time into the float? Does that add 4B shares to the potential number of OS (@ 400:1 conversion)? I know that the number of authorized shares limits conversions. Not familiar enough with preferred convertible shares and appreciate anyone giving me some insight concerning what that may mean to the OS and if there is any forewarning before they show up.
thanks
Press Release below:
Senticore Announces Dividend and Application to Change Its Name to Integrative Health Technologies, Inc.
Jun 28, 2006 7:00:00 AM
SAN ANTONIO, June 28 /PRNewswire-FirstCall/ -- Senticore, Inc. (OTC Bulletin Board: SNIO) has declared its first dividend in the history of the company. The cash dividend will be distributed to all shareholders of record on close of business on June 30, 2006. The amount and timing of the dividend will be based on funds derived from sale of its 882,353 shares in AdZone Research, Inc., which the company received December 29, 2004 from a joint venture transaction with AdZone. The acquisition and intent to dividend the shares was announced in the company's Security and Exchange Commission's filings of Forms 10-KSB for 2004 and 2005 and was contingent upon AdZone's registration of the shares or the application of Rule 144.
Dividend
"While questions may be raised as to the wisdom of distributing this asset as a dividend in light of the company's current liabilities and the absence of any net profits since the company was formed in 1999," said Gilbert R. Kaats, Senticore's CEO, "there were a number of considerations that led to this decision. These include:
(1) we wanted to honor the commitment the previous management made to the
shareholders,
(2) the business of AdZone does not fit Senticore's strategic focus on
healthcare and nutrition,
(3) a review of Senticore's financials for the second quarter of 2006 has
revealed that the company has sufficient liquid assets to offset all
of its current liabilities, and
(4) Senticore's increased assets suggest that for the first time in the
history of the company, it will report a net profit for the second
quarter of 2006."
Name ChangeApplication for a name change from Senticore to Integrative Health Technologies is consistent with Senticore's increased emphasis on the acquisition of healthcare and nutritional portfolio companies. Although incomplete at this time, additional information on the company's healthcare emphasis can be found on it website, www.ihtglobal.com .
Forward-Looking Statement: Statements that are not historical facts are forward-looking statements. The Company, through its management, makes forward-looking public statements concerning its expected future operations, performance and other developments. Such forward-looking statements are necessarily estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. It is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by the Company. They include, but are not limited to, government regulation, managing and maintaining growth, and the effect of adverse publicity, litigation, competition and other factors that may be identified from time to time in the Company's public announcements.
Contact Person: Gilbert R. Kaats or Samuel C. Keith
Senticore, Inc.
(210) 824.4416
SOURCE Senticore, Inc.
----------------------------------------------
Gilbert R. Kaats or Samuel C. Keith of Senticore
Inc.
+1-210-824-4416
i will be back to watch it run.
Good eye, give me heads up. Thx's
I HAVE been watching all week.could be ready sooner than later.
Watching SNIO today??
Senticore, Inc. Closes Merger and Reorganization Agreement Replacing Management and Reducing Existing Liabilities
SAN ANTONIO, June 14 /PRNewswire-FirstCall/ -- Senticore, Inc.'s (OTC Bulletin Board: SNIO) recent 8-K and Schedule 14F-1 filings report the closing of its merger and reorganization plan with Integrative Health Technologies, Inc. ('IHT'). The merger and reorganization was closed on June 3, 2006. At that time, Jay Patel resigned all of his positions, including Chairman and Chief Executive Officer. The Board of Directors appointed IHT's CEO, Dr. Gilbert R. Kaats, Ph.D., as Chairman and Chief Executive Officer of Senticore.
The filings also disclosed that Senticore's current liabilities were reduced by $736,400. 'I think it is important for our shareholders to know that this was not the result of the investment of additional funds,' said Kaats. 'We offset these liabilities by providing the creditors with preferred shares in Taj Systems, Inc., one of our portfolio companies that trades on the Pink Sheets under TJSS. Thus, while our liabilities were reduced, so were our assets,' Kaats pointed out.
Senticore used Taj shares to discharge liabilities of $736,400, implying a valuation of $0.28 per Taj share. The open market trading price of Taj shares has increased during 2006 from approximately $0.11/share in January to its current price of approximately $0.32/share. 'However, even after offsetting the $736,400 of liabilities with Taj shares, Senticore retains approximately 4,246,394 shares and its controlling interest in Taj,' Kaats said.
'The acquisition of Taj Systems shares in November 2005 was accomplished by the previous management team, Jay Patel and Carl Gessner,' Kaats explained. 'Senticore obtained approximately 7 million preferred shares representing about a 40% ownership and controlling interest in the company. Since then, Patel and Gessner have played an aggressive role in the management of Taj as explained in a series of news releases issued by TJSS.' Kaats added that both Patel and Gessner, the latter as President, are continuing to serve as Taj System's Management team.
Senticore's new management team is continuing to focus their energies on its research and development activities, particularly its $1,300,000 grant previously awarded to IHT Research & Development, Inc., one of Senticore's portfolio companies. This grant is to conduct clinical trials involving 400 subjects from ages 8 to 80, to develop a bone-health program. 'Our inclusion of adolescents in this study is in direct response to the U.S. Surgeon General's 'call to action' to the healthcare industry in light of a study finding that almost 85% of high school girls are receiving insufficient amounts of bone-building nutrients for normal growth,' said Sam Keith, the R & D company's CEO. 'This nutritional deficiency is particularly troublesome,' Keith pointed out, 'since most of the adolescents' bone growth occurs during these critical early years.'
'We are currently preparing a press release to update the progress we have made on this study,' added Kaats.
Forward-Looking Statement: Statements that are not historical facts are forward-looking statements. The Company, through its management, makes forward-looking public statements concerning its expected future operations, performance and other developments. Such forward-looking statements are necessarily estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. It is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by the Company. They include, but are not limited to, government regulation, managing and maintaining growth, and the effect of adverse publicity, litigation, competition and other factors that may be identified from time to time in the Company's public announcements.
Contact Person: Gilbert R. Kaats
Senticore, Inc.
(210) 824.4416
SOURCE Senticore, Inc.
Source: PR Newswire (June 14, 2006 - 4:17 PM EDT)
News by QuoteMedia
www.quotemedia.com
Form 8-K for SENTICORE INC
--------------------------------------------------------------------------------
8-Jun-2006
Completion of Acquisition or Disposition of Assets
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The Agreement and Plan of Reorganization
On May 12, 2006, the Registrant entered into an Agreement and Plan of Reorganization (the "Agreement"), with Integrative Health Technologies, Inc., an Illinois corporation ("IHT"), the common stockholders of IHT (the "IHT Stockholders") and Jay Patel. Pursuant to the terms of the Agreement, all of the 78,188,538 shares of common stock, $.0001 par value, of IHT (the "IHT Common Stock"), issued and outstanding prior to the closing, were to be exchanged in the aggregate for a new issue of 20,000,000 shares of Series A Convertible Preferred Stock, $.001 par value, of the Registrant (the "Convertible Preferred Stock"). As a result of the exchange, IHT will become a wholly-owned subsidiary of the Registrant, and the IHT Stockholders will have voting control of the Registrant.
The Convertible Preferred Stock
Each share of Convertible Preferred Stock has the right to convert into 400 shares of common stock, $.001 par value, of the Registrant (the "Senticore Common Stock"), assuming that the authorized common stock of the Company is increased to permit such conversion, and the right to vote on an "as converted" basis with each share of Senticore Common Stock. As a result of the transaction, the IHT Stockholders will have voting control of the Registrant, amounting to approximately 97.7% of the total combined voting power of the Registrant.
Business of IHT
IHT's headquarters are located in San Antonio, Texas and it is engaged in the research and development of healthcare products and technologies. IHT had total assets of $8,097,515 (unaudited), and stockholders' equity of $7,710,883 (unaudited) as of April 30, 2006. IHT intends to file a Current Report on Form 8-K/A within no more than 71 calendar days disclosing its audited and pro forma combined financial statements, as required by Item 9.01 of Form 8-K.
The Completion of the Transactions
On June 3, 2006, the parties completed the transactions contemplated by the Agreement. Restricted certificates representing 20,000,000 shares of Convertible Preferred Stock were issued to the IHT Stockholders in an offering that was exempt from registration under Section 4(2) and Section 4(6) of the Securities Act of 1933, as amended, and other closing deliveries were made by the parties. An appropriate Form D will be filed by the Registrant in connection with such issuance with the Commission and certain state securities commissioners within 15 calendar days.
Reduction of Liabilities
In connection with the closing transactions, The Nutmeg Group, LLC, an Illinois limited liability company and shareholder of the Registrant, agreed to cancel two promissory notes made by the Registrant in its favor in the amounts of $300,000 and $314,000, against delivery of restricted stock certificates for shares of preferred stock in the amount of 1,071,426 shares and 1,121,636 shares, respectively, of Taj Systems, Inc., a portfolio company that trades on the Pink Sheets in which the Registrant owns approximately 7,000,000 shares of preferred stock, representing a 40% equity interest. The Nutmeg Group, LLC also agreed to execute and deliver a general release in favor of the Registrant for any and all claims which it may have against the Registrant.
In addition, in connection with the closing transactions, Jay Patel, former Chairman and CEO of the Registrant, and Carl Gessner, President of the Registrant, agreed to cancel and release any claims that they may have against the Registrant for back wages in the aggregate amount of $122,400.22, against delivery of restricted stock certificates for shares of preferred stock in the amount of 437,144 of Taj Systems, Inc.
As a result of the closing transactions, the current liabilities of the Registrant will have been reduced by $736,400 from $958,572 to $222,172.
- 2 -
--------------------------------------------------------------------------------
Management Changes
As of the closing date, Jay Patel resigned as Chairman and Chief Executive Officer of the Registrant, and Gilbert R. Kaats, Ph.D., was appointed a director, Chairman of the Board and Chief Executive Officer of the Registrant. He will serve together with Carl Gessner, who is currently President of the Registrant and a director, until additional nominees are appointed to the Board of Directors in compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended. In connection with the filing of an Information Statement on Schedule 14F-1 and mailing of the same to the Registrant's shareholders, director biographies and other information about current and proposed management, management's ownership stake in the Registrant and information on executive compensation will be disclosed.
Business Plan Post Closing
As previously reported, the new management team of the Registrant plans to continue to operate the Registrant as a business development company regulated by, among other provisions, Section 55 to Section 65 of the Investment Company Act of 1940, as amended. The business plan includes portfolio acquisitions in the healthcare and related industries.
Common Stock issued upon Conversion; Outstanding Shares
In the opinion of counsel to the Registrant, the shares of Convertible Preferred Stock issued at closing constitute restricted securities, and the underlying shares of common stock into which they may be converted, assuming that the Registrant's authorized common stock is increased to permit conversion, also constitute restricted securities. Currently, there is no market for the Convertible Preferred Stock and it is not registered under Section 12 of the Exchange Act. However, the common stock into which the Convertible Preferred Stock is convertible is registered under Section 12 of the Exchange Act, and shares which are converted may become eligible for sale after a one year holding period pursuant to Rule 144, provided that all of the conditions of the rule are met. As a result of the acquisition, the Registrant will have 181,145,154 shares of common stock issued and outstanding, and 20,000,000 shares of Convertible Preferred Stock issued and outstanding.
This company is evolving into a real deal in the nutraceuticals market. The IHT acquisition will out it on the radar for some time. At $.0185, it's CHEAP!! IMO.
but price climbing
Here we go again..Jay P. up to the same old tricks...be carefull...this is the next merger and still SNIO has never had any revenues..ever!
Integrative Health Technologies, Inc. Announces Merger Agreement with Senticore, Inc.
Thursday May 25, 4:47 pm ET
SAN ANTONIO, May 25 /PRNewswire/ -- Integrative Health Technologies, Inc. (IHT) announced the signing of a merger agreement in which it will become a wholly owned subsidiary of, and transfer its assets and outstanding shares to, Senticore, Inc. (OTC Bulletin Board: SNIO - News), a business development company.
ADVERTISEMENT
IHT and its subsidiary, Health and Medical Research Center, have been engaged in the research and development of nutritional and healthcare products and technologies for over 20 years. Relying on the advice and guidance provided by its highly qualified Scientific Advisory Board (www.ihtglobal.com), IHT receives grants from a number of leading companies in the healthcare and nutrition industries to conduct independent studies of the safety and efficacy of products and supplements designed to facilitate weight loss while improving bone health, blood chemistries, and quality of life. Its assets include a national database of over 40,000 measurements of bone density, lean and fat mass, and blood chemistries obtained from some of the most sophisticated technologies available. It contains data from people residing in every state in the union from measurements obtained from IHT's five mobile testing units.
"The database is a virtual scientific gold mine for the purpose of examining the relationships between the various measurements, and can aid in the development of prediction models designed to personalize nutritional and medical recommendations to the individual's unique physiological and biochemical requirements," said Dr. Joel Michalek, a university professor on IHT's Scientific Advisory Board.
"There is no doubt that the measurements of changes in lean, fat and bone mass contained in the database are going to have a profound effect on how we view weight loss," said Dr. Harry G. Preuss, a member of IHT's Scientific Board, Professor of Medicine at Georgetown University and former President of the American College of Nutrition. "We are re-framing the way we think about weight loss and paying much more attention to the kind, not the amount, of weight that is lost. Obviously, losing muscle and bone mass is hardly indicative of healthy weight loss," added Dr. Preuss.
The company has derived its income from ongoing from research and consulting contracts with its healthcare and nutritional clientele. As of May 15, 2006, IHT had an un-audited balance sheet indicating assets of $8,097,515 and liabilities of $522,952. "We need to underscore the 'un-audited' nature of these figures until we obtain an independent audit, which will be filed as an amendment to our Form 8-K within 71 calendar days of closing," said IHT's CEO, Gilbert R. Kaats, PhD.
IHT will become Senticore's largest portfolio company and, in conjunction with the merger, IHT's management team will replace Senticore's management after the SEC's required 10-day waiting period. At that time, the company will continue to operate as a business development company, but will limit its acquisitions and its research and development, to the healthcare and nutritional industries utilizing its networking connections that have been developed over the past 20 years.
Forward-Looking Statement: Statements that are not historical facts are forward-looking statements. The Company, through its management, makes forward-looking public statements concerning its expected future operations, performance and other developments. Such forward-looking statements are necessarily estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. It is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by the Company. They include, but are not limited to, government regulation, managing and maintaining growth, and the effect of adverse publicity, litigation, competition and other factors that may be identified from time to time in the Company's public announcements.
Contact Person: Gilbert R. Kaats
Integrative Health Technologies, Inc.
gil@hmrcenter.net
(210) 824.4416
can anyone net this filing down to bottom-line impact??
new here O/S please
IHT now a wholly-owned subsidiary
http://www.sec.gov/Archives/edgar/data/1094788/000126493106000268/form8-k.htm
SNIO so cheap here,has anyone noticed.
TJSS up, SNIO should follow soon. IMHO.
looks great today. glad I bought in. EOM
Waited until today to add. After 3 months of waiting. Positive SAR on the chart for what it's worth
http://stockcharts.com/def/servlet/SC.web?c=snio,uu[h,a]decayiay[dc][pb50!b200!d20,2!h.02,.20!b32!b1...
in today, because the future is bright with this company...REALLY cheap at current levels...
in today with a big position...this is a cheap price IMO could run 300% fast
Thinking about adding here!
Got out yesterday at .017. Only because I knew it would drop the next day. Still might get back in once it settles down. Gaming still huge on the internet, gaining huge momentum over the last year. SNIO will likely undergo a big rally after basing and stop being so choppy.
Sheesh! How low can SNIO go?
Get a life. The fact that the CEO and the person who created the website are kin does not mean this is a scam. Since LoboPoker is an internet-based business plan, I would expect the person managing the website to have a hand in registering the name. I see this all the time. Big deal. Just wonderful DD on your part. Really investigative.
Hey, if you've been in this for a while, my condolences. But NOW, fresh idea, new dot-com name and website, in a hot industry. The guy is thinking on his feet and it looking towards the future, not at the past. And yea, they have nothing. It's a developmental company just starting out in a new sector. That's how developmental companies start.
BTW, I tend to use manual stops to prevent losses, instead of holding until I am bleeding badly. Waiting that long tends to make one gripe.
I've taken a position here as well, and I'm adding.
.013 (at least as of today) seems to be the support level. Poker today is one of the fastest growing 'sporting events' out there, especially with the WPT turning tournament poker into a televised sport (like the PGA did for golf and NASCAR did for stock car racing.)
August or September could be very interesting!
GLTY
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