SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 7, 2004
WHITELIGHT TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State of Other Jurisdiction of Incorporation)
000-30872 33-0910363
(Commission File Number) (IRS Employer Identification No.)
3857 Birch Street, Suite 606, Newport Beach, California 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (949) 644-0095
Item 1. Change in Control of Registrant
On May 7, 2004, Eric Chess Bronk, the president and sole director of
the Company, resigned in connection with the appointment of new management.
Also, Lynn Carlson resigned as vice-president. The number of directors was
increased to three persons and the following persons were appointed as
executive officers and directors of the Company:
Name Age Position(s)
---- --- -----------
Matthew S. Kerper 29 Director and President
Bryan W. Kenyon 32 Treasurer and CFO
Luan Dang 32 Director
Alan S. Knitowski 35 Director
Set forth below is certain biographical information of our new
executive officers and directors:
Matthew S. Kerper was, from April 2002 until May 2004, director of
wholesale distribution and director of reseller distribution for Next
Estate Communications, a leading
provider of prepaid MasterCard cards and stored value solutions. From
April 2000 until January 2002 he was vice-president of electronic commerce
for PayStar Corporation, a distributor of telecommunications and stored
value products. From January 2000 until December 2000 he was
vice-president of operations for PAIDCard, a company which developed a
prepaid credit card. In 1999 he was CEO of Gut Boyz, Inc. which was a
national distributor of causal apparel. Mr. Kerper received his Bachelor
of Science degree in business information systems from the University of
Phoenix in 1997. He received his MBA from Pepperdine University in 2001.
Bryan W. Kenyon was, from May 2002 until February 2004, director of
financial planning and analysis for Next Estate Communications, a leading
provider of prepaid MasterCard cards and stored value solutions. From
February 2000 until May 2002 he was employed by Fluor Corporation, a global
engineering, construction, and procurement organization, as finance manager
for government services, finance manager for global IT, and senior financial
analyst. From November 1998 until February 2000 he was employed by Baker
Tanks, a niche market equipment rental and tank organization, as manager
for business analysis. Mr. Kenyon received his Bachelor of Arts degree in
business administration and finance from California State University at
Fullerton in 1994. He received his MBA from Pepperdine University in 2001.
Luan Dang has been a director of engineering for Cisco Systems since
November 2000. From February 1999 until November 2000 he was employed by
Vovida Networks, a software development firm for VoIP, as CTO and senior
vice-president. Mr. Dang received his Bachelor of Science degree in
computer science from the University of California at San Diego in 1992.
He received his Masters of Science degree in computer science from Stanford
University in 1996.
Alan S. Knitowski is a Manager of Trymetris Capital Management, LLC,
the manager of Trymetris Capital Fund I, LLC, a fund whose investment focus
is on emerging technology business in the Internet, e-commerce,
telecommunications and other technology sectors facing interim and often
unanticipated funding requirements, particularly for amounts under
$1,000,000. He has been the chairman of the board of Caneum, Inc., a
reporting company, since June 11, 2003. Since November 2000 he has been
involved in a number of companies in a number of ongoing capacities
including: advisory board member of IntEnt Media Ventures, board member of
Zentronix Pty Limited (Australia) and angel investor in privately held
technology, media, biotechnology and energy companies. From August 2000 to
July 2003 Mr. Knitowski was co-founder and board member of Telverse
Communications, a next-generation advanced services ASP focused on
wholesale communications services for carriers, service providers and
value-added resellers, which was acquired by Level 3 Communications. From
November 2000 to March 2003 Mr. Knitowski was Director of Marketing for the
Voice Technology Group at Cisco Systems and was responsible for business,
market and community development, including business planning and strategy
for Cisco's global packet voice initiatives. In November 2000, Mr.
Knitowski joined Cisco as part of the Vovida Networks acquisition, where he
served as founder, President and CEO and led the company from idea
conception in February 1999 through its eventual acquisition by Cisco.
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From December 2000 to October 2002 Mr. Knitowski was an investor and
board member of vCIS, a proactive software behavior analysis and anti-virus
security company, and helped negotiate and structure its acquisition by
Internet Security Systems. Additionally, from April 1999 to October 2002
he was a founding board member of both the Open Multimedia Protocol
Alliance and the International Softswitch Consortium, which were
subsequently merged and scaled to nearly 200 companies prior to renaming
itself to become the International Packet Communications Consortium in
2003. During his tenure at the consortium, Mr. Knitowski served as its
Vice Chairman, Co-Chair of its Government Liaison Working Group and one of
its external evangelists.
Previously, Mr. Knitowski worked in various operational, line
management and consulting roles with The Results Group, from June 1998 to
February 1999; Nortel Networks, from August 1996 to June 1998;
Hewlett-Packard, from May 1991 to September 1991; and the United States
Army, from September 1991 to August 1996, where he served as an Airborne,
Air Assault and Ranger qualified Captain in the Corps of Engineers both
domestically and abroad. Mr. Knitowski received his Bachelor of Science
degree in industrial engineering in 1991 from the University of Miami. He
received his Master of Science degree in industrial engineering in 1992
from the Georgia Institute of Technology, and his MBA in 1999 from the Haas
School of Business at the University of California at Berkeley. He has
delivered and moderated general and executive sessions at various events
and conferences within the communications industry and has appeared on both
radio and television to discuss next-generation networking and packet
voice.
The Board of Directors is negotiating employment contracts with
Mr. Kerper and Mr. Kenyon, but no agreements have yet been entered into.
In connection with the change of control, the Board of Directors, and
the shareholders, approved a one-for-two reverse split of the outstanding
shares of common stock. At the time of the change of management, the
Company issued the following post-reverse split shares of its common stock:
* 410,000 shares were issued to Mr. Bronk for past services as the
president and sole director of the Company;
* 140,000 shares were issued to Jason Daggett for his acceptance as the
initial member of the advisory board for the Board of Directors;
* 100,000 shares were issued in connection with the borrowing of
$200,000 from Trymetris Capital Fund I, LLC; and
* 2,600,000 shares were issued to new management for accepting positions
as officers and/or directors of the Company.
As a result of the foregoing stock issuances, and giving effect to the
one-for-two reverse stock split, the Company has 3,800,000 shares
outstanding. The following table sets forth as of May 11, 2004, the number
of shares owned by our new officers and directors and our executive
officers and directors as a group:
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Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (1) Percent of Class
------------------- ----------------- ----------------
Matthew S. Kerper 1,000,000 26.3%
170 Newport Center Drive
Suite 210
Newport Beach, CA 92660
Bryan W. Kenyon 600,000(2) 15.8%
170 Newport Center Drive
Suite 210
Newport Beach, CA 92660
Luan Dang 500,000 13.2%
1967 Port Provence Pl.
Newport Beach, CA 92660
Alan S. Knitowski 500,000 13.2%
52 Timor Sea
Newport Coast, CA 92657
Executive Officers and 2,600,000 68.4%
Directors as a Group
(4 Persons)
___________
(1) Unless otherwise indicated, this column reflects amounts as to
which the beneficial owner has sole voting power and sole investment
power.
(2) These shares are held in a family trust.
Item 5. Other Events
On May 4, 2004, the Board of Directors authorized a name change to
"Trycera Financial, Inc." and a class of preferred stock authorizing
20,000,000 shares. The Board of Directors also authorized a reverse stock
split at the rate of one share for each two shares outstanding. It also
authorized a 2004 Stock Option/Stock Issuance Plan in which 5,000,000
shares are authorized. Shareholders owning a majority of the outstanding
shares approved these actions by the Board of Directors. Each of the
actions will be effective twenty days following the mailing of an
information statement to the shareholders, which mailing is expected to
occur within the next ten days.
In May 2004 the Board of Directors authorized the borrowing of
$200,000 from Trymetris Capital Fund I, LLC pursuant to a debenture and the
issuance of 100,000 shares to the fund in consideration of the loaned
funds. Funding is expected to be completed in May 2004. Alan Knitowski,
one of our directors, is the manager of Trymetris Capital Management, LLC,
the manager of the fund. The Debenture is due and payable on or before
November 12, 2004,
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and is convertible into common stock of the Company at the rate of $.75 per
share. The Company has also granted piggyback and demand registration
rights for any shares issued upon conversion. Eric Chess Bronk, a 5%
shareholder, is a non-managing member of the manager of the fund.
In May 2004 the Board of Directors established an advisory board to
assist management in its business goals. Jason Daggett was appointed to
the advisory board as its initial member. As compensation to him for
accepting this appointment, the Company issued 140,000 shares to him.
In May 2004 the Board of Directors entered into a consulting agreement
with Cygni Capital LLC and Ecewa Capital LLC whereby these parties have
agreed to provide advice and consultation to management regarding general
business and corporate finance issues and planning. Mr. Bronk, a
shareholder and former officer and director of our company, is a managing
member of Cygni Capital LLC. Mr. Daggett, the initial member of our
advisory committee, is also a member of Cygni. Mr. Knitowski, one of our
directors, is the member and owner of Ecewa Capital LLC. The one-year
consulting agreement is automatically renewable for an additional six month
term unless terminated at least 30 days prior to expiration, and may be
terminated during the extended term by either party upon 30 days' notice.
We have agreed to pay a consulting fee of $10,000 per month during the term
of the agreement and, during the initial term, a finder's fee equal to 8%
of any transaction plus five-year warrants to purchase shares equal to 8%
of the securities subject to the transaction.
Item 7. Exhibits.
The following exhibits are included as part of this report:
Exhibit
No. Description of Exhibit Location
------- ---------------------- --------
4.2 2004 Stock Option/Stock Issuance Plan Attached
10.5 Debenture for $200,000 with Trymetris Capital Attached
Fund I, LLC
10.6 Consulting Agreement dated May 10, 2004, with Cygni Attached
Capital LLC and Ecewa Capital, LLC
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.
Whitelight Technologies, Inc.
Date: May 12, 2004 By: /s/ Matthew S. Kerper
Matthew S. Kerper, President
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