SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-4
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 2, 2004
TRYCERA FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 000-30872 33-0910363
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
170 Newport Center Drive, Suite 210, Newport Beach, CA 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 273-4300
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
Revised pro forma financial information required by this item in connection with
the acquisition of Signature Credit Corporation is included with this filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Trycera Financial, Inc.
Date: November 29, 2005 By /s/ Matthew S. Kerper
----------------------
Matthew S. Kerper, CEO
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF TRYCERA FINANCIAL, INC.
The following unaudited pro forma condensed combined financial statements and
explanatory notes have been prepared to give effect to the acquisition of assets
by Trycera Financial, Inc. (Trycera) relating to Signature Credit Corporation
(Signature) as if the acquisition had been completed on September 30, 2004 for
statement of operations purposes and for balance sheet purposes. The unaudited
pro forma condensed combined balance sheets as of September 30, 2004 combines
the unaudited consolidated balance sheet of Trycera as of September 30, 2004
with the unaudited consolidated balance sheet of assets acquired from Signature
as of the same date and gives effect to the acquisition of assets as if it has
occurred on September 30, 2004.
The pro forma adjustments are based upon available information and certain
assumptions that management of Trycera Financial, Inc. believes are reasonable
under the circumstances. The pro forma consolidated financial information is not
necessarily indicative of operating results or financial position that would
have been achieved had the transaction been consummated on the dates indicated
and should not be construed as representative of future operating results or
financial position.
It is Management's objective and intent to use the pro forma financials to
display the impact of the assets acquired as they are deployed within the
business. Under Signature Credit Corporation, the assets were primarily deployed
to produce revenue associated with membership fees. Under the Company, the
assets will be deployed to produce revenue associated with product purchases
from existing cardholders. Independent of the asset acquisition, the Company
will continue to pursue new cardholders through online, direct mail and third
party partnerships. This distinct difference in the deployment of the acquired
assets may possibly change the results of the future operations.
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
PRO FORMA
FINANCIAL STATEMENTS
September 30, 2004
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Unaudited Proforma Balance Sheet
As of September 30, 2004
Trycera Adjusted
Financial, Inc. Signature Pro Forma Consolidated
(Registrant) Credit Corp. Adjustments Pro Forma
--------------- ------------ ----------- ------------
Assets
Current Assets
Cash $ 967,180 46,307 (46,307) $ 967,180 (a)
Accounts Receivable 7,725 7,725 (b)
Prepaid Expenses 14,759 14,759
Deposits 9,207 9,207
Inventory -- 9,804 (9,804) -- (a)
--------------- ------------ ----------- ------------
Total Current Assets 991,146 56,111 (48,386) 998,871
--------------- ------------ ----------- ------------
Equipment, Net 4,838 7,628 67,372 79,838 (a)(b)
--------------- ------------ ----------- ------------
Other Assets
Intangible Assets 105,000 105,000 (b)
Investment in Affiliates -- -- -- --
--------------- ------------ ----------- ------------
Total Assets $ 995,984 $ 63,739 $ 123,986 $ 1,183,709
=============== ============ =========== ============
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 790 $ 790
Accrued Expenses 4,861 7,179 (7,179) 4,861 (a)
Interest Payable 7,726 7,726
Unearned Revenue -- 52,607 (52,607) -- (a)
Note Payable -- 100,000 100,000 (b)
Convertible Debenture 200,000 200,000
--------------- ------------ ----------- ------------
Total Current Liabilities 213,377 59,786 40,214 313,377
--------------- ------------ ----------- ------------
Stockholders' Equity
Common Stock, Authorized 100,000,000 Shares,
$.001 Par Value, 5,631,234 Shares
Issued and Outstanding 5,481 150 5,631 (b)
Common Stock, Authorized 10,000 Shares, --
$1.00 Par Value, 1,000 Shares
Issued and Outstanding -- 2,000 (2,000) -- (a)
Additional Paid in Capital 1,222,532 112,350 1,334,882 (b)
Deficit Accumulated in the Development Stage (445,406) 1,953 (26,728) (470,181)(a)(b)
--------------- ------------ ----------- ------------
Total Stockholders Equity 782,607 3,953 83,772 870,332
--------------- ------------ ----------- ------------
Total Liabilities and Stockholders Equity $ 995,984 $ 63,739 $ 123,986 $ 1,183,709
--------------- ------------ ----------- ------------
(a) - The asset acquisition included certain assets of Signature Credit Corp,
including equipment, certain intangible assets and customer databases. Cash,
inventory, certain products and processes were not acquired or assumed. Balances
from Signature which were not acquired or assumed in the acquisition were
adjusted from the pro forma balance sheet accordingly.
Certain historical balance sheet and statement of operations line items have
been reclassified for conformity purposes in these consolidated pro forma
statements.
(b) Pursuant to the "Asset Purchase Agreement" filed by the Registrant on Form
8K on November 8, 2004, the Company agreed to pay to Signature Credit
Corporation cash of $90,000 with an additional $10,000 in cash due on the 61st
day after executing the agreement. The Company also agreed to issue 150,000
shares of common stock valued at $112,500. The total consideration given for the
asset purchase was $212,500. A reconciliation of the total consideration given
and the assets received is as follows:
Note Payable 100,000
Stock issued 112,500
Assets received:
Accounts Receivable (7,725)
Office Supplies & Equipment, net (24,775)
Fixed assets, net (75,000)
Intangible Assets (105,000)
---------
Total consideration over value of assets acquired $ --
=========
The entry that recorded the acquisition of the assets is as follows:
Accounts Receivable 7,725
Office Supplies & Equipment 24,775
Fixed Assets, net 75,000
Intangible Assets 105,000
Common Stock - Trycera 150
Additional Paid-in-Capital 112,350
Cash 90,000
Note Payable 10,000
Also, as part of the agreement, the Company did not assume any liabilities of
Signature Credit Corporation, nor did they acquire the outstanding shares of
Signature Credit. As reflected in the journal entry above, the liabilities,
stock and accumulated deficit of Signature Credit has been eliminated from the
pro forma financials.
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Unaudited Proforma Statement of Operations
For January 1, 2004 through September 30, 2004
Trycera Adjusted
Financial, Inc. Signature Pro Forma Consolidated
(Registrant) Credit Corp. Adjustments Pro Forma
--------------- ------------ ----------- ------------
Revenues $ 15,114 $ 438,122 (84,125) $ 369,111 (a)(c)
Cost of Sales 37,998 266,576 (32,935) 271,639 (d)
--------------- ------------ ----------- ------------
Gross Profit (Loss) (22,884) 171,546 (51,190) 97,472
--------------- ------------ ----------- ------------
Operating Expenses
Depreciation Expense -- 3,587 -- 3,587
Salaries & Wages 118,228 42,876 (9,528) 151,576 (e)
Professional Fees 133,111 4,369 -- 137,480
General & Administrative 111,528 28,544 (6,343) 133,729 (e)
--------------- ------------ ----------- ------------
Total Operating Expenses 362,867 79,376 (15,871) 426,372
--------------- ------------ ----------- ------------
Income (Loss) from Operations (385,751) 92,170 (35,319) (328,900)
Other Income (Expense)
Interest Income 2,192 -- -- 2,192
Interest Expense (7,726) -- -- (7,726)(f)
--------------- ------------ ----------- ------------
Total Other Income (Expense) (5,534) -- -- (5,534)
--------------- ------------ ----------- ------------
Income (Loss) Before Income Taxes (391,285) 92,170 (35,319) (334,434)
Income Tax Expense 2,446 800 -- 3,246
--------------- ------------ ----------- ------------
Net Income (Loss) $ (393,731) $ 91,370 $ (35,319) $ (337,680)
--------------- ------------ ----------- ------------
(c) Revenues were adjusted to eliminate the estimated amount of Signature Credit
Corporation revenue generated by assets not acquired by Trycera. The $84,125
represents a prior direct mail campaign that was not included as part of the
product, processes or assets acquired.
(d) Cost of Sales was adjusted in line with revenues and as a percentage of
historical revenues at a rate of 39.15%.
(e) Certain costs associated with the revenues not generated by the acquired
assets have been eliminated to adjust the cost basis accordingly. The associated
costs were reduced by 22.4% since the revenue activity not acquired was isolated
to two specific months of activity.
(f) No interest expense was recorded for the purchase consideration allocated to
the note payable.
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to Pro Forma Consolidated Financial Statements September 30, 2004
NOTE 1 - Summary of Transaction
On November 2, 2004, the Company entered into an Asset Purchase Agreement with
Signature Credit Corporation (Signature) to acquire certain specified assets of
Signature. Pursuant to the agreement, the Company paid cash of $90,000 with an
additional $10,000 in cash due on the 61st day after executing the agreement and
issued 150,000 shares of common stock valued at $112,500.
NOTE 2 - Management Assumptions
The pro forma balance sheet and statements of operations assumes that the assets
acquired and the Company were consolidated at the beginning of the period ended
September 30, 2004.
The pro forma balance sheet assumes the issuance of 150,000 shares of common
stock, the cash payment of $90,000, a note payable of $10,000 due on the 61st
day after executing the agreement and the acquisition of inventory and fixed
assets.
The pro forma statement of operations assumes that only the assets acquired
generated the revenues and expenses of Signature; therefore, the Company's
revenues and expenses as to the assets acquired have been combined with
Signature's at the beginning of the period ended September 30, 2004.
NOTE 3 - Purchase Price Allocation
On November 2, 2004 the Company paid $212,500 for the acquired assets of
Signature, by issuing 150,000 shares of common stock valued at $112,500 and
paying cash in the total amount of $100,000. Specifically, the Company paid
$112,500 for certain fixed assets including, a Signature Credit customized
software database system valued at $75,000, office equipment and supplies valued
at $24,775, five existing domain names valued at $5,000 and accounts receivable
valued at $7,725. The remainder of the consideration, $100,000, was paid to
acquire the existing Signature customer base information. Management believes
that future revenues generated from the existing customer base will exceed the
cost allocated to intangible asset.
NOTE 4 - Other Developments
The assets acquired from Signature, were previously deployed to produce revenue
largely associated with initial membership fees. The Company intends to redeploy
these newly acquired assets to focus on revenue generated through product sales
and services. Management believes that this redeployment of assets may have a
material impact on the revenues generated by those acquired assets. Management
asserts that the redeployment of assets materially changes the use of those
assets and as a result may not deliver revenues and performance similar to those
prior to the asset acquisition. Management contends that the redeployment is
necessary to provide a more complementary service offering under the Company's
business model of financial services, and that such a planned shift in revenue
focus is necessary to deliver sustained success with the acquired assets.
Management further contends that while there remains uncertainty over the
ability to grow the Company's catalog shopping business through focused efforts
on product sales and service revenue, the impact of the acquired assets is
planned to deliver growing revenue to the Company and the catalog shopping
business.
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
PRO FORMA
FINANCIAL STATEMENTS
December 31, 2003
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Unaudited Proforma Balance Sheet
As of December 31, 2003
Trycera Adjusted
Financial, Inc. Signature Pro Forma Consolidated
(Registrant) Credit Corp. Adjustments Pro Forma
--------------- ------------ ----------- ------------
Assets
Current Assets
Cash $ -- $ 21,125 (21,125) $ -- (a)
Interest Receivable 360 -- 360
Note Receivable - Related Party 1,200 -- 1,200
Inventory -- 2,214 -- 2,214
--------------- ------------ ----------- ------------
Total Current Assets 1,560 23,339 (21,125) 3,774
--------------- ------------ ----------- ------------
Equipment, Net -- 9,593 -- 9,593
--------------- ------------ ----------- ------------
Other Assets
Acquired Signature Customers -- -- 200,693 200,693 (a)
--------------- ------------ ----------- ------------
Total Assets $ 1,560 $ 32,932 $ 179,568 $ 214,060
=============== ============ =========== ============
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 11,323 $ -- $ 11,323
Accrued Expenses -- 7,178 (7,178) -- (a)
Interest Payable 7,004 -- 7,004
Unearned Revenue -- 73,254 (73,254) -- (a)
Note Payable -- -- 100,000 100,000 (a)
Note Payable - Related Party 23,906 38,916 (38,916) 23,906 (a)
--------------- ------------ ----------- ------------
Total Current Liabilities 42,233 119,348 (19,348) 142,233
--------------- ------------ ----------- ------------
Stockholders' Equity
Common Stock, Authorized 100,000,000 Shares,
$.001 Par Value, 1,250,000 Shares
Issued and Outstanding 1,100 150 1,250 (a)
Common Stock, Authorized 10,000 Shares,
$1.00 Par Value, 2,000 Shares
Issued and Outstanding 2,000 (2,000) -- (a)
Additional Paid in Capital 9,900 -- 112,350 122,250 (a)
Deficit Accumulated in the Development Stage (51,673) (88,416) 88,416 (51,673)(a)
--------------- ------------ ----------- ------------
Total Stockholders Equity (40,673) (86,416) 198,916 71,827
--------------- ------------ ----------- ------------
Total Liabilities and Stockholders Equity $ 1,560 $ 32,932 $ 179,568 $ 214,060
--------------- ------------ ----------- ------------
(a) Pursuant to the "Asset Purchase Agreement" filed by the Registrant on form
8K on November 8, 2004, the Company agreed to pay to Signature Credit
Corporation cash of $90,000 with an additional $10,000 in cash due on the 61st
day after executing the agreement. The Company also agreed to issue 150,000
shares of common stock valued at $112,500. The total consideration given for the
asset purchase was $212,500. A reconciliation of the total consideration given
and the assets received is as follows:
Note Payable 100,000
Stock issued 112,500
Assets received:
Inventory (2,214)
Fixed assets, net (9,593)
Acquired Signature Customers (200,693)
---------
Total consideration over value of assets acquired $ --
=========
The entry that recorded the acquisition of the assets is as follows:
Accounts Receivable 7,725
Office Supplies & Equipment 24,775
Fixed Assets, net 75,000
Acquired Signature Customers 105,000
Common Stock - Trycera 150
Additional Paid-in-Capital 112,350
Cash 90,000
Note Payable 10,000
Also, as part of the agreement, the Company did not assume any liabilities of
Signature Credit Corporation, nor did they acquire the outstanding shares of
Signature. As reflected in the journal entry above, the liabilities, stock and
accumulated deficit of Signature Credit has been eliminated from the pro forma
financials.
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Unaudited Pro Forma Statement of Operations
For the Year Ended December 31, 2003
Trycera Adjusted
Financial, Inc. Signature Pro Forma Consolidated
(Registrant) Credit Corp. Adjustments Pro Forma
--------------- ------------ ----------- ------------
Revenues $ -- $ 522,203 $ 522,203
Cost of Sales -- 455,746 455,746
--------------- ------------ ----------- ------------
Gross Profit (Loss) -- 66,457 -- 66,457
--------------- ------------ ----------- ------------
Operating Expenses
Depreciation Expense -- 3,554 3,554
Salaries & Wages -- 49,936 49,936
Professional Fees -- 5,438 5,438
General & Administrative 10,602 63,302 73,904
--------------- ------------ ----------- ------------
Total Operating Expenses (10,602) (122,230) -- 132,832
--------------- ------------ ----------- ------------
Income (Loss) from Operations (10,602) (55,773) -- (66,375)
Other Income (Expense) (2,270) (600) (2,870)
--------------- ------------ ----------- ------------
Income (Loss) Before Income Taxes (12,872) (56,373) -- (69,245)
Income Tax Expense -- -- -- --
--------------- ------------ ----------- ------------
Net Income (Loss) $ (12,872) $ (56,373) $ -- $ (69,245)
--------------- ------------ ----------- ------------
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to Pro Forma Consolidated Financial Statements December 31, 2003
NOTE 1 - Summary of Transaction
On November 2, 2004, the Company entered into an Asset Purchase Agreement with
Signature Credit Corporation (Signature) to acquire certain specified assets of
Signature. Pursuant to the agreement, the Company paid cash of $90,000 with an
additional $10,000 in cash due on the 61st day after executing the agreement and
issued 150,000 shares of common stock valued at $112,500.
NOTE 2 - Management Assumptions
The pro forma balance sheet and statements of operations assumes that the assets
acquired and the Company were consolidated at the beginning of the period ended
September 30, 2004.
The pro forma balance sheet assumes the issuance of 150,000 shares of common
stock, the cash payment of $90,000, a note payable of $10,000 due on the 61st
day after executing the agreement and the acquisition of inventory and fixed
assets.
The pro forma statement of operations assumes that only the assets acquired
generated the revenues and expenses of Signature; therefore, the Company's
revenues and expenses as to the assets acquired have been combined with
Signature's at the beginning of the period ended September 30, 2004.
NOTE 3 - Purchase Price Allocation
On November 2, 2004 the Company paid $212,500 for the acquired assets of
Signature, by issuing 150,000 shares of common stock valued at $112,500 and
paying cash in the total amount of $100,000. Specifically, the Company paid
$112,500 for certain fixed assets including, a Signature Credit customized
software database system valued at $75,000, office equipment and supplies valued
at $24,775, five existing domain names valued at $5,000 and accounts receivable
valued at $7,725. The remainder of the consideration, $100,000, was paid to
acquire the existing Signature customer base information. Management believes
that future revenues generated from the existing customer base will exceed the
cost allocated to intangible asset.
NOTE 4 - Other Developments
The assets acquired from Signature, were previously deployed to produce revenue
largely associated with initial membership fees. The Company intends to redeploy
these newly acquired assets to focus on revenue generated through product sales
and services. Management believes that this redeployment of assets may have a
material impact on the revenues generated by those acquired assets. Management
asserts that the redeployment of assets materially changes the use of those
assets and as a result may not deliver revenues and performance similar to those
prior to the asset acquisition. Management contends that the redeployment is
necessary to provide a more complementary service offering under the Company's
business model of financial services, and that such a planned shift in revenue
focus is necessary to deliver sustained success with the acquired assets.
Management further contends that while there remains uncertainty over the
ability to grow the Company's catalog shopping business through focused efforts
on product sales and service revenue, the impact of the acquired assets is
planned to deliver growing revenue to the Company and the catalog shopping
business.