UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 000-30872
Trycera Financial, Inc.
(Exact name of Registrant as specified in charter)
Nevada 33-0910363
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
170 Newport Center Drive, Suite 210, Newport Beach, CA 92660
Address of principal executive offices Zip Code
Issuer's telephone number, including area code: (949) 273-4300
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At November 14, 2005,
there were 6,684,802 shares of the Registrant's Common Stock outstanding.
<Page>
Table of Contents
Page
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
ITEM 1. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . .3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . 14
ITEM 3. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . 17
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES . . . . . . . . . . 18
ITEM 6. EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . 20
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2
<Page>
PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
In the opinion of the Company, all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of September 30, 2005, and the results of its
operations and changes in its financial position from May 10, 2000, through
September 30, 2005, have been made. The results of its operations for such
interim period are not necessarily indicative of the results to be expected
for the entire year. These condensed financial statements should be read
in conjunction with the financial statements and notes thereto included in
the Company's annual report on Form 10-KSB for the year ended December 31,
2004.
3
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Financial Statements
September 30, 2005
4
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Balance Sheets
<Table>
<Caption>
September December
30, 2005 31, 2004
------------ ------------
(Unaudited)
Assets
Current Assets
- --------------
Cash $ 330,025 $ 974,658
Accounts Receivable, net 72,644 21,425
Prepaid Expenses 12,111 13,305
Employee Advances 3,071 -
Client Reserves 5,000 -
------------ ------------
Total Current Assets 422,851 1,009,388
Property & Equipment, Net 19,730 8,608
- ------------------------- ------------ ------------
Other Assets
- ------------
Deposits 9,207 9,207
Definite Life Intangible Assets, less
accumulated amortization of $92,314 and
$14,583 at 2005 and 2004, respectively 99,064 109,418
------------ ------------
Total Other Assets 108,271 118,625
------------ ------------
Total Assets $ 550,852 $ 1,136,621
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 45,289 $ 32,331
Accounts Payable Related Party - 4,090
Accrued Expenses 28,529 8,782
Accrued Liabilities 6,571 -
Line of Credit 17,201 20,000
Portfolio Reserves 17,500 -
Customer Funds Clearing 924 1,267
Deferred Revenue, net 23,794 74,025
Deferred Revenue Refund Reserve 1,921 -
------------ ------------
Total Current Liabilities 141,729 140,495
------------ ------------
Stockholders' Equity
- --------------------
Preferred Stock, 20,000,000 Shares Authorized,
$.001 Par Value; None Issued and Outstanding - -
Common Stock, 100,000,000 Shares Authorized at
$.001 Par Value; 6,597,802 and 6,307,802 Shares
Issued and Outstanding, Respectively 6,596 6,307
Additional Paid In Capital 2,279,988 1,891,057
Accumulated Deficit (1,877,461) (901,238)
------------ ------------
Total Stockholders' Equity 409,123 996,126
------------ ------------
Total Liabilities & Stockholders' Equity $ 550,852 $ 1,136,621
============ ============
</Table>
The accompanying notes are an integral part of these financial statements.
5
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Statements of Operations
(Unaudited)
<Table>
<Caption>
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
2005 2004 2005 2004
------------- ------------- ------------- -------------
Revenues
- --------
Catalog Shopping $ 8,980 $ 1,114 $ 100,316 $ 1,114
Consulting - - - 14,000
Stored Value 123,639 - 174,679 -
Call Center Operations 69,699 - 80,116 -
------------- ------------- ------------- -------------
Total Revenue 202,318 1,114 355,111 15,114
Cost of Sales 175,260 37,998 283,042 37,998
- ------------- ------------- ------------- ------------- -------------
Gross Profit 27,058 (36,884) 72,069 (22,884)
Expenses
- --------
Depreciation 30,290 - 81,675 -
Sales & Marketing 16,121 - 54,944 -
Technology Costs 6,688 12,030 17,170 20,711
Salaries and Wages 176,033 88,439 424,967 115,541
Professional Fees 68,427 65,589 197,271 133,111
Option Expense - 2,687 - 2,687
General & Administrative 71,062 67,612 217,212 90,817
------------- ------------- ------------- -------------
Total Expenses 368,621 236,357 993,239 362,867
Income (Loss)
from Operations (341,563) (273,241) (921,170) (385,751)
------------- ------------- ------------- -------------
Other Income (Expenses)
- -----------------------
Interest Income 12 2,035 176 2,192
Financing Fees (54,088) - (54,088) -
Interest Expense (405) (4,340) (1,141) (7,726)
------------- ------------- ------------- -------------
Total Other Income
(Expenses) (54,481) (2,305) (55,053) (5,534)
------------- ------------- ------------- -------------
Income (Loss)
Before Taxes (396,044) (275,546) (976,223) (391,285)
Taxes - (2,446) - (2,446)
------------- ------------- ------------- -------------
Net Income (Loss) $ (396,044) $ (277,992) $ (976,223) $ (393,731)
============= ============= ============= =============
Loss Per
Common Share $ (.06) $ (.06) $ (.15) $ (.14)
============= ============= ============= =============
Weighted Average
Outstanding Shares,
Retroactively Restated $ 6,374,976 $ 5,023,558 $ 6,314,835 $ 2,909,689
============= ============= ============= =============
</Table>
The accompanying notes are an integral part of these financial statements.
6
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Statements of Cash Flows
(Unaudited)
<Table>
<Caption>
For the Nine Months Ended
September September
30, 2005 30, 2004
------------ ------------
Net Income (Loss) $ (976,223) $(393,731)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations;
Depreciation and Amortization 81,675 -
Stock Issued for Services - 33,000
Forgiveness of Related Party Interest - 7,705
Stock Options Issued 45,133 -
Stock Warrants Issued 54,088 -
Change in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable (51,219) -
(Increase) Decrease in Interest Receivable - 360
(Increase) Decrease in Employee Advances (3,071) -
(Increase) Decrease in Prepaid Expenses 1,193 (14,759)
(Increase) Decrease in Processor Reserves (5,000) -
(Increase) Decrease in Deposits - (9,207)
Increase (Decrease) in Accounts Payable 8,868 (10,533)
Increase (Decrease) in Interest Payable - 3,408
Increase (Decrease) in Client Reserves 17,500 -
Increase (Decrease) in Customer Fundings 6,637 -
Increase (Decrease) in Deferred Revenue
Refund Reserve (242) -
Increase (Decrease) in Accrued Expenses 20,157 4,860
Increase (Decrease) in Deferred Revenue (48,886) -
------------ ------------
Net Cash Provided (Used) by Operating Activities (849,391) (378,897)
Cash Flows from Investing Activities
- ------------------------------------
Acquisition of Property & Equipment (15,039) (4,838)
Proceeds from Related Party Note - 1,200
Acquisition of Businesses and Other (27,404) -
------------ ------------
Net Cash Provided (Used) by Investing Activities (42,443) (3,638)
Cash Flows from Financing Activities
- ------------------------------------
Payments on Line of Credit (2,799) -
Proceeds from Issuance of Common Stock for Cash 250,000 1,173,621
Proceeds from Convertible Debenture - 200,000
Payments made on Related Party Notes - (23,906)
------------ ------------
Net Cash Provided (Used) by Financing Activities 247,201 1,349,715
------------ ------------
Net Increase (Decrease) in Cash and Cash
Equivalents (644,633) 967,180
Cash and Cash Equivalents at Beginning of Period 974,658 -
------------ ------------
Cash and Cash Equivalents at End of Period $ 330,025 $ 967,180
============ ============
</Table>
The accompanying notes are an integral part of these financial statements
7
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to the Financial Statements
September 30, 2005
NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
A. General
-------
The accompanying condensed financial statements of the Company have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to such
rules and regulations. These condensed financial statements reflect
all adjustments (consisting only of normal recurring adjustments)
that, in the opinion of management, are necessary to present fairly
the results of operations of the Company for the periods presented.
These condensed financial statements should be read in conjunction
with the financial statements and the notes thereto included in the
Company's Form 10KSB for the year ended December 31, 2004. The results
of operations for the three months ended September 30, 2005 are not
necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2005.
B. Earnings (Loss) Per Share of Common Stock
-----------------------------------------
The computation of earnings (loss) per share of common stock is based
on the weighted average number of shares outstanding at the date of
the financial statements. Outstanding employee stock options have not
been considered in the fully diluted earnings per share calculation,
because the effect of these stock options would have been anti-
dilutive for the periods presented.
<Table>
<Caption>
September 30, December 31,
2005 2004
------------- -------------
(Unaudited)
Basic Earnings per share:
Income (Loss) (numerator) $ (976,223) $ (108,433)
Shares (denominator) 6,314,835 3,727,866
------------- -------------
Per Share Amount $ (.15) $ (.03)
============= =============
Fully diluted Earnings per share:
Income (Loss) (numerator) $ (976,223) $ (108,433)
Shares (denominator) 6,314,835 3,727,866
------------- -------------
Per Share Amount $ (.15) $ (.03)
============= =============
</Table>
8
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to the Financial Statements
September 30, 2005
NOTE 2 STOCK OPTION PLAN
- --------------------------
On May 4, 2004, the Company approved and adopted the 2004 Stock
Option/Stock Issuance Plan, which allows for the Company to issue stock or
grant options to purchase or receive shares of the Company's common stock.
The maximum number of shares that may be optioned and sold under the plan
is 5,000,000. The plan became effective with its adoption and remains in
effect for ten years, however, options expire five years from grant, unless
terminated earlier. Options granted under the plan vest according to terms
imposed by the Plan Administrator. The Administrator may not impose a
vesting schedule upon any option grant which is more restrictive than
twenty percent (20%) per year vesting with the initial vesting to occur not
later than one (1) year after the option grant date. The following
schedule summarizes the activity during the eighteen month period ending
September 30, 2005:
<Table>
<Caption>
2004 Stock Plan
--------------------------
Weighted
Average
Amount of Exercise
Shares Price
------------ ------------
Outstanding at January 1, 2005 2,621,250 $ .56
Options Granted 124,000 .88
Options Exercised - -
Options Canceled - -
------------ ------------
Options Outstanding at September 30, 2005 2,745,250 $ .58
Options Exercisable at September 30, 2005 1,242,708 $ .58
</Table>
The Company, in accordance with Statement of Financial Accounting Standards
No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION", $45,133 and $2,687 was
recognized for the period ended September 30, 2005 and year ended December
31, 2004, respectively. The fair value of the option grant was established
at the date of grant using the Black-Scholes option pricing
model with the following assumptions:
<Table>
<Caption>
September 30, 2005
------------------
Five Year Risk Free Interest Rate 4.10%
Dividend Yield 0%
Volatility 60.00%
Average Expected Term (Years to Exercise) 5
</Table>
11
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to the Financial Statements
September 30, 2005
NOTE 2 STOCK OPTION PLAN (CONTINUED)
Management would like to confirm an intention to use an appropriate
volatility in the future, which is likely to be higher than the historical
basis.
Employee stock options outstanding and exercisable under this plan as of
September 30, 2005 are:
<Table>
<Caption>
Weighted Average Weighted
Number of Average Remaining Number Average
Range of Options Exercise Contractual of Options Exercise
Exercise Price Granted Price Life (Years) Vested Price
- -------------- --------- --------- ------------ ---------- --------
$.001-$.85 2,196,250 $.53 4.00 1,142,083 $ .26
$0.75 485,000 $.15 4.00 96,875 $ .75
$1.00 64,000 $ .50 4.00 3,750 $ 1.00
</Table>
NOTE 3 ACQUISITIONS
On June 14, 2005 the Company issued 40,000 shares of common stock valued at
$40,000 and paid cash in the amount of $30,000 for the net operating assets
of the call center owned by Hawaii Direct Telephone that were merged into
the operations of Trycera, valued at $70,000. The Company paid $16,045 for
the fixed assets including, computers and monitors valued at $13,450 and
office equipment and supplies valued at $2,595. The remainder of the
consideration, $53,955 was allocated to definite lived intangible assets in
the form of cancelable call center contracts that will be amortized over a
life of one year. The hard assets were valued at fair market value and the
balance of the purchase price was assigned to the cancelable call center
contracts, which management felt was reasonable for our use.
We account for goodwill and other intangible assets in accordance with SFAS
No. 142, which requires that goodwill and other intangible assets that have
indefinite lives not be amortized but instead be tested at least annually
for impairment, or more frequently when events or a change in circumstances
indicate that the asset might be impaired. For indefinite lived intangible
assets, impairment is tested by comparing the carrying value of the asset
to its fair value and assessing the ongoing appropriateness of the
indefinite life classification. For goodwill, a two-step test is used to
identify the potential impairment and to measure the amount of impairment,
if any. The first step is to compare the fair value of a reporting unit
with its carrying amount, including goodwill. If the fair value of a
reporting unit exceeds its carrying amount, goodwill is considered not
impaired, otherwise goodwill is impaired and the loss is measured by
performing step two. Under step two, the impairment loss is measured by
comparing the implied fair value of the reporting unit with the carrying
amount of goodwill. At September 30, 2005 there was no impairment to the
intangible assets.
10
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to the Financial Statements
September 30, 2005
Note 4 Stockholders' Equity
- -----------------------------
On September 20, 2005, the Company approved and opened a second private
placement offering, authorizing a combination of up to 2,000,000 shares of
its Common Stock and up to 1,000,000 Common Stock Purchase Warrants. The
purchase price for the shares of Common Stock are $1.00 per share and the
Warrants will be granted to investors at the rate of 50% of the Shares
purchased. Each Warrant is exercisable at $1.25 per share with certain
incentives to exercise early at any time from the purchase date until
September 20, 2008. The Company will sell Shares to not more than 35 non-
accredited investors and additional accredited investors as defined in Rule
501 of Regulation D promulgated by the SEC (See "SUITABILITY STANDARDS").
The Shares, and the shares underlying the Warrants, will have "piggy-back"
registration rights. The minimum amount of any purchase is $25,000, unless
expressly waived by the Company. This Offering will terminate not later
than December 31, 2005, with the option of the Company to extend the
Offering for thirty days and may be terminated earlier without prior
notice.
As of September 30, 2005, the Company had received $250,000 in funds
related to the offering from Alan Knitowski, Chairman of the Board.
Note 5 Stock Warrant Plan
- ---------------------------
Warrants will be granted to investors at the rate of 50% of the Shares
purchased in the private placement offering dated September 20, 2005
Warrants are offered at an exercise price of $1.25 per Share (the "Exercise
Price"), on the basis of one share for each warrant (the "Warrant")
indicated on the face hereof. However, from the date of purchase and
through 180 days of the date of this Offering at $1.00 per share (20%
discount to the Exercise Price); thereafter they are exercisable after 180
days and through 360 days of the date of this Offering at $1.125 per share
(10% discount to the Exercise price); and, beyond 360 days the Warrants are
exercisable at the Exercise Price). Commencing immediately and ending on
September 20, 2008, unless extended by the Company in its sole discretion
("Expiration Date"), the Holder shall have the right to purchase the Shares
hereunder at the Exercise Price. After the Expiration Date, the Holder
shall have no right to purchase any Shares hereunder and this Warrant shall
expire thereon effective at 5:00 p.m., Pacific Time.
<Table>
<Caption>
2005 Warrant Plan
--------------------------
Weighted
Average
Amount of Exercise
Shares Price
------------ ------------
Outstanding at January 1, 2005 - $ 1.25
Warrants Granted 125,000 1.25
Warrants Exercised - -
Warrants Canceled - -
------------ ------------
Warrants Outstanding at
September 30, 2005 125,000 $ 1.25
============ ============
Warrants Exercisable at
September 30, 2005 125,000 $ 1.25
============ ============
</Table>
11
<Page>
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to the Financial Statements
September 30, 2005
Note 5 Stock Warrant Plan (continued)
- ---------------------------
The Company, in accordance with Statement of Financial Accounting Standards
No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION", $54,088 and $0 was
recognized for the period ended September 30, 2005 and year ended December
31, 2004, respectively. The fair value of the warrant grant was
established at the date of grant using the Black-Scholes option pricing
model with the following assumptions:
<Table>
<Caption>
September 30,2005
-----------------
Five Year Risk Free Interest Rate 4.10%
Dividend Yield 0%
Volatility 60.00%
Average Expected Term (Years to Exercise) 5
</Table>
Warrant plan stock options outstanding and exercisable under this plan as
of September 30, 2005 are:
<Table>
<Caption>
Weighted Average Weighted
Number of Average Remaining Number Average
Range of Options Exercise Contractual of Options Exercise
Exercise Price Granted PriceLife (Years) VestedPrice
- -------------- --------- --------- ------------ ---------- --------
$1.00-1.25 125,000 $.43 3.00 - $ -
</Table>
12
<Page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Prior to May 2004, we had no operating history. Based in Newport
Beach, California, we are currently in the business of developing and
marketing a suite of stored value and financial products and services.
Stored value products are broadly defined as financial instruments where
the value on the card has been prepaid, and where subsequent transactions
decrease the value against the balance originally loaded onto the
instrument. Our core operating business is centered upon developing and
marketing a broad array of stored value products and services for persons
without banking relationships and persons who are underserved by existing
banking facilities.
RECENT DEVELOPMENTS
During the quarter ended September 30, 2005, we launched a new
product, the Finium Debit MasterCard (registered trademark symbol) card.
This new stored value product expands the stored value offerings to three
products and has been developed to support a market targeted to the
unbanked and underbanked consumer segments. Similar to other Company
products, the Finium program offers a complete turnkey solution, including
live customer service support and web-based card management tools.
EMPLOYEES
For the quarter ended September 30, 2005, we hired two individuals in
full time support roles, accounting and channel support. As we continue to
develop our products and services, our headcount will expand accordingly.
It is anticipated that in the coming months we will add an additional two
to three employees in the core financial services business and two to three
in the call center operations business channel.
FACILITIES
We have entered into a sublease for approximately 1,400 square feet of
office space in Honolulu, Hawaii for $2,396 per month. The sublease
expires on October 1, 2006.
KEY ACCOUNTING POLICIES
Key accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially result in
materially different results under different assumptions and conditions.
There were no changes to our key accounting policies for the quarter ended
September 30, 2005.
RESULTS OF OPERATIONS
During the third quarter ending September 30, 2005, we generated
revenues of $202,318 and incurred operating expenses of $368,621, which
excludes a cost of goods of $175,260. For the comparable period in the
prior year, we generated revenues of $ 1,114 and incurred operating
expenses of $236,357, with $37,998 in cost of goods. The revenue on a
comparable basis grew to the current levels of $202,318 against the
previous balance of $37,998 while expenses increased 56% and the related
cost of goods rose to the current levels of $175,260 against previous
balances of $37,998 in the third quarter of 2004. Management has
determined that the amount of revenues and expenses estimated for the
remainder of 2005 will increase progressively based upon the expansion of
operations during the third quarter of 2005.
13
<Page>
LIQUIDITY AND CAPITAL RESOURCES
A primary source of operating capital for the quarter ended September
30, 2005, was from the sale of stock. The sale of stock was related to the
offering opened in the third quarter of 2005, which offered up to 2,000,000
shares of our common stock at $1.00 per share to investors with a 50%
additional warrant coverage offer, for maximum gross proceeds of $2,000,000
on the common stock and up to a maximum gross proceeds of $1,250,000
related to exercised warrants. We are currently in the process of an S-2
Registration, where some of the shares purchased in the offering will be
registered under the Securities Act, while others may not be offered or
sold in the United States absent registration or an applicable exemption
from registration requirements.
As of September 30, 2005, cash totaled $330,025 as compared with
$437,898 of cash at June 30, 2005, resulting in a decrease of $107,873 in
cash and cash equivalents for the quarter ended September 30, 2005. The
decrease in cash and cash equivalents was attributed to funding the
operational expenses and cost of goods with cash proceeds of the private
common stock offering. In the third quarter we used $332,741 cash in
operations. For the comparable period in the prior year, we had cash
totaling $967,180, while we used $378,897 cash in operations.
Working capital was $281,122 at September 30, 2005, as compared with
working capital of $348,814 at June 30, 2005. This decrease in working
capital was a result of using existing funds for operations and related
expenses through cash proceeds from previous capital provided by the
private offering proceeds to support the business during its startup and
growth phase.
Proceeds from the private stock offering have continued to fund
operations in the third quarter 2005 to support the growth of the business.
Management believes that with funds continuing to accumulate during the
recent offering, together with revenues generated from operations, we will
have sufficient cash to satisfy existing operating cash needs and working
capital requirements during and through early 2006. Our monthly cash
requirements are currently $84,700 per month as we continue to expand
headcount and operations. Management estimates that future monthly cash
requirements will rise to approximately $95,000. Without generating any
additional revenues, we estimate that cash from our private offering and
anticipated revenues generated from operations would meet our cash flow
requirements through at least December 31, 2005. Any additional funds from
operations would likely extend this estimated period. With the closing of
our current private placement offering, we would not anticipate the need
for additional funding from investors.
Additionally, we may elect to compensate employees with equity
incentives where possible and continue to utilize equity instruments to
compensate all associates in efforts to minimize cash outlays. Management
believes this strategy provides the ability to increase stockholder value
as well as utilize cash resources more effectively.
During future quarters we may seek additional funding to finance
future acquisitions and growth. The amount and timing of such capital
transactions is not yet known and will depend largely on our operating
needs and the cost to acquire financial services and products companies.
Our ability to secure this additional funding given present market
conditions is uncertain, as is the financial effect any such funding may
have on our capital structure or operating results.
OFF-BALANCE SHEET ARRANGEMENTS
During the quarter ended September 30, 2005, we did not engage in any
off-balance sheet arrangements.
14
<Page>
STOCK-BASED COMPENSATION
In December 2004, the FASB issued Statement of Financial Accounting
Standards (SFAS) No.123 (Revised), Shared-Based Payment. This standard
revises SFAS No. 123, APB Opinion No. 25 and related accounting
interpretations and eliminates the use of the intrinsic value method for
employee stock-based compensation. SFAS No. 123R requires compensation
costs related to share based payment transactions to be recognized in the
financial statements over the period that an employee provides service in
exchange for award. Currently, the Company uses the revised fair value
method of SFAS No. 123R to value share-based options granted to employees
and board members. This standard requires the expensing of all share-based
compensation including options, using the fair value based method.
SUBSEQUENT EVENTS
The following events occurred subsequent to the quarter ended
September 30, 2005:
Private Placement Funds
-----------------------
Since the end of the quarter September 30, 2005, the Company has taken
in $87,500 in additional capital from the current private placement
offering.
Employees
---------
We terminated an employee on November 3, 2005. The position had no
material impact to the call center operations.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements and
information that are based on assumptions made by management and on
information currently available. When used in this report, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan," and
similar expressions, as they relate to our company or its management, are
intended to identify forward-looking statements. These statements reflect
management's current view of the company concerning future events and are
subject to certain risks, uncertainties and assumptions, including among
many others the following: changes in federal, state or municipal laws
governing the distribution and performance of financial services; a general
economic downturn; our startup phase of operations; reliance on third party
processors and product suppliers; the inability to locate suitable
acquisition targets; and other risks and uncertainties. Should any of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in
this report as anticipated, estimated or expected.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE AND CONTROLS AND PROCEDURE
With the participation of management our chief executive officer and
chief financial officer have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this quarterly report.
Based on that evaluation the chief executive officer and chief financial
officer have concluded that our disclosure controls and procedures are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and are operating in an effective manner.
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CHANGES IN INTERNAL CONTROLS
There were no changes in our internal control over financial reporting
that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
It should be noted that any system of controls, however well designed
and operated, can provide only reasonable and not absolute assurance that
the objectives of the system will be met. In addition, the design of any
control system is based in part upon certain assumptions about the
likelihood of future events. Because of these and other inherent
limitations of control systems, there is only reasonable assurance that our
controls will succeed in achieving their stated goals under all potential
future conditions.
PART II
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
During the quarter ended September 30, 2005, the following securities
were sold by Trycera without registering the securities under the
Securities Act, except as otherwise previously reported:
- On July 1, 2005, we granted a total of 24,000 options to
associates of isleCORE Systems, Inc. in conjunction with the
asset purchase transacted on June 14, 2005 between the Company
and Hawaii Direct Telephone. These five-year options were
granted under our 2004 Stock Option/Stock Issuance Plan. The
options are exercisable at $1.00 per share. The options were
granted without registration under the Securities Act by reason
of the exemption from registration afforded by the provisions of
Section 4(2) thereof, and Rule 506 promulgated thereunder, as a
transaction by an issuer not involving any public offering. They
acknowledged they had access to the books and records, including
filings made by us with the SEC. All isleCORE associates
delivered appropriate investment representations with respect to
the grant and consented to the imposition of restrictive legends
upon the certificate representing the option. They represented
that as individuals, they had not entered into the transaction
with us as a result of or subsequent to any advertisement,
article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast on television
or radio, or presented at any seminar or meeting. They
represented that they have been afforded the opportunity to ask
questions of our management and to receive answers concerning the
terms and conditions of the option grants. No underwriting
discounts or commissions were paid in connection with the
transaction.
- On July 1, 2005, we granted a total of 15,000 options to Jared
Grugett, Director on the Board of isleCORE Systems, Inc. These
five-year options were granted under our 2004 Stock Option/Stock
Issuance Plan. The options are exercisable at $1.00 per share.
The options were granted without registration under the
Securities Act by reason of the exemption from registration
afforded by the provisions of Section 4(2) thereof, and Rule 506
promulgated thereunder, as a transaction by an issuer not
involving any public offering. Mr. Grugett acknowledged he had
access to the books and records, including filings made by us
with the SEC. Mr. Grugett delivered appropriate investment
representations with respect to the grant and consented to the
imposition of restrictive legends upon the certificate
representing the option. He represented that he had not entered
into the transaction with us as a result of or subsequent to any
advertisement, article, notice, or other communication published
in any newspaper, magazine, or similar media or broadcast on
television or radio, or presented at any seminar or meeting. He
represented that he had been afforded the opportunity to ask
questions of our management and to receive answers concerning the
terms and conditions of the option grants. No underwriting
discounts or commissions were paid in connection with the
transaction.
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- On September 7, 2005, we granted a total of 15,000 options to
Imelda Garcia, Staff Accountant with Trycera Financial, Inc.
These five-year options were granted under our 2004 Stock
Option/Stock Issuance Plan. The options are exercisable at $1.00
per share. The options were granted without registration under
the Securities Act by reason of the exemption from registration
afforded by the provisions of Section 4(2) thereof, and Rule 506
promulgated thereunder, as a transaction by an issuer not
involving any public offering. Ms. Garcia acknowledged she had
access to the books and records, including filings made by us
with the SEC. Ms. Garcia delivered appropriate investment
representations with respect to the grant and consented to the
imposition of restrictive legends upon the certificate
representing the option. She represented that she had not
entered into the transaction with us as a result of or subsequent
to any advertisement, article, notice, or other communication
published in any newspaper, magazine, or similar media or
broadcast on television or radio, or presented at any seminar or
meeting. She represented that she had been afforded the
opportunity to ask questions of our management and to receive
answers concerning the terms and conditions of the option grants.
No underwriting discounts or commissions were paid in connection
with the transaction.
- On September 8, 2005, we granted a total of 10,000 options to
Jennifer Cassity, Channel Support Specialist with Trycera
Financial, Inc. These five-year options were granted under our
2004 Stock Option/Stock Issuance Plan. The options are
exercisable at $1.00 per share. The options were granted without
registration under the Securities Act by reason of the exemption
from registration afforded by the provisions of Section 4(2)
thereof, and Rule 506 promulgated thereunder, as a transaction by
an issuer not involving any public offering. Ms. Cassity
acknowledged she had access to the books and records, including
filings made by us with the SEC. Ms. Cassity delivered
appropriate investment representations with respect to the grant
and consented to the imposition of restrictive legends upon the
certificate representing the option. She represented that she
had not entered into the transaction with us as a result of or
subsequent to any advertisement, article, notice, or other
communication published in any newspaper, magazine, or similar
media or broadcast on television or radio, or presented at any
seminar or meeting. She represented that she had been afforded
the opportunity to ask questions of our management and to receive
answers concerning the terms and conditions of the option grants.
No underwriting discounts or commissions were paid in connection
with the transaction.
ITEM 5. OTHER INFORMATION
On November 2, 2004, the Company entered into an Asset Purchase
Agreement with Signature Credit Corporation. At the close of the
agreement, also on November 2, 2004, 37,500 shares were issued. Pursuant
to the agreement, an additional 112,500 shares were to be issued over the
following year. On May 5, 2005, the Company issued the second installment
of 75,000 shares and on November2, 2005, the final installment of 37,500
shares were issued to Mr. Dave Margolin. These shares were issued without
registration under the Securities Act by reason of the exemption from
registration afforded by the provisions of Section 4(6) and/or Section 4(2)
thereof, and Rule 506 promulgated thereunder, as a transaction by an issuer
not involving any public offering. Mr. Margolin represented that he was an
accredited investor as defined in Rule 501 of Regulation D at the time of
the transaction. He delivered appropriate investment representations with
respect to this issuance and consented to the imposition of restrictive
legends upon the stock certificates representing the shares. He
represented that he had not entered into the transaction with the Company
as a result of or subsequent to any advertisement, article, notice, or
other communication published in any newspaper, magazine, or similar media
or broadcast on television or radio, or presented at any seminar or
meeting. Mr. Margolin represented that he had been afforded the
opportunity to ask questions of management of the Company and to receive
answers concerning the terms and conditions of the stock issuance. No
underwriting discounts or commissions were paid in connection with the
transaction.
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ITEM 6. EXHIBITS
The following exhibits are included as part of this report:
31.1 Rule 13a-14(a) Certification by Principal Executive Officer
31.2 Rule 13a-14(a) Certification by Chief Financial Officer
32.1 Section 1350 Certification of Principal Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Trycera Financial, Inc.
Date: November 14, 2005 By: /s/ Matthew S. Kerper
---------------------------------------
Matthew S. Kerper, President
(Principal Executive Officer)
Date: November 14, 2005 By: /s/ Bryan W. Kenyon
---------------------------------------
Bryan Kenyon, Treasurer and
Chief Financial Officer
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