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 March 31, 2004
[ ] 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
WHITELIGHT TECHNOLOGIES, 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
3857 BIRCH STREET, #606, NEWPORT BEACH, CA 92660
Address of principal executive offices Zip Code
Issuer's telephone number, including area code: (949) 644-0095
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 fling requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At May 7, 2004, there were
1,100,000 shares of the Registrant's Common Stock outstanding.
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 March 31, 2004, and the results of its
operations and changes in its financial position from May 10, 2000, through
March 31, 2004, 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,
2003.
2
Whitelight Technologies, Inc.
(A Development Stage Company)
Balance Sheets
March December
31, 2004 31, 2003
----------- -----------
(Unaudited)
Assets
Current Assets
Interest Receivable $ 390 $ 360
Note Receivable - Related Party 1,200 1,200
---------- ----------
Total Assets $ 1,590 $ 1,560
========== ==========
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ 13,839 $ 11,323
Interest Payable 7,705 7,004
Note Payable - Related Party 28,026 23,906
---------- ----------
Total Current Liabilities 49,570 42,233
Stockholders' Equity
Common Stock, 100,000,000 Shares
Authorized at $.001 Par Value;
1,100,000 Shares Issued and Outstanding 1,100 1,100
Additional Paid In Capital 9,900 9,900
Deficit Accumulated in the Development Stage (58,980) (51,673)
---------- ----------
Total Stockholders' Equity (47,980) (40,673)
---------- ----------
Total Liabilities & Stockholders' Equity $ (1,590) $ 1,560
========== ==========
See accompanying notes to financial statements.
3
Whitelight Technologies, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Period
May 10, 2000
For the Three Months Ended (Inception)
March March to March
31, 2004 31, 2003 31, 2004
---------- ---------- ----------
Revenues $ - $ - $ -
--------- --------- ---------
Expenses
General & Administrative 6,635 - 51,665
--------- --------- ---------
Total Expenses 6,635 - 51,665
--------- --------- ---------
Income (Loss) from Operations 6,635 - (51,665)
Other Income (Expenses)
Interest Expense (701) (436) (7,705)
Interest Income 30 30 390
--------- --------- ---------
Total Other Income (Expenses) (671) (406) (7,315)
--------- --------- ---------
Income (Loss) Before Taxes (7,306) (406) (58,980)
Taxes - - -
--------- --------- ---------
Net Income (Loss) $ (7,306) $ (406) $ (58,980)
========= ========= =========
Loss Per Common Share $ (0.01) $ (0.00)
Weighted Average
Outstanding Shares 1,100,000 1,100,000
See accompanying notes to financial statements.
4
Whitelight Technologies, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the Period
May 10, 2000
For the Three Months Ended (Inception)
March March to March
31, 2004 31, 2003 31, 2004
---------- ---------- ----------
Cash Flows from Operating Activities
Net Income (Loss) $ (7,306) $ (406) $ (58,980)
Adjustments to Reconcile Net Loss
to Net Cash;
(Increase) in Accounts/Interest Receivable (30) (30) (390)
Increase in Accounts/ Interest Payable 7,336 436 49,570
Expenses Paid by Stock Issuance - - 5,600
--------- --------- ---------
Net Cash Provided (Used) by
Operating Activities - - (4,200)
Cash Flows from Investing Activities
Proceeds from Related Party Note - - (1,200)
--------- --------- ---------
Net Cash Provided (Used) by
Investing Activities - - (1,200)
Cash Flows from Financing Activities
Issuance of Common Stock for Cash - - 5,400
Issuance of Note Payable for Cash - - -
--------- --------- ---------
Net Cash Provided (Used) by
Financing Activities - - 5,400
--------- --------- ---------
Increase (Decrease) in Cash - - -
Cash, Beginning of Period - - -
--------- --------- ---------
Cash, End of Period $ - $ - $ -
========= ========= =========
Supplemental Cash Flow Information
--------- --------- ---------
Interest $ - $ - $ -
Income Taxes - - -
See accompanying notes to financial statements.
5
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2004
NOTE 1 - CORPORATE HISTORY
Whitelight Technologies, Inc. (the "Company") was incorporated in Nevada
on May 10, 2000, for the purpose of seeking and consummating a merger or
acquisition with a business entity organized as a private corporation,
partnership, or sole proprietorship.
The Company has yet to fully develop any material income from its stated
primary objective and it is classified as a development stage company.
All income, expenses, cash flows and stock transactions are reported
since the beginning of development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less to be cash
equivalents.
Earnings (Loss) Per Share - The computation of earnings per share of
common stock is based on the weighted average number of shares
outstanding at the date of the financial statements.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the
reporting period. In these financial statements, assets, liabilities
and earnings involve extensive reliance on management's estimates.
Actual results could differ from those estimates.
NOTE 3 - INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 2000
and has applied the provisions of the statement to the current year
which resulted in no significant adjustment.
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement
recognizes (a) the amount of taxes payable or refundable for the current
year and (b) deferred tax liabilities and assets for future tax
consequences of events that have been recognized in the financial
statements or tax returns.
6
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2004
NOTE 3 - INCOME TAXES continued
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at March 31, 2004 and
earlier periods; accordingly, no deferred tax liabilities have been
recognized for all years.
The Company has cumulative net operating loss carryforwards of $58,980
at March 31, 2004. No effect has been shown in the financial statements
for the net operating loss carryforwards as the likelihood of future tax
benefit from such net operating loss carryforwards is not presently
determinable. Accordingly, the potential tax benefits of the net
operating loss carryforwards, estimated based upon current tax rates at
March 31, 2004 have been offset by valuation reserves in the same
amount. The net operating losses begin to expire in 2019.
NOTE 4 - NOTE RECEIVABLE RELATED PARTY
During 2001, the Company loaned $1,200 to a corporation whose president
is a shareholder of the Company. The receivable is unsecured and bears
interest at the rate of 10% per annum. The note receivable is due on
demand. As of March 31, 2004, the total accrued interest receivable
amount totaled $390.
NOTE 5 - NOTE PAYABLE RELATED PARTY
The Company has issued several promissory notes to various corporations whose
officer(s) are shareholders of the Company. The notes are unsecured, bear an
interest rate of 10% per annum and are due and payable on demand. At March 31,
2004, the accrued interest associated with the various notes was $7,705.
March 31, December 31,
The Company has the following note payable obligations: 2004 2003
-------- --------
Related party notes payable due on demand
accruing interest at a rate of 10% per annum $ 28,026 $ 23,906
------- -------
Totals $ 28,026 $ 23,906
Less Current Maturities (28,026) (23,906)
------- -------
Total Long-Term Notes Payable $ - $ -
======= =======
7
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2004
NOTE 5 - NOTE PAYABLE RELATED PARTY continued
Following are maturities of long-term debt for each of the next five
years:
Year Amount
------ --------
2004 $ 28,026
2005 -
2006 -
2007 -
Thereafter -
-------
Total $ 28,026
=======
NOTE 6 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company is a development stage company. Since its inception, the
Company has had no operations. The Company was organized for the purpose
of engaging in any lawful activity permitted under Nevada state law;
however, the Company does not have any significant cash or other material
assets, nor does it have an established source of revenues sufficient to
cover operating costs and to allow it to continue as a going concern. The
Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity. The board of directors
will make the final approval in determining whether to complete any
acquisition, but will submit the proposal to the shareholders for final
approval.
The original shareholders contributed a total of $5,400 in cash and
$5,600 in services as capital contributions for stock of the Company.
Since inception the Company has borrowed funds from corporations related to
the Company for operating expenses.
Management estimates that the cash requirements for the year ending
December 31, 2004, will be approximately $9,000, if no change in operations
occurs during the year. Management anticipates that any additional needed
funds will be loaned to the Company on the same or similar terms as those
of other loans to the Company. There is no agreement with any of the
companies and no assurance that all or a portion of these funds will be
loaned to the Company. If the Company is unable to borrow such funds,
management will seek other sources of funding which are currently unknown
to management. There is no assurance that such funding would be available,
or that if it is made available, it could be obtained on terms favorable to
the Company.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management time
and attention and will require the Company to incur costs for payment of
accountants, attorneys, and others. If a decision is made not to
participate in or complete the acquisition of a specific business
opportunity, the costs incurred in a related investigation will not be
recoverable. Further, even if an agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result
in the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources
that will be necessary to locate and acquire or merge with a business
prospect. There is no assurance that the Company will be able to acquire
an interest in any such prospects, products, or opportunities that may
exist or that any activity of the Company, regardless of the completion of
any transaction, will be profitable. If and when the Company locates a
business opportunity, management of the Company will give consideration to
the dollar amount of that entity's profitable operations and the adequacy
of its working capital in determining the terms and conditions under which
the Company would consummate such an acquisition. Potential business
opportunities, no matter which form they may
9
take, will most likely result in substantial dilution for the Company's
shareholders due to the likely issuance of stock to acquire such an
opportunity.
Off-Balance Sheet Arrangements
Management does not believe the company has any off-balance sheet
arrangements that have, or are reasonable likely to have, a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures, or capital resources which would be material to investors.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of disclosure and controls and procedure
With the participation of management the Company's chief executive
officer and chief financial officer have evaluated the effectiveness of the
design and operation of the Company's 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 the Company's disclosure
controls and procedures are designed to ensure that information required to
be disclosed by the Company in the reports that it files or submits 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.
Changes in internal controls
There were no changes in the Company's internal control over financial
reporting that have materially affected, or are reasonably likely to
materially affect, the Company's 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 5. OTHER INFORMATION
On May 13, 2004, the Company filed a Current Report on Form 8-K to
disclose a change of control under Item 1. On May 7, 2004, Eric Chess
Bronk, the president and sole director of
10
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 Matthew S. Kerper was appointed a director
and the President, Bryan W. Kenyon was appointed Treasurer and CFO, Luan
Dang was appointed a director, and Alan S. Knitowski was appointed a director.
We also created an advisory board and appointed Jason Daggett as the initial
member of that board.
In connection with the change of control, the Board of Directors, and
the shareholders, approved a one-for-two reverse split of the 1,100,000
outstanding shares of common stock which will be effective twenty days
following the mailing of an information statement to the shareholders. 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.
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. It also authorized a 2004 Stock Option/Stock Issuance
Plan in which 5,000,000 shares are authorized. Each of the actions will be
effective twenty days following the mailing of an information statement to
the shareholders.
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, 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 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 the Company, is a managing
member of Cygni Capital LLC. Mr. Daggett, the initial member of the
Company's advisory committee, is also a member of Cygni. Mr. Knitowski, a
director of the Company, is the member and owner of Ecewa Capital LLC. The
one-year consulting agreement is
11
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. The Company has 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.
Copies of the Debenture, the 2004 Stock Option/Stock Issuance Plan,
and the consulting agreement with Cygni Capital were filed as exhibits to
the Form 8-K filed with the SEC on May 13, 2004.
On May 13, 2004, the Company filed a preliminary information statement
reflecting approval by shareholders owning a majority of the outstanding
shares of the corporate name change, the authorization of the class of
preferred stock, the 2004 Stock Option/Stock Issuance Plan, and the
one-for-two reverse split of the outstanding shares of stock, excluding the
shares issued above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
31.1 Rule 13a-14(a) Certification by Principal Executive Officer
31.2 Rule 13a-14(a) Certification by Principal Financial Officer
32.1 Section 1350 Certification of Principal Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
(b) Reports on Form 8-K: A report on Form 8-K dated February 10,
2004, was filed on February 24, 2004, reporting that although the Company
had not changed the firm that performs its audits, because of a merger of
operations the name of the firm changed from Bierwolf, Nilson & Associates
to Chisholm, Bierwolf & Nilson, LLC.
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.
Whitelight Technologies, Inc.
Date: May 17, 2004 By: /s/ Matthew S. Kerper
Matthew S. Kerper, President
Date: May 17, 2004 By: /s/ Bryan Kenyon
Bryan Kenyon, Treasurer and CFO
12