SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-3
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: May 20, 2005 By /s/ Matthew S. Kerper
Matthew S. Kerper, President
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
PROFORMA
FINANCIAL STATEMENTS
September 30, 2004
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Proforma Balance Sheet
September 30, 2004
Trycera Proforma
Financial, Inc. Signature Proforma Adjustments September 30,
(Registrant) Credit Corp. DR CR 2004
-------------- ----------- ---------- ---------- ------------
(unaudited) (unaudited)
Assets
Current Assets
Cash $ 967,180 46,307 (46,307){b} $ 967,180
Prepaid Expenses 14,759 - 7,725 {b} 22,484
Deposits 9,207 - 9,207
Inventory - 9,804 (9,804){b} -
--------- --------- ----------
Total Current Assets 991,146 56,111 998,871
--------- --------- ----------
Equipment, Net 4,838 7,628 75,000 {b} (7,628){b} 79,838
--------- --------- ----------
Other Assets
Intangible Assets - - 5,000 {b} 5,000
Acquired Signature Customers - - 100,000 {b} 100,000
--------- --------- ----------
Total Assets $ 995,984 $ 63,739 $ 1,183,709
========= ========= ==========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 790 $ - $ 790
Accrued Expenses 4,861 7,179 (7,179){b} 4,861
Interest Payable 7,726 - 7,726
Unearned Revenue - 52,607 (52,607){b} -
Note Payable - - 100,000 {b} 100,000
Convertible Debenture 200,000 - 200,000
--------- --------- ----------
Total Current Liabilities 213,377 59,786 313,377
--------- --------- ----------
Stockholders' Equity
Common Stock, Authorized 100,000,000 Shares,
$.001 Par Value, 5,631,234 Shares
Issued and Outstanding 5,481 150 {b} 5,631
Common Stock, Authorized 10,000 Shares,
$1.00 Par Value, 2,000 Shares
Issued and Outstanding - 2,000 (2,000){b} -
Additional Paid in Capital 1,222,532 - 87,575 {b} 1,310,107
Deficit Accumulated in the Development Stage (445,406) 1,953 (1,953){b} (445,406)
--------- --------- ----------
Total Stockholders Equity 782,607 3,954 870,332
--------- --------- ----------
Total Liabilities and Stockholders Equity $ 995,984 $ 63,739 $ 1,183,709
========= ========= ==========
{b} The adustments to the financial statements is a result of the
asset acquisition by Trycera Financial, Inc. (Registrant) of the
assets of Signature Credit Corp. The following journal entries
reflect this asset acquisition:
Accrued Expenses 7,179
Accounts Receivable 7,725
Equipment, net 67,372
Unearned Revenue 52,607
Common Stock - SCC 2,000
Accumulated Earnings - SCC 1,953
Intangible Assets 5,000
Acquired Signature Customers 100,000
Cash 46,307
Inventory 9,804
Common Stock - Trycera 150
Additional Paid-in-Capital 87,575
Notes Payable 100,000
------- -------
243,836 243,836
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. As reflected in the journal entry
above, the liabilities, stock and accumulated deficit of SCC has been
eliminated from the proforma financial statements.
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Proforma Statement of Operations
For January 1, 2004 through September 30, 2004
Trycera Proforma
Financial, Inc. Signature Proforma Adjustments September 30,
(Registrant) Credit Corp. DR CR 2004
-------------- ----------- ---------- ---------- ------------
(unaudited) (unaudited) (unaudited)
Revenues $ 15,114 $ 438,122 $ 453,236
Cost of Sales 37,998 266,576 304,574
--------- --------- ----------
Gross Profit (Loss) (22,884) 171,546 148,662
--------- --------- ----------
Operating Expenses
Depreciation Expense - 3,587 3,587
Salaries & Wages 118,228 42,876 161,104
Professional Fees 133,111 4,369 137,480
General & Administrative 111,528 28,544 140,072
--------- --------- ----------
Total Operating Expenses 362,867 79,376 442,243
--------- --------- ----------
Income (Loss) from Operations (385,751) 92,170 (293,581)
Other Income (Expense)
Interest Income 2,192 - 2,192
Interest Expense (7,726) - (7,726)
--------- --------- ----------
Total Other Income (Expense) (5,534) - (5,534)
--------- --------- ----------
Income (Loss) Before Income Taxes (391,285) 92,170 (299,115)
Income Tax Expense 2,446 800 3,246
--------- --------- ----------
Net Income (Loss) $ (393,731) $ 91,370 $ (302,361)
========= ========= ==========
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). 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 $27,000.
NOTE 2 - Management Assumptions
The pro forma balance sheet and statements of operations assumes
that the entities were together 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 proforma statement of operations assumes that the assets
acquired generated the revenues and expenses of Signature; therefore,
the Company's revenues and expenses 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 issued 150,000 shares of common
stock valued at $112,500 and paid cash in the amount of $100,000 for
the net assets of Signature Credit Corporation, valued at $212,500.
The Company paid $112,500 for the 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 existing accounts receivable valued at $7,725.
The remainder of the consideration, $100,000 was allocated to intangible
assets in the form of the existing Signature customer base. Management
believes that future revenues generated from the existing customer base
will exceed the cost allocated to intangible asset.
Trycera Financial, Inc.
(Formerly Whitelight Techologies, Inc.)
PROFORMA
FINANCIAL STATEMENTS
December 31, 2003
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Proforma Balance Sheet
December 31, 2003
Trycera Proforma
Financial, Inc. Signature Proforma Adjustments December 31,
(Registrant) Credit Corp. DR CR 2003
-------------- ----------- ---------- ---------- ------------
(unaudited) (unaudited)
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 3,774
--------- --------- ----------
Equipment, Net - 9,593 9,593
--------- --------- ----------
Other Assets
Acquired Signature Customers - - 200,693 {a} 200,693
--------- --------- ----------
Total Assets $ 1,560 $ 32,932 $ 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 {a} 100,000
Note Payable - Related Party 23,906 38,916 (38,916){a} 23,906
--------- --------- ----------
Total Current Liabilities 42,233 119,348 142,233
--------- --------- ----------
Stockholders' Equity
Common Stock, Authorized 100,000,000 Shares,
$.001 Par Value, 1,250,000 Shares
Issued and Outstanding 1,100 150 {a} 1,250
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 {a} 122,250
Deficit Accumulated in the Development Stage (51,673) (88,416) 88,416 {a} (51,673)
--------- --------- ----------
Total Stockholders Equity (40,673) (86,416) 71,827
--------- --------- ----------
Total Liabilities and Stockholders Equity $ 1,560 $ 32,932 $ 214,060
========= ========= ==========
{a} The adjustments to the financial statements is a result of the
asset acquisition by Trycera Financial, Inc. (Registrant) of the
assets of Signature Credit Corp. The following journal entries
reflect this asset acquisition:
Accrued Expenses 7,178
Unearned Revenue 73,254
Notes Payable - Related Party 38,916
Common Stock - SCC 2,000
Acquired Signature Customers 200,693
Cash 21,125
Accumulated Deficit - SCC 88,416
Common Stock - Trycera 150
Additional Paid-in-Capital 112,350
Notes Payable 100,000
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 SCC has been
eliminated from the proforma financial statements.
Trycera Financial, Inc.
(Formerly Whitelight Technologies, Inc.)
Proforma Statement of Operations
For January 1, 2003 through December 31, 2003
Trycera Proforma
Financial, Inc. Signature Proforma Adjustments December 31,
(Registrant) Credit Corp. DR CR 2003
-------------- ----------- ---------- ---------- ------------
(unaudited) (unaudited) (unaudited)
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). Pursuant to
the agreement, the Company is to pay 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 $27,000.
NOTE 2 - Management Assumptions
The pro forma balance sheet and statements of operations assumes
that the entities were together at the beginning of the period ended
December 31, 2003.
The pro forma balance sheet assumes the issuance of 150,000
shares of common stock, the execution of a note payable for the
$100,000 cash payment due and the acquisition of inventory and fixed
assets.
The proforma statement of operations assumes that the assets
acquired generated the revenues and expenses of Signature; therefore,
the Company's revenues and expenses have been combined with
Signature's at the beginning of the period ended December 31, 2003.
NOTE 3 - Purchase Price Allocation
On November 2, 2004 the Company issued 150,000 shares of common
stock valued at $112,500 and paid cash in the amount of $100,000 for
the net assets of Signature Credit Corporation, valued at $212,500.
The Company paid $112,500 for the 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 existing accounts receivable valued at $7,725.
The remainder of the consideration, $100,000 was allocated to intangible
assets in the form of the existing Signature customer base. Management
believes that future revenues generated from the existing customer base
will exceed the cost allocated to intangible asset.