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, 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 [ ]
State the number of shares outstanding of each of the Issuer's classes
of common equity as of the latest practicable date: At May 12, 2005,
there were 6,269,802 shares of the Registrant's Common Stock
outstanding.
Table of Contents
Page
PART I 3
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 9
ITEM 3. CONTROLS AND PROCEDURES 11
PART II 12
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES 12
ITEM 5. OTHER ITEMS 13
ITEM 6. EXHIBITS 13
SIGNATURES 14
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, 2005, and the
results of its operations and changes in its financial position from
May 10, 2000, through March 31, 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
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Balance Sheets
March December
31, 2005 31, 2004
----------- -----------
Assets
Current Assets
Cash $ 706,367 $ 974,658
Accounts Receivable 13,062 22,905
Prepaid Expenses 12,409 13,305
Employee Advances 1,783 -
Client Reserves 5,000 -
---------- ----------
Total Current Assets 738,621 1,010,868
Property & Equipment, Net 7,431 8,608
---------- ----------
Other Assets
Deposits 9,207 9,207
Intangible Assets, net 123,500 117,751
---------- ----------
Total Other Assets 132,707 126,957
---------- ----------
Total Assets $ 878,759 $ 1,146,433
========== ==========
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ 37,395 $ 32,331
Accounts Payable - Related Party - 4,090
Accrued Expenses 11,691 8,782
Line of Credit 19,431 20,000
Portfolio Reserves 15,000 -
Deferred Revenue 41,488 71,918
Deferred Revenue Refund Reserve 1,828 -
---------- ----------
Total Current Liabilities 126,833 137,121
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; 6,307,302 and 6,307,302 Shares
Issued and Outstanding, Respectively 6,307 6,307
Additional Paid In Capital 1,891,057 1,891,057
Accumulated Deficit (1,145,438) (888,052)
---------- ----------
Total Stockholders' Equity 751,926 (1,009,312)
---------- ----------
Total Liabilities & Stockholders' Equity $ 878,759 $ 1,146,433
========== ==========
The accompanying notes are an integral part of the financial statements.
4
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Statements of Operations
For the Three Months Ended
March March
31, 2005 31, 2004
----------- -----------
Revenues
Catalog Shopping $ 50,998 -
Stored Value 15,463
---------- ----------
66,461 -
Cost of Sales 41,362 -
---------- ----------
Gross Profit 25,099 -
Expenses
Depreciation (1,759) -
Sales and Marketing 17,864 -
Technology Costs 5,776 -
Salaries and Wages 135,799 -
Professional Fees 80,297 -
General & Administrative 44,231 6,635
---------- ----------
Total Expenses 282,208 6,635
---------- ----------
Income (Loss) from Operations (257,109) (6,635)
---------- ----------
Other Income (Expenses)
Interest Income 95 30
Interest Expense (372) (701)
---------- ----------
Total Other Income (Expenses) (277) (671)
---------- ----------
Income (Loss) Before Taxes (257,386) (7,306)
Taxes - -
---------- ----------
Net Income (Loss) $ (257,386) $ (7,306)
========== ==========
Loss Per Common Share $ (.04) $ (.01)
Weighted Average Outstanding Shares,
Retroactively Restated 6,307,802 550,000
The accompanying notes are an integral part of the financial statements.
5
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Statements of Cash Flows
For the Three Months Ended
March March
31, 2005 31, 2004
----------- -----------
Cash Flows from Operating Activities
Net Income (Loss) $ (257,386) $ (7,306)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Depreciation and Amortization (1,759) -
Change in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable 9,843 -
(Increase) Decrease in Interest Receivable - (30)
(Increase) Decrease in Employee Advances (1,783) -
(Increase) Decrease in Prepaid Expenses 895 -
(Increase) Decrease in Client Reserves (5,000) -
Increase (Decrease) in Accounts Payable 974 7,336
Increase (Decrease) in Portfolio Reserves 15,000 -
Increase (Decrease) in Deferred Revenue Refund Reserve 1,828 -
Increase (Decrease) in Accrued Expenses 2,908 -
Increase (Decrease) in Deferred Revenue (30,429) -
---------- ----------
Net Cash Provided (Used) by Operating Activities (264,910) -
Cash Flows from Investing Activities
Acquisition of Property & Equipment (2,813) -
---------- ----------
Net Cash Provided (Used) by Investing Activities (2,813) -
Cash Flows from Financing Activities
Payments on Line of Credit (569) -
---------- ----------
Net Cash Provided (Used) by Financing Activities (569) -
---------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents (268,291) -
Cash and Cash Equivalents at Beginning of Period 974,658 -
---------- ----------
Cash and Cash Equivalents at End of Period $ 706,367 $ -
========== ==========
Cash Paid for:
Interest $ 372 $ 701
Income Taxes - -
The accompanying notes are an integral part of the financial statements.
6
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to the Financial Statements
March 31, 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
March 31, 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.
March 31, December 31,
2005 2004
---------- ----------
Basic Earnings per share:
Income (Loss) (numerator) $ (257,386) $ (836,378)
Shares (denominator) 6,307,302 3,727,866
--------- ---------
Per Share Amount $ (.04) $ (.22)
Fully diluted Earnings per share:
Income (Loss) (numerator) $ (257,386) $ (836,378)
Shares (denominator) 6,307,302 3,727,866
--------- ---------
Per Share Amount $ (.04) $ (.22)
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
7
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Notes to the Financial Statements
March 31, 2005
NOTE 2 - STOCK OPTION PLAN (continued)
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 fifteen month
period ending March 31, 2005:
2004 Stock Plan
-------------------
Weighted
Average
Amount of Exercise
Shares Price
--------- --------
Outstanding at January 1, 2005 2,681,250 $ .56
Options Granted 60,000 .75
Options Exercised - -
Options Canceled - -
--------- -------
Options Outstanding at March 31, 2005 2,741,250 $ .56
========= =======
Options Exercisable at March 31, 2005 627,500 $ .26
The Company, in accordance with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", $0 and
$2,687 was recognized for the period ended March 31, 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:
December 31, 2004
-----------------
Five Year Risk Free Interest Rate 4.17%
Dividend Yield 0%
Volatility .001%
Average Expected Term (Years to Exercise) 5
Management would like to confirm an intention to use an appropriate volatility
in the future, which is likely to be higher tht the historical basis.
Employee stock options outstanding and exercisable under this
plan as of March 31, 2005 are:
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 4.25 602,500 $ .26
$0.75 485,000 $ .15 4.25 25,000 $ .15
8
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. We have a pending
registration of certain previously issued shares.
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 March 31, 2005.
Results of Operations
During the second quarter ending March 31, 2005, we generated
revenues of $66,460 and incurred operating expenses of $282,207, which
excludes a cost of goods of $41,362. Since operations commenced in
May 2004, there is no comparable data for the same period in the prior
year. Management has not yet determined the amount of revenues and
expenses estimated for the remainder of 2005, but anticipates that
they will increase progressively based upon the expansion of
operations during the first quarter of 2005.
Liquidity and Capital Resources
A primary source of operating capital for the quarter ended March 31,
2005, was from the sale of stock. The sale of stock was related
to the offering closed in the fourth quarter of 2004, which offered up
to 2,000,000 shares of our common stock at $.75 per share to investors
for maximum gross proceeds of $1,500,000.
The second principal source of our operating capital for the
quarter was furnished through the issuance of a convertible debenture
and the receipt of $200,000 for the debenture. This six-month 10%
convertible debenture was issued on May 12, 2004, upon receipt of the
$200,000. The debenture was converted for stock on December 15, 2004
at the rate of $0.75 per share. The conversion included $11,726 of
interest, for a total of $211,726, which converted to 282,302 shares
of stock. Likewise, neither the debenture nor the shares issuable
upon conversion of the debenture, have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
9
As of March 31, 2005, cash totaled $706,367 as compared with
$974,658 of cash at December 31, 2004, resulting in a decrease of
$268,291 in cash and cash equivalents for the quarter ended March 31,
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 first quarter we used
$260,754 cash in operations. There were no comparable operations or
financing activities for the same period last year.
Working capital was $620,995 at March 31, 2005, as compared with
working capital of $882,953 at December 31, 2004. 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 first quarter 2005 to support the growth of the
business. Management believes that with funds from the 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 2005. Our monthly cash
requirements are currently $74,900 per month as we continue to expand
headcount and operations. Management estimates that future monthly
cash requirements will rise to approximately $82,000. 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 stock offering, we do
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 March 31, 2005, we did not engage in any
off-balance sheet arrangements.
10
Stock-Based Compensation
We account for employee stock-based compensation under the
"intrinsic value" method prescribed in Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"),
as opposed to the "fair value" method prescribed by Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("SFAS 123"). Pursuant to the provisions of APB 25, we
generally do not record an expense for the value of stock-based awards
granted to employees. If proposals currently under consideration by
various accounting standard organizations are adopted, such as the
Financial Accounting Standards Board Proposed Statement of Financial
Accounting Standard, "Share-Based Payment, an amendment of FASB
Statements No. 123 and 95," we may be required to treat the value of
stock-based awards granted to employees as compensation expense in the
future, which could have a material adverse effect on our reported
operating results and could negatively affect the price of our common
stock. If these proposals are adopted, we could decide to reduce the
number of stock-based awards granted to employees in the future, which
could adversely impact our ability to attract qualified candidates or
retain existing employees without increasing their cash compensation
and, therefore, have material adverse effect on our business, results
of operations and financial condition.
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
11
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.
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 March 31, 2005, the following securities
were sold by Trycera without registering the securities under the
Securities Act, except as otherwise previously reported:
* On February 15, 2005, we granted a total of 60,000 options to
Alex McClure. These five-year options were granted under our
2004 Stock Option/Stock Issuance Plan. The options are
exercisable at $.75 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(6)
and/or Section 4(2) thereof, and Rule 506 promulgated thereunder,
as a transaction by an issuer not involving any public offering.
Mr. McClure acknowledged he had access to the books and records,
including filings made by us with the SEC. Mr. McClure 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.
12
ITEM 5. OTHER ITEMS
Pursuant to the terms of the Asset Purchase Agreement between
Signature Credit Corporation and the Company, on May 2, 2005, we
issued 75,000 shares of common stock to Dave Margolin. The 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. Mr. Margolin delivered appropriate
investment representations with respect to the issuance and consented
to the imposition of restrictive legends upon the certificate. 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.
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
13
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: May 16, 2005 By: /s/ Matthew S. Kerper
Matthew S. Kerper, President
(Principal Executive Officer)
Date: May 16, 2005 By: /s/ Bryan Kenyon
Bryan Kenyon, Treasurer and
Chief Financial Officer
14