**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington
DC 20549**
 ****
 **FORM
10 KSB**
  (Mark
One)
  x
    ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the fiscal year ended**December
      31, 2003**
  o
    TRANSITIONAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the transitional period from _________
to___________
  Commission
File Number 1-12992
  **WHITE
KNIGHT SST, INC.**
 *formerly
NuMed Home Health Care, Inc.*
 (Name of
Small Business Issuer in its charter)
  **Florida**
      State
      of or otherjurisdiction of
      incorporation
      or organization
    **34-1711764**
      I.R.S.
      Employer Identification No.
 ****
 **12409
Telecom Drive, Tampa, Florida 33637**
 (Address
of principal executive offices) (Zip Code)
  Issuer
Telephone Number: **813-979-9222**
  Securities
registered under Section 12(g) of the Exchange Act
  Title
      of each class
    
    
    Name
      of Exchange on which registeredCommon
    
    
    None
 
 _____Check
whether the Issuer (i) has filed all reports required to be filed by Section 13
or 15d of the Exchange Act during the past twelve months (or for such shorter
period that the registrant was required to file such reports), and; (ii) and has
been subject to such filing requirements for the past 90 days. Yes o No x
  _____Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and if no disclosure will be contained,
to the best of the Company's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o
  Revenues
for the fiscal year ended December 31, 2002 totaled $0 and for fiscal year ended
December 31, 2003 totaled $750,000
 
 As of
February 28, 2005, the aggregate market value of the voting stock held by
non-affiliates of the registrant (based upon the average of the closing bid and
asked prices on such date) was approximately $363,310.
  **(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS INT HE PAST FIVE YEARS)**
  **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchane Act after the distribution of securiteis
under a plan confirmed by a court. Yes o No o
  **(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)**
  As of
February 28, 2005, the registrant had outstanding 450,128,845 shares of $.001
par value common stock
  **DOCUMENTS
INCORPORATED BY REFERENCE**
  None.
  Transitional
Small Business Disclosure format (check one) Yes o No x
  2
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  **White
Knight SST, Inc.**
 **Form
10KSB for the year ended December 31, 2003**
 **Table
of Contents**
  **Part
I**
  Item
      1
    Description
      of Business
    **4**Recent
      Developments
    **4**Constituent
      Companies
    **5**Item
      2
    Description
      of Properties
    **6**Item
      3
    Legal
      Proceedings
    **6**Item
      4
    Submission
      of Matters to a Vote of the Security Holders
    **6**
 ****
 **Part
II**
  Item
      5
    Market
      for Common Equity and Related Stockholder Matters
    **6**Item
      6
    Management's
      Discussion and Analysis of Plan of Operation
    **8**Risk
      Factors
    **9**Item
      7
    Financial
      Statements
    **11**Report
      of Independent Registered Public Accounting Firm
    **11**Balance
      Sheets
    **12**Statement
      of Operations
    **13**Statement
      of Cash Flows
    **14**Statement
      of Changes in Stockholders' Equity
    **15**Notes
      to Financial Statements
    **16**Item
      8
    Change
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
    **20**Item
      8A
    Controls
      and Procedures
    **20**
 ****
 **Part
III**
  Item
      9
    Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act
    **21**Item
      10
    Executive
      Compensation
    **22**Item
      11
    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
    **22**Item
      12
    Certain
      Relationships and Related Transactions
    **23**Item
      13
    Exhibits
      and Reports on Form 8-K
    **23**Item
      14
    Principal
      Accounting Fees and Services
    **23**Signatures
    **24**
 ****
 3
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  PART I
 
 The
information set forth in this Report on Form 10-KSB contains "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended
("the Act"). The words "believes," "anticipates," "plans," "expects," "intends,"
"estimates," and similar expressions are intended to identify forward-looking
statements. In addition, any statements concerning future financial performance,
ongoing business strategies or prospects, and possible future Company actions,
which may be provided by management, are also forward-looking statements as
defined by the Act. Such forward-looking statements involve known and unknown
risks, uncertainties, and other factors, which may cause actual results,
performance, or achievements of the Company to materially differ from any future
results, performance, or achievements expressed or implied by such
forward-looking statements and to vary significantly from reporting period to
reporting period. Actual results may materially differ from those projected in
the forward looking statements as a result of certain risks and uncertainties
set forth in this report.  Although management believes that the
assumptions made and expectations reflected in the forward looking statements
are reasonable, there is no assurance that the underlying assumptions will, in
fact, prove to be correct or that actual future results will not be different
from the expectations expressed in this report. The Company has no specific
intention to update these statements.
  **Item
1 -** ***Description
of Our Business***
  White
Knight SST, Inc., (formerly NuMed Home Health Care, Inc.) and subsidiaries
("White Knight" the "Company", "us", "we"), a Florida corporation, is a
transitional management and finance company engaged by distressed public and
private entities in need of reconstruction.  We seek engagements wherein we
become majority or large minority owners.  We develop and expand our client
equity position through management, finance and board
representation.
  We
believe our approach differentiates us from competitors in that we are
operators, not passive investors; we do not invest in equities but rather we
derive our revenues in the form of common stock or instruments convertible into
common stock of our client companies.  We evaluate the core competencies
and then operate our client companies either as majority equity owners or
debtors-in-possession in Chapter 11 reorganizations. Following the
re-engineering of our publicly held client companies, we seek to either return
them to profitability or combine each with a private company that can maximize
the client company's core competency.
  ***Recent
Developments***
  We formed
White Knight during 2003 through (i) our reincorporation as a Florida company;
(ii) acquiring our subsidiary White Knight Publications, Inc.; (iii) the
formation of our subsidiary Sic Semper Tyrannis, Inc. and; (iv) populating our
portfolio with equities acquired from our founding officers and directors. 
The following highlights developments during this period.
 l
    On
      November 2, 2000, our predecessor corporation and its eight wholly-owned
      subsidiaries filed petition under Chapter 11 of the US Bankruptcy
      Code.
 l
    Effective
      August 16, 2001, the US Bankruptcy Court approved the Third Amended Joint
      Plan of Reorganization.  At that time, our predecessor comprised the
      parent holding company and four subsidiaries.  Four of the original
      subsidiaries were dissolved in the course of the bankruptcy
      proceedings.
  l
    On
      November 8, 2002, the remaining four subsidiaries re-filed a petition
      under the US Bankruptcy Code.  As a result of this second filing, the
      remaining four subsidiaries were dissolved and severed from the parent
      holding company.  As of that date and as a result of the bankruptcy
      filing, our predecessor had no assets.  Pursuant to the Bankruptcy,
      the only liability remaining was in the form of a pool of restricted
      common stock equal to 10% of our total capitalization.  Creditors are
      eligible to receive our common stock from this pool on a pro rata basis.
      To date, no creditors have placed a claim on this pool.  
      Pursuant to the Bankruptcy, the ownership of our predecessor was approved
      at 5% to our original shareholders, 10% to satisfy all creditors as cited
      above and 85% to our Chairman and Chief Executive Officer for his
      pre-petition debt, administrative claims and
      financing.
  4
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  l
    On
      October 27, 2003, we reincorporated our company as a Florida corporation
      and we changed our name to Centrics Holdings,
    Inc.
  l
    On
      December 10, 2003, we (i) acquired White Knight Publications, Inc.,
      ("Publications") through the exchange of 13,249,333 of our restricted
      common shares for 100% of the shares of Publications.  This was a
      reverse merger or recapitalization whereby White Knight Publications, Inc.
      (Publications) is the survivor with the common stock equity of the public
      company replacing the equity of Publications; (ii) agreed to acquire
      64,000,000 constituent company shares (see the section below titled
      "Constituent Companies") through the exchange of 114,666,666 of our
      restricted common shares; (iii) engaged our Chief Executive Officer for a
      period of three years; (iv) engaged our President for a period of three
      years, and; (iv) changed our name to White Knight SST,
      Inc.
  l
    On
      January 1, 2004, we formed our subsidiary Sic Semper Tyrannis, Inc., to
      serve as a depository for our portfolio
holdings.
  l
    During
      2004, we increased our Constituent Company holdings to a combined total of
      160,000,000 restricted common shares including 120,000,000 (one hundred
      and twenty million) restricted common shares of EarthFirst Technologies,
      Inc. (EFTI); 20,000,000 (twenty million) restricted common shares of
      Nanobac Life Sciences, Inc. (NNBP), and; 20,000,000 (twenty-million)
      restricted common shares of Hybrid Fuel Systems, Inc.
    (HYFS).
 *Constituent
Companies*
  Our
future success is directly related to the future success of our Constituent
Companies.  Our Directors and Executive Officers serve in similar
capacities in each of our current Constituent Companies.  Our intent is to
serve in similar roles for any future projects we might accept.  Readers
are encouraged to review the public filings, Internet web sites and other
information relating to each of the following companies
  *Nanobac
Life Sciences, Inc.* ,
(OTCBB:  NNBP).  NNBP's primary business is the study and development
of therapeutic and diagnostic technologies related to nanobacterium sanguineum
("Nanobacteria").  Nanobacteria are believed to be small (10,000 to 100,000
times smaller than typical bacteria), slowly growing bacterium that can be found
in human blood, kidney stones and arterial wall plaques.  NNBP files
periodic reports with the Securities and Exchange Commission (SEC) and those
reports can be reviewed on the SEC's Internet website at www.sec.gov.  NNBP
also maintains an internet web site at www.nanobaclabs.com.  Our Chairman
and Chief Executive Officer serves as the Chairman and Chief Executive of
NNBP.  White
Knight owns  20,000,000 (twenty million) shares of
NNBP.
  *Hybrid
Fuel Systems, Inc.,* (OTCBB:  HYFS).  HYFS manufactures and markets retrofit systems for
the conversion of gasoline and diesel engines, stationary or vehicular, to
non-petroleum based fuels such as compressed natural gas and liquefied natural
gas. The HYFS technology is embodied in five US patents and one US patent
application.  HYFS files periodic reports with the SEC and those reports
can be reviewed on the SEC's Internet website at www.sec.gov.  HYFS also
maintains an internet web site at www.hybridfuelsystems.com.  Our Chairman
and Chief Executive Officer serves as the Chairman of the Board for HYFS and our
President serves as the Chief Executive Officer and as a Director for
HYFS.  White
Knight owns 20,000,000 (twenty million) shares of HYFS.
  *EarthFirst
Technologies, Inc.* (OTCBB:  EFTI).  EFTI is dedicated to producing environmentally
superior products from carbon-rich solid and liquid materials considered wastes,
and is engaged in electrical contracting. EFTI is also focused on the research,
development, and commercialization of technologies for the production of
alternative sources of fuel and the destruction purification, and/or remediation
of liquid and solid waste.  EFTI files periodic reports with the SEC and
those reports can be reviewed on the SEC's Internet website at
www.sec.gov.  EFTI also maintains an internet web site at
www.earthfirsttech.com.  Our Chairman and Chief Executive Officer serves as
the Chairman and Chief Executive Officer for EFTI.  White
Knight owns 120,000,000 (one-hundred and twenty million) share of
EFTI.
 
 5
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  *Competition*
  Our
industry is comprised of individuals and firms which engage in a variety of
segments such as receivables financing, auctions and liquidations, bankruptcy
related services, distressed lending, investment banking, accounting, interim
management, consulting and other, similar activities.
  In the
case of White Knight, we assume an active executive level role and majority
board representation of our Constituent Companies. We decided to engage in our
enterprise as a public company in order to provide a degree of transparency into
our activities and so our shareholders could more easily monitor the progress of
our engagements.
  We are
unaware of other public companies which engage in our business and as a result,
we do not have any meaningful data that would indicate where our position is
within the industry.
  Shareholders
should therefore consider that literally all firms which offer services similar
to White Knight are larger than our company and have greater financial and
managerial resources. As a result, we may not be able to effectively compete
within our industry. If we aren't able to compete within our industry,
shareholders may lose the entire value of their holdings in our Company.
Individuals should therefore only consider an investment into White Knight if
they can afford the lose of their investment. See the section marked Risk
Factors.
  *Employees*
  As of
February 28, 2005, we had a total of four employees and no part time staff. None
of our employees are respresented by a labor unnion. We have not experienced any
work stoppages and consider our relations with our employees to be good.
  **Item
2 -** ***Description
of Property***
  We lease
approximately 2,500 square feet of office space from at a rate of $3,232.30 per
month.  Our lease is for a three year period beginning July 1, 2004
and ending June 30, 2007.
  We also
lease a 10X10 foot air conditioned storage space on a month to month basis at a
cost of approximately $101 per month.
  **Item
3 -** ***Legal
Proceedings***
  On
November 1, 2000, our predecessor NuMed Home Health Care, Inc. ("Numed") and 8
of its wholly-owned subsidiaries (collectively, the "Debtors") filed voluntary
petitions with the United Sates Bankruptcy Court for the Middle District of
Florida (Case Nos. 00-16984-8GI through 00-16992-8GI) seeking protection under
title 11 of the United States Code (the "Bankruptcy Code") and/or applicable
orders of the Bankruptcy Court.  On August 16, 2001, the Court issued the
Final Order confirming the Third Amended Joint Plan of Reorganization relating
to our predecessor Numed and four of its wholly-owned subsidiaries.  The
remaining four subsidiaries were dissolved.  On November 8, 2002, our
predecessor and the four remaining wholly-owned subsidiaries refiled a petition
under Chapter 11 of the US Bankruptcy Code.  As a result of the November 8,
2002 filing, our predecessor was severed from its subsidiaries and has since
been controlled by equity derived from the Plan of
Reorganization.
  As more
fully described in the Final Plan filed on Form 8-K December 12, 2003,
immediately following the bankruptcy, we were held 85% by our Chairman and Chief
Executive Officer, 10% by a creditor pool and 5% by all then-existing
shareholders of record.  The only liability that we are still obligated to
recognize is the establishment of sufficient shares of our common stock to equal
10% of our capitalization as of November 8, 2002 and to make these shares
available on a pro rata basis to claims submitted by members of the creditor
pool.  To date, no creditors have submitted any claims. The 10% common
share pool consists of approximately 10,000,000 (ten million shares) which
shares which are currently held by our Chairman and Chief Executive
Officer.  There are no other liabilities remaining except this creditor
stock pool resulting from the various bankruptcy filings.
  6
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  There is
no other pending litigation or other proceedings against the Company.
  **Item
4 -** ***Submission
of Matters to a Vote of Security Holders***
  During
the period covered by this report, there have been no matters submitted to a
vote of security holders.
  **PART
II**
  **Item
5 -** ***Market
for Common Equity and Related Stockholder Matters***
  Our
securities are traded on the "pink sheets." under the trading symbol "
WKGT."    Previously, the principal market for the Common Stock
and Common Stock Purchase Warrants was the NASDAQ OTC-Bulletin Board where they
were listed under the symbols NUMD and NUMDW, respectively. The Company
announced November 17, 1998 that it was delisted from the NASDAQ Small Cap
Market for failure to meet the continuing listing requirements for net tangible
assets, market capitalization or net income. Prior to February 1995, the Common
Stock was listed on the American Stock Exchange Emerging Company Marketplace.
Prior to May 1994, and after November 17, 1998 the Common Stock was traded in
the over-the-counter market. The stock prices below are the high and low bid
prices as reported on the pink sheets.
  The
following table sets forth representative high and low bid prices by calendar
quarters as reported in the OTC Pink Sheets during the last two fiscal years.
The level of trading in the Company's common stock has been limited and the bid
prices reported may not be indicative of the value of the common stock or the
existence of an active market. The market quotations reflect inter-dealer prices
without retail markup, mark-down, or other fees or commissions, and may not
necessarily represent actual transactions.
  ****
    **High
      Bid**
    
    **Low
      Bid****2002**
    ****First
      Quarter
    $
    0.02
    
    $
    0.02Second
      Quarter
    $
    0.03
    
    $
    0.02Third
      Quarter
    $
    0.03
    
    $
    0.01Fourth
      Quarter
    $
    0.02
    
    $
    0.01******2003**
    ****First
      Quarter
    $
    0.03
    
    $
    0.01Second
      Quarter
    $
    0.02
    
    $
    0.01Third
      Quarter
    $
    0.04
    
    $
    0.02Fourth
      Quarter
    $
    0.03
    
    $
    0.02
 
 As of
February 28, 2005, there were 450,128,845- shares of our common stock
outstanding.
  *Shareholders*
  As of
February 28, 2005, the number of holders of record of our common stock was 394
with any shares held by persons or companies in street or nominee name counted
only under such street or nominee name.
  *Dividends*
  We have
not paid any cash dividends in the past and have no present intention of doing
so. Payment of future cash dividends will be determined from time to time by our
Board of Directors, based upon its future earnings (if any), financial
condition, capital requirements and other factors, the company is not presently
subject to any contractual or similar restriction on its present or future
ability to pay such dividends.
 
 7
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  *Recent
Sales of Unregistered Securities*
  As of the
effectiveness of the Bankruptcy Plan, our common shareholders owned
approximately 5,600,000 of our common shares, our Chairman and Chief Executive
Officer owned approximately 94,400,000 of which approximately 10,000,000 shares
were held against the creditor pool designed by the Bankruptcy Plan.
  On
October 15, 2003, we issued 11,600,000 as conversion for debt.  7,500,000
of the shares were issued to our Chairman and Chief Executive Officer. 
2,500,000 shares were issued to John Stanton and 1,000,000 shares were issued to
a consultant and 100,000 shares were issued for legal services.
  On
December 9, 2003, we issued 225,456,526 shares to our Chairman and Chief
Executive Officer for services, assets contributed and direct investment into
our Company.  On December 10, 2003, approximately 11,250,000 shares were
issued to the shareholders of White Knight Publications as per our merger
agreement. On April 16, 2004, we issued 100,000 shares for legal
services.
  On
February 24, 2004, we issued 125,916,000 shares in connection with the purchase
of our Constituent Company shares.  The acquisition agreement for White
Knight Publications as well as our acquisition of Constituent Company shares is
more fully described in our Form 8-K filed December 12, 2003. On September 28,
2004, we issued 1,000,000 shares to a consultant.
  The
Company does not currently offer any equity compensation plans.
  **Item
6 -** ***Management's
Discussion and Analysis or Plan of Operation***
  The
following discussion and analysis provides information which management believes
is relevant to an assessment and understanding of the results of our operations
and financial condition. The discussion should be read in conjunction with the
audited consolidated financial statements and notes thereto.
  *December
31, 2002 and December 31, 2003*
  We
acquired our current operations during December, 2003. For the years ended
December 31, 2002 and 2003, we operated as White Knight Publications, Inc., a
private company engaged in the finance and management of distressed entities.
The following compares our performance during this two-year period.
  For the
years ended 2002 and 2003, our revenue increased by 100% from $0 to $750,000. In
addition, during this period, we had significant unrecognized gain in our
Constituent Company securities which is recorded as comprehensive income.
  During
this two-year period, our expenses increased 47% from $131,836 to $279,149 for
the years ended December 31, 2002 and 2003, respectively.
  During
this period, net income from operations increased from a loss of $(133,491) for
the year ended December 31, 2002 to income of $404,092 for the year ended
December 31, 2003. During this period, we realized an increase in consulting
fees of 35%, a 100% increase in our advertising expense and a 74% increase in
other operating expenses.
  In
comparing December 31, 2002 and 2003, our net income increased from a loss of
$(133,491) or ($1,334.91) per share to a gain of $404,092 or $0.01 per share.
  8
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 
 At
January, 2005, we held 120,000,000 (one hundred and twenty million) shares of
EarthFirst Technologies; 20,000,000 (twenty million) shares of Nanobac Life
Science, and; 20,000,000 (twenty million) shares of Hybrid Fuel Systems. We may
from time to time liquidate eligible securities to finance our operations or to
use as investment capital for Constituent Companies. The following chart
reflects the value of these securities as of February 10, 2005:
  **Constituent
      Company**
    
    **Shares
      Held**
    
    **Closing
      Bid Price**
    
    **Portfolio
      Value******EFTI
    
    
    120,000,000
    
    $
    0.16
      per share
    
    $
    19,200,000NNBP
    
    
    20,000,000
    
    $
    0.14
      per share
    
    $
    2,800,000HYFS
    
    
    20,000,000
    
    $
    0.85
      per share
    
    $
    17,000,000Total
      portfolio value
    
    
    
    
    
    
    
    $
    39,000,000
 
  We
believe the value of our portfolio taken together with anticipated revenue from
future Constituent Companies will be sufficient to provide for our capital
needs.
  We have
no off-balance sheet items connected with our Company or our
operations.
  *2004
and certain expectations for 2005*
  A
substantial portion of our time and efforts was expended during 2004 to complete
the Company's audit and other requirements including the filing of this Form
10KSB. This was a protracted exercise because our predecessor had been subject
of multiple bankruptcy proceedings as well as a substantial lapse in time
between the previous audit and the audit conducted following our acquisition of
White Knight Publications.
  During
2004 we further dedicated significant time and resources to the operations of
our Constituent Companies. We encourage interested parties to carefully review
the public filings of our three Constituent Companies for information relating
to each enterprise.
  Further
during 2004 our efforts were primarily directed to the operations of our three
Constituent Companies. The following is a chart reflecting our basis in each
security held followed by the gain we recognized based on the closing bid price
of each security on December 31, 2004.
  **Security**
    
    ******Basis**
    
    **Closing
      Bid Price**
    
    ******\Gain/(loss)**
    
    **Unrecognized**
      **portfolio**
      **gain/(loss)**EFTI
    
    $
    0.10
    
    $
    0.12
    
    $
    0.02
    
    $
    2,400,000NNBP
    
    $
    0.07
    
    $
    0.14
    
    $
    0.07
    
    $
    1,400,000HYFS
    
    $
    0.04
    
    $
    0.75
    
    $
    0.71
    
    $
    14,200,0002004
    
    
    
    
    
    
    
    
    
    
    $
    18,000,000
 
  During
2005, we intend to continue our operating role with our three Constituent
Companies and we intend to add additional Constituent Companies as opportunities
become available.
  **Risk
Factors**
  The
Company's liquidity, capital resources, and results of operations indicate that
an investment in the Company remains speculative, involves a high degree of
risk, and should not be made by persons who cannot afford the loss of their
entire investment. Prospective investors in the Company should carefully
consider all of the information contained in this Report before deciding whether
to purchase securities of the Company, and, in particular, the factors set forth
below.
  *Our
success is dependent upon the success of our Constituent
Companies*
  We derive
our revenue principally from growth in the securities of our Constituent
Companies.  As such, we may have little or no control over the gains or
losses we may record over the equities we currently hold in our three
Constituent Companies.  Interested parties are encouraged to review the
public filings with particular attention to the risk factors stated in each
respective Constituent Company filings as well as internet web sites and other
sources of information on each of our Constituent Companies prior to considering
an investment in our securities.
  9
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  *Our
business model envisions we will place our assets and executives at risk with
each new client accepted*
  In the
course of executing our business model, we intend to accept engagement from
public and private companies facing severe financial and operational
challenges.  In most cases, our client companies will be engaged in
shareholder actions as well as litigation surrounding their particular
industry.  In addition, we anticipate our client companies may be
undergoing regulatory investigations and other similar activities.  As a
part of our engagement, we require a majority representation on the Board of
Directors and we assume chief executive and chief financial officer
responsibilities.  As a result, our executives may be subject to actions
which will require we expense funds for attorneys and/or independent
accountants.  Further, while we have taken certain steps to protect our
portfolio of securities, by virtue of our business, those assets may be attacked
by virtue of our client relationship coupled with the official positions we
assume.  In such an event, the value of our portfolio could be dramatically
effected and such occurrence would most likely have a severe depressive effect
on the trading price of our common stock.  Investors should therefore only
purchase shares of our common stock if they can afford the loss of their
investment in its entirety.
  *A
Public Market For Our Shares May Not Be Sustained And The Price May
Fluctuate.*
  Previously, 
our stock was delisted from the OTC Bulletin Board as a result of our failure to
file an annual report on form 10-KSB. Our stock is publicly traded in the "pink
sheets" under the symbol "WKGT". The closing bid price as of February 23, 2005
was $0.07. There can be no guarantee that the current price can be maintained or
be expected to increase in value. Further, as a stock traded on the "pink
sheets", purchasers of the shares may have difficulty selling their common stock
should they desire to do so.
  *Unless
An Active Public Trading Market Develops For Our Securities, You May Not Be Able
To Sell Your Shares*
  To date,
there has been a very limited public market for our Common Stock,. There can be
no assurance that an active trading market will ever develop or, if developed,
that it will be maintained. Failure to develop or maintain an active trading
market could negatively affect the price of our securities.
  *Our
Common Stock May be Subject to Penny Stock Regulation.*
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:
  l
    that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and
  l
    the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.
  In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
  l
    obtain
      financial information and investment experience objectives of the person;
      and
  l
    make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.
 
 10
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prescribed by the Commission
relating to the penny stock market, which, in highlight form:
  l
    sets
      forth the basis on which the broker or dealer made the suitability
      determination; and
  l
    that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.
  Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our stock.
  Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stock.
  *Our
executive officers and directors own a majority of our voting common
stock*
  Our two
executive officers who are also our two directors own approximately 95% of our
outstanding voting common stock.  As such, these individuals may exert
discretion in all matters pertaining to our operations without regard to the
preferences of those shareholders who combined own approximately 5% of our
outstanding voting common stock.
  
  **THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK**
 
 11
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 
 **Item
7 -** ***Financial
Statements***
  **REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 Board of
Directors
 White
Knight SST, Inc.
  We have
audited the accompanying consolidated balance sheets of White Knight SST, Inc.,
as of December 31, 2003 and 2002 and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. an audit includes examing, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall consolidted finanial statement presentation. we believe that our audit
provides a reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of White Knight SST, Inc. as of
December 31, 2003 and 2002 and the results of operations and cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
  BRIMMER,
BUREK & KEELAN LLP

/s/*Brimmer,
Burek & Keelan LLP*

Tampa,
Florida

January
20, 2005


12
**White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 **WHITE
KNIGHT SST, INC.**
 **BALANCE
SHEETS**
 **DECEMBER
31, 2003 AND 2002**
  **ASSETS**
    
    **2003**
    
    **2002**Current
      assetsCash
    
    $
    4,922
    
    $
    1,713Loans
      receivable
    
    
    2,750
    
    
    100Total
      Current Assets
    
    
    7,672
    
    
    1,813Property
      plant & equipment, net
    
    
    4,969
    
    
    3,702Investments
    
    
    2,045,155Total
      assets
    
    $
    2,057,796
    
    $
    5,515**LIABILITIES
      AND SHAREHOLDERS' DEFICIT**Current
      liabilitiesAccounts
      payable
    
    $
    60,242
    
    $Loans
      payable - related parties
    
    
    244,152
    
    
    140,000Accrued
      liabilities
    
    
    4,895
    
    
    1,655Accrued
      taxes
    
    
    154,000
    
    
    0Total
      current liabilities
    
    
    463,289
    
    
    141,655Deferred
      taxes
    
    
    280,000
    
    
    0Total
      liabilities
    
    
    743,289
    
    
    141,655**SHAREHOLDERS'
      EQUITY (DEFICIT)**Shareholders'
      equity (deficit)Common
      stock ($.001 par value; 500,000,000 and100 shares344,198,199
      and 100 shares outstanding, respectively)
    
    
    344,198Additional
      paid-in capital
    
    
    177,569
    
    
    100Other
      comprehensive income
    
    
    524,888Retained
      earnings (deficit)
    
    
    267,852
    
    
    (136,240
    )Total
      shareholders' equity (deficit)
    
    
    1,314,507
    
    
    (136,140
    )Total
      liabilities and Shareholders' Equity (Deficit)
    
    $
    2,057,796
    
    $
    5,515
 **See
accompanying Notes to Consolidated Financial Statements**
 
 13
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  **WHITE
KNIGHT SST, INC.**
 **STATEMENT
OF OPERATIONS**
 **FOR
THE YEARS ENDED DECEMBER 31, 2003 AND 2002**
  **2003**
    
    **2002****REVENUES**Revenue
      - Related Party
    
    $
    750,000
    
    $Total
      revenues
    
    
    750,000**EXPENSES**Operating
      expensesConsulting
      fees
    
    
    189,315
    
    
    124,453Advertising
      expense
    
    
    62,242Other
      operating expenses
    
    
    27,592
    
    
    7,383Income
      (Loss) from operations
    
    
    279,149
    
    
    (131,836
    )Other
      expenses (income)Interest
      (income) expense
    
    
    3,236
    
    
    1,655(Gain)
      loss on sale of stock
    
    
    (90,477
    )
    
    0(Gain)
      Loss from other expenses
    
    
    (87,241
    )
    
    1,655Net
      income (loss) before income taxes
    
    
    558,092
    
    
    (133,491
    )Income
      tax expense
    
    
    154,000
    
    
    0Net
      income (loss)
    
    
    404,092
    
    
    (133,491
    )Basic
      income (loss) per share
    
    $
    0.01
    
    $
    (1,335
    )Basic
      weighted average number of common shares outstanding
    
    
    28,683,167
    
    
    100Diluted
      income (loss) per share
    
    $
    0.01
    
    $
    (1,335
    )Diluted
      weighted average number of common shares outstanding
    
    
    28,683,167
    
    
    100
  **See
accompanying Notes to Consolidated Financial Statements**
 
 14
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 ****
 **WHITE
KNIGHT SST, INC.**
 **STATEMENT
OF CASH FLOWS**
 **FOR
THE YEARS ENDED DECEMBER 31, 2003 AND 2002**
  **2003**
    
    **2002****CASH
      FLOWS FROM OPERATING ACTIVITIES:**Net
      income (loss)
    
    $
    404,091
    
    $
    (133,491
    )Depreciation
    
    
    1,984
    
    
    64Decrease
      (increase) in:Investments
    
    
    (718,600
    )Increase
      (decrease) in:Accounts
      payable
    
    
    60,243Accrued
      income tax
    
    
    154,000Accrued
      liabilities
    
    
    3,240
    
    
    1,655Net
      cash (used) provided by operating activities
    
    
    (95,042
    )
    
    (131,772
    )**CASH
      FLOWS FROM INVESTING ACTIVITIES:**Purchase
      of property and equipment
    
    
    (3,251
    )
    
    (3,766
    )Change
      in loans receivable
    
    
    (2,650
    )
    
    (100
    )Issuance
      of common stock
    
    
    0
    
    
    100Net
      cash (used) provided by investing activities
    
    
    (5,901
    )
    
    (3,766
    )**CASH
      FLOWS FROM FINANCING ACTIVITIES:**Loans
      payable - related party
    
    
    104,152
    
    
    136,000Net
      cash provided (used) by financing activities
    
    
    104,152
    
    
    136,000Net
      increase in cash and cash equivalents
    
    
    3,209
    
    
    462Beginning
      cash and cash equivalents
    
    
    1,713
    
    
    1,251Ending
      cash and cash equivalents
    
    $
    4,922
    
    $
    1,713**SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION**Cash
      paid during the year for interest
    
    $
    0
    
    $
    0Securities
      received in payment of services
    
    $
    750,000
    
    $
    0
 ****
 **See
accompanying Notes to Consolidated Financial Statements**
 15
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 ****
 **WHITE
KNIGHT SST, INC.**
 **STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY**
 **FOR
THE YEARS ENDED DECEMBER 31, 2003 AND 2002**
  **Other**
    
    **Total****Comprehensive****Common
      Stock**
    
    **Paid-In**
    
    **Accumulated**
    
    **Income**
    
    **Shareholders'****Shares**
    
    **Amount**
    
    **Capital**
    
    **Deficit**
    
    **(net
      of tax)**
    
    **Deficit**Balance
      at December 31, 2001
    
    
    100
    
    
    
    
    
    100
    
    $
    (2,749
    )
    
    
    
    
    (2,649
    )Net
      Loss
    
    
    
    
    
    
    
    
    
    
    
    (133,491
    )
    
    
    
    
    (133,491
    )Balance
      at December 31, 2002
    
    
    100
    
    $
    0
    
    $
    100
    
    $
    (136,240
    )
    $
    0
    
    $
    (136,140
    )Contributed
      capital investments
    
    
    
    
    
    
    
    
    21,667
    
    
    
    
    
    
    
    
    21,667Contributed
      capital investments
    
    
    
    
    
    
    
    
    500,000
    
    
    
    
    
    
    
    
    500,000Common
      stock issued for recapitalization due to merger
    
    
    344,198,099
    
    
    344,198
    
    
    (344,198
    )
    
    
    
    
    
    
    
    0Unrealized
      holding gain on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    524,888
    
    
    524,888Net
      income
    
    
    
    
    
    
    
    
    
    
    
    404,092
    
    
    
    
    
    404,092Balance
      at December 31, 2003
    
    
    344,198,199
    
    $
    344,198
    
    $
    177,569
    
    $
    267,852
    
    $
    524,888
    
    $
    1,314,507
 ****
 **See
accompanying Notes to Consolidated Financial Statements**
 
 16
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 ****
 **WHITE
KNIGHT SST, INC.**
 **Notes
to Consolidated Financial Statements**
  **NOTE
1 BACKGROUND INFORMATION**
  The
Company was incorporated in 2001 as Troubled Company News.com, Inc.  In May
2003, the Company changed its name to White Knight Publications, Inc.
(WKP).  On December 10, 2003, the Company merged with Centrics Holdings
Corporation (CHC), a reincorporated Florida corporation (formerly NuMed Home
Health Care, Inc., a Nevada Corporation) in a transaction accounted for as a
purchase **.**
  The
merger was a reverse merger with the Company treated as the acquirer and will be
reflected as a recapitalization for accounting purposes.  See footnote 4
Related Party Transactions for additional information.
  After
completion of the merger, the Company changed its name to White Knight SST,
Inc., (WKSST) and WKP became a wholly-owned subsidiary of WKSST.
  WKSST is
a transitional management, consulting and finance company providing financing
and consulting for publicly traded entities in need of reconstruction.  WKP
contracts with client companies for corporate reengineering
engagements.
  Subsequent 
to December 31, 2004, WKP changed its name to White Knight Strategies,
Inc..  Also, subsequent to December 31, 2004, Sic Semper Tyrannis, Inc.
(SST) was incorporated as a wholly-owned subsidiary of WKSST.  SST acts as
a repository for WKSST's portfolio of securities.
  **NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  *Accounting
Principles*
  The
financial statements and accompanying notes are prepared in accordance with
accounting principles generally accepted in the United States of
America.
  *Principals
of Consolidation*
  The
consolidated financial statements as of and for the year ended December 31, 2002
and 2003 include the accounts of the Company and its wholly owned
subsidiary.  The consolidated group includes White Knight Publications,
Inc. All significant intercompany accounts and transactions have been eliminated
in consolidation.
  *Accounting
estimates*
  The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.
  *Cash
and Cash Equivalents*
  For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents.
 
 17
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  *Property
and Equipment*
  Depreciation
is provided for using the straight-line method, in amounts sufficient to relate
the cost of depreciable assets to operations over their estimated service life
of three years.
  *Fair
value of financial instruments*
  All
financial instruments are carried at amounts that approximate fair value. 
Securities are classified as available for sale with unrealized gains and losses
credited or charged, net of the tax effect, to accumulated other comprehensive
income, a component of stockholders' equity.  Realized gains and losses on
securities available for sale are determined on a specific identification basis
and are reported in the consolidated statement of income as investment security
gains and losses.
  *Revenue
Recognition*
  Historically,
White Knight earns revenue through services or the conversion of debt or the
issuances of securities from Constituent Companies. Thereafter, revenues are
recognized as the unrealized gain on the Company's portfolio of Constituent
Company securities calculated by subtracting the cost basis from the closing bid
price at the end of a reporting period for the Constituent Company
security.  Revenue is recorded when the services have been performed and
the corresponding payment is assured.
  **NOTE
3 INVESTMENTS**
  Investments
represents the market value of the Constituent Company securities held at the
end of the reporting period.  In addition, during April 2004, the Company
received additional Constituent Company shares which are reflected
below:
  **Constituent
      Company**
    
    **Held
      Dec 31, 2003**
    
    **Subsequent
      Event**EarthFirst
      Technologies (EFTI)
    
    
    5,000,000
    
    
    115,000,000Nanobac
      Life Sciences (NNBP)
    
    
    1,892,833
    
    
    18,107,167Hybrid
      Fuel Systems (HYFS)
    
    
    0
    
    
    20,000,000
 ****
 **NOTE
4 RELATED PARTY TRANSACTIONS**
  *Master
Roll-Up Agreement*
  On
December 10, 2003, White Knight (formerly NuMed Home Health Care) entered an
agreement to acquire securities of Constituent Companies from John Stanton, our
Chairman and Chief Executive Officer. Prior to the acquisition of securities,
Mr. Stanton owned approximately 85% of our voting common stock. See Note 12.
  *Employment
Agreements*
  White
Knight is party to employment agreements with our Chairman and Chief Executive
Officer and our President and Director. These employment agreements are for a
three year period each and provide for annual salaries and an incentive salary
equal to 1/2 of 1% of the adjusted net profits of the Company beginning with the
Company's year end 2003 and each fiscal year thereafter during the term of the
Agreement.
  Messrs
Stanton and Clancy own approximately 95% of our voting common stock and serve as
our two executive officers and directors.
 
 18
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  **NOTE
5 PROPERTY AND EQUIPMENT**
  Property
and Equipment net consists of the following:
  
  2003
    
    2002Equipment
    
    
    7,01
    
    
    3,766Less
      accumulated depreciation
    
    
    (2,048
    )
    
    (64
    )Total
    
    
    4,969
    
    
    3,702
 ****
 **NOTE
6 LOANS PAYABLE - RELATED PARTY**
  For the
years ended December 31, 2003 and 2002 the Company had loans payable to
companies that a major shareholder of the Company had significant interests
in.  The loans had no written terms of repayment or interest
stated.  Imputed
interest for the years ended December 21, 2003 and 2002 was $3,240 and $1,655,
respectively.  As of December 31, 2003 and 2002, no repayments had been
made on these loans.  Loans
payable for the years ended December 31, 2003 and 2002 were:
  2003
    
    2002$ 244,152
    
    $
      140,000$244,152
    
    $
      140,000
 ****
 **NOTE
7  INCOME TAXES**
  The
Company utilizes the guidance provided by Statement of Financial Accounting
Standards No. 109, " Accounting for Income Taxes." (SFAS 109). Under the
liability method specified by SFAS 109, deferred tax assets and liabilities are
determined based on the difference between the financial reporting and tax bases
of assets and liabilities as measured using the enacted tax rates which will be
in effect when these differences reverse. Income tax expense (benefit) for the
years ended December 31, 2003 and 2002 is as follows:
  **2003**
    
    **2002**Current
      income tax expense (benefit)
    
    $
    154,000
    
    $
    0Deferred
      income tax expense (benefit)
    
    
    0
    
    
    0Income
      tax expense (benefit)
    
    $
    154,000
    
    $
    0
 
 Income
taxes for the years ended December 31, 2003 and 2002 differs form the amounts
computed by applying the effective income tax rate of 34% to income before
income taxes as a result of the following:
  **2003**
    
    **2002**Computed
      tax expense at the statutory rate
    
    
    200,000Decrease
      in valuation allowance
    
    
    (46,000
    )
    
    0Current
      tax expense (benefit)
    
    $
    154,000
    
    $
    0Temporary
      differences that give rise to deferred tax assets and
      liabilitiesDeferred
      tax assetsNet
      operating loss carryforward
    
    
    0
    
    
    46,000Less
      valuation allowance
    
    
    
    
    
    (46,000
    )Gross
      deferred tax assetGross
      deferred tax liabilityNet
      deferred tax asset
    
    
    0
    
    
    0
 19
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 ****
 **NOTE
7 - INCOME TAXES (CONTINUED)**
  The
Company's net operating loss carryover of approximately $5,000,000 may be
restricted as to its use due to various Internal Revenue Service rules. No
curent benefit is provided pertaining to the net operating loss carryforward due
such limitations and the uncertainty of realization in the future.
  **NOTE
8 OPERATING LEASES**
  For the
year ended December 31, 2003 the Company has an operating lease for office space
that expires in May 2004.  The lease is a one year, renewable lease and is
guaranteed by the Company's president and director.  Rent expense for the
year ended December 31, 2003 was $9,226.70.
  During
the year ended December 31, 2002, the Company did not incur any rent
expense.
  **NOTE
9 EARNINGS (LOSS) PER COMMON SHARE**
  Earnings
(loss) per share are computed using the basic and diluted calculations on the
face of the statement of operations. Basic earnings (loss) per share are
calculated by dividing net income (loss) by the weighted average number of
shares of common stock outstanding for the period. Diluted earnings (loss) per
share is calculated by dividing net income (loss) by the weighted average number
of shares of common stock outstanding for the period, adjusted for the dilutive
effect of common stock equivalents, using the treasury stock method. There were
no potentially dilutive instruments outstanding for all periods
presented.
  **NOTE
10 CONCENTRATION OF CREDIT RISK**
  Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist primarily of cash balances.  Cash balances are held
in high quality financial institutions, which are evaluated periodically by
management of the company to minimize the risks associated with account balances
in excess of federally insured account limits.  During 2003, the Company
received the majority of its income from two customers which constitutes a
significant concentration of credit risk. However, the Company holds a majority
or significant minority interest in each of the Constituent Companies
  **NOTE
11 RECENT ACCOUNTING PRONOUNCEMENTS**
  In
December 2003, the FASB issued revised Interpretation No. 46 (FIN 46),
"Consolidation of Variable Interest Entities", which replaced the original
Interpretation No. 46 that had been issued in January 2003.  FIN 46
clarifies the application of Accounting Researching Bulletin No. 51,
"Consolidated Financial Statements", to certain entities in which equity
interest do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. In the
Opinion of Management, FIN 46 has no significant applicability to the financial
statements.
  **NOTE
12 SUBSEQUENT EVENT**
  In
February 2004, the Company received approximately 110,000,000 shares of
EarthFirst Technologies, 10,600,000 shares of Nanobac Life Sciences and
20,000,000 shares of Hybrid Fuel Systems (Hybrid). The EarthFirst and Nanobac
shares were received in exchange for approximately 114,666,667 shares fo the
Company's common stock and the Hybrid stock was received in exchange for debt
the Company had advanced to Hybrid.
 
 20
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  **THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK**
  **Item
8 -** ***Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure***
  As
reported on a Form 8-k filed September  9, 2004 on August 30, 2004, the
Company dismissed its former independent accountant and engaged Brimmer, Burek
and Keelan, LLP as our independent accountants. We have never had a disagreement
with our accountants on accounting and financial disclosure.
  **Item
8A -** ***Controls
and Procedures***
  All the
Company's former officers and Directors resigned prior to December 31, 2003.
Since January 2004 we have worked to develop systems and procedures
which:
  Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we have evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of this report, and, based on their
evaluation, our principal executive officer and principal financial officer have
concluded that these controls and procedures are effective. Changes we are
making in our control procedures include a consolidation of our administration
at our executives offices in Tampa, Florida.
  Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
  Changes
in Internal Controls. There were no significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent to
the date of our evaluation, nor were there any significant deficiencies or
material weaknesses in our internal controls. Accordingly, no corrective actions
were required or undertaken.
  **Item
8B - Other Information**
  None.
  
  **THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK**
 
 21
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 ****
 PART III
 
 **Item
9 -** ***Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
of the Exchange Act***
  **Name**
    **Age**
    **Position/Office
      Held**John
      Stanton
    56
    Chairman,
      Chief Executive OfficerMark
      Clancy
    49
    President,
      Director
 
 *John
Stanton - Chairman of the Board of Directors, Chief Executive
Officer*
  Since
December 23, 2003, *John
Stanton* has
served as our *Chairman
of the Board of Directors* . Mr.
Stanton is also the Chief Executive Officer and Chairman of the Board of
Directors of White Knight. From 1987 through the present, Mr. Stanton has served
as the President and Chief Executive Officer of Florida Engineered Construction
Products Corporation. Mr. Stanton has served as Chairman and President of
several public and private companies. Since the early 1990's, Mr. Stanton has
been, and continues to be, involved in turn-around management for financially
distressed companies, providing both management guidance and financing. Mr.
Stanton worked with the international professional services firm that is now
known as Ernst & Young, LLP from 1973 through 1981. Mr. Stanton, a Vietnam
veteran of the United States Army, graduated from the University of South
Florida with a Bachelors Degree in Marketing and Accounting in 1972, and with an
MBA in 1973. Mr. Stanton earned the designation of Certified Public Accountant
in 1974 and was a Sells Award winner in the CPA examination. Mr. Stanton is a
lifetime resident of Tampa, Florida.
  *Mark
Clancy - President and Director*
  Since
December 23, 2003, *Mark
Clancy* has
served as our *Chief
Executive Officer* and as a *Director* . Mr.
Clancy is also the President of White Knight SST, Inc., a publicly-traded
company and the Chief Executive Officer of White Knight Strategies, Inc. Mr.
Clancy founded White Knight Strategies during December 2001 and merged into
White Knight SST during December 2003 . Since April 2000, Mr. Clancy has
participated in turn-around management for financially distressed companies.
From November 1997 through April 2000, Mr. Clancy was co-founder, Director and
Executive Vice President of publicly-traded EarthFirst Technologies, Inc.. Mr.
Clancy has been an advisor to the Chairman of the Board of EarthFirst since that
company's sale in May 2000. From 1992 through 1997, Mr. Clancy served as the
Chief Compliance Officer for a Largo, Florida based boutique investment banking
firm. Mr. Clancy was honorably discharged after six years of service with the
United States Marine Corps. Mr. Clancy was born in Massachusetts and has resided
in Florida since 1982.  Mr. Clancy earned a B.A. from the University of
South Florida.
  *Rule
406 Code Of Ethics*
  The
Company has adopted a Code of Ethics which was filed as an exhibit to the
Company's Form 8-K on December 12, 2003.  Our Code of Ethics applies to all
our employees and those doing business with our Company and specifically applies
to our Chief Executive Officer, Chief Financial Officer and all persons serving
in similar capacities.
 
 22
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
 
 **Item
10 -** ***Executive
Compensation***
 **
 *Executive
Compensation*
  The
following table sets forth certain summary compensation information with respect
to our Chief Executive Officer and our only other executive officers as of
December 31, 2002 and 2003 whose total annual compensation paid, accrued or
distributed for the fiscal year ended December 31, 2002 and 2003, exceeded
$100,000:
  ********
    ******Name
      and**
      **Principal**
      **Position**
    **Year**
    ****
    ****
    **Other
      annual**
      **compensation**
      **($)**
    **Long****term****compensation**
    ********
    ****
    
    ******Annual
      Compensation**
    **Restricted**
      **Stock
      Awards**
    ****Securities**underlying**
      **options**
    **LTIP**
    ****All
      other**compensation****Salary**
    **Bonus**
    ****
    **SARs**
    **Payouts**
    ******($)**
    **($)**
    (**$)**
    **(#)**
    **($)**
    **($)**Stanton,
    2003
    $0
    $0
    $0
    $0
    $0
    $0
    $0JohnCEOClancy,
      Mark
    2002
    $110,453
    $0
    $0
    $0
    $0
    $0
    $0President2003
    $123,315
    $0
    $0
    $0
    $0
    $0
    $0
 
 Our
Directors are not compensated for their participation with our Company.
  
  **Item
11 -** ***Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters***
  The
following table sets forth, as of August 2004, the beneficial ownership of the
Company's Securities by (i) each current member of the Board of Directors of the
Company, (ii) the executive officer named in the Section entitled "Executive
Compensation," above and (iii) all current directors and executive officers of
the Company as a group.
  **Name
and Address**  **Number
of**  **Percent**
  **of
Beneficial Owner**  **Shares**  **of
Class**
  John
      Stanton
      12409
      Telecom Drive
      Tampa,
      Florida 33637
    417,514,037**1**
    92.75%Mark
      Clancy
      409
      Telecom Drive
      Tampa,
      Florida 33637
    13,000,000
    2.88%Officers
      & Directors as a group
    430,514,037
    95.63%
 
 **1**
    Includes
      approximately 12,000,000 common shares which comprise the creditor
      alotment created pursuant to the Banktruptcy Plan. To date, no creditor
      has applied for their pro rata portion of these shares. If no creditor
      claims these shares within a reasonable period of time, the ownership of
      these shares shall revert to our Chairman and Chief Executive
      Officer.
 ******
 23
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  Item 12 - *Certain
Relationships and Related Transactions*
 **
 On
January 4, 2004, we entered three year employment agreements with our Chairman
and Chief Executive Officer Mr. John Stanton and with our President and
Director Mark Clancy.  Under the terms of the Employee Agreements,
base salary is determined by the Board of Directors and an incentive salary
equal to 1/2 of 1% of the adjusted net profits shall be paid to the Employee
during the three-year term of the Employment Agreement. Both Messrs. Stanton and
Clancy declined their incentive salary for the year ended 2003. In addition, the
Employment Agreement requires the Company to provide medical and group life
insurance and fourteen paid holidays each calendar year. The Employment
Agreements are non-cancellable by the Company. The individual may cancel the
Employment Agreement with thirty days written notice.
  **Item
13 -** ***Exhibits
and Reports on Form 8-K***
  *Exhibits*
  31.1
    Certification by Chief Executive Officer
      pursuant to Sarbanes-Oxley Section 30231.2
    Certification
      by Chief Financial Officer purusant to Sarbarnes-Oxley Section
    30232.1
    Certification by chief Executive Officer
      pursuant to 18 U.S.C. Section 135032.2
    Certification
      by Chief Financial Officer purusant to 18 U.S.C. Section
    1350
 
 *Reports
on Form 8-K*
  We filed
a Form 8-K on December 20, 2003 reporting that on December 13, 2003, the Company
acquired White Knight Publications and took other actions as specified within
that report. Certain actions described in that Form 8-K did not occur until
2004.
  On
September 7, 2004, we filed a Form 8-K reporting our change of independent
accountants.
  **Item
14 -** ***Principal
Accountant Fees and Services***
  *Audit
Fees:* The
aggregate fees billed by BBK for professional services rendered for the audits
of the Company's annual financial statements for the years ended December 31,
2003 and 2002 were approximately $22,000.
  *Audit
Related Fees.* The
Company did not engage BBK to provide professional services to the Company
regarding audit related matters during the years ended December 31, 2003 and
2002.
  *Tax
Fees.* The
Company did not engaged BBK for professional services regarding tax advice or
return preparation.
  *All
Other Fees.* There
were no fees billed by BBK for services rendered to the Company, other than the
services covered above for the years ended December 31, 2003 and 2002.
 24
 **White
Knight SST, Inc., 10KSB for the year ended December 31,
2003**
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned; thereunto duly authorized, on this 28th day of February,
2005.
  **White Knight SST, Inc.**By:
    /s/ John StantonJohn StantonChief Executive
      Officer
 By:
    /s/ John StantonJohn StantonChief Financial
      Officer
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of Registrant and in the
capacities indicated on February 28, 2005.
  /s/
      John Stanton
    
    Chairman
      of the Board of Directors, Chief Executive Officer, Chief Financial
      OfficerJohn
      Stanton/s/
      Mark Clancy
    
    President
      and DirectorMark
      Clancy
 25
 ****