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 June 30, 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 July 28, 2005,
there were 6,347,302 shares of the Registrant's Common Stock
outstanding.

<PAGE>

                              Table of Contents

                                                                         Page

PART I                                                                      3

   ITEM 1.  FINANCIAL STATEMENTS                                            3

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION      10

   ITEM 3.  CONTROLS AND PROCEDURES                                        12

PART II                                                                    13

   ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES                        13

   ITEM 6.  EXHIBITS                                                       14

SIGNATURES                                                                 14



                                      2
<PAGE>

                                    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 June 30, 2005, and the results of its
operations and changes in its financial position for the period ended
June 30, 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
<PAGE>
                           Trycera Financial, Inc.
                   (Formerly Whitelight Technologies, Inc.)
                                Balance Sheets


                                                        June        December
                                                      30, 2005      31, 2004
                                                     -----------   -----------
                                    Assets
                                                     (Unaudited)
Current Assets
  Cash                                               $   437,898   $   974,658
  Accounts Receivable, net                                35,496        21,425
  Prepaid Expenses                                        12,111        13,305
  Employee Advances                                          712          -
  Client Reserves                                          5,000          -
                                                      ----------    ----------
     Total Current Assets                                491,217     1,009,388

Property & Equipment, Net                                 19,968         8,608
                                                      ----------    ----------
Other Assets
  Deposits                                                 9,207         9,207
  Definite Life Intangible Assets, net, less
  accumulated amortization of $63,879 and $14,583
  at 2005 and 2004, respectively                         123,091       109,418
                                                      ----------    ----------
     Total Other Assets                                  132,298       118,625
                                                      ----------    ----------
     Total Assets                                    $   643,483   $ 1,136,621
                                                      ==========    ==========

                      Liabilities & Stockholders' Equity
Current Liabilities
  Accounts Payable                                   $    60,441   $    32,331
  Accounts Payable - Related Party                          -            4,090
  Accrued Expenses                                        18,912         8,782
  Line of Credit                                          18,796        20,000
  Portfolio Reserves                                      15,000          -
  Customer Funds Clearing                                  1,781         1,267
  Deferred Revenue, net                                   26,569        74,025
  Deferred Revenue Refund Reserve                            905          -
                                                      ----------    ----------
     Total Current Liabilities                           142,404       140,495

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; 6,347,802 and 6,307,802 Shares
   Issued and Outstanding, Respectively                    6,346         6,307
  Additional Paid In Capital                           1,976,150     1,891,057
  Accumulated Deficit                                 (1,481,417)     (901,238)
                                                      ----------    ----------
     Total Stockholders' Equity                          501,079       996,126
                                                      ----------    ----------
     Total Liabilities & Stockholders' Equity        $   643,483   $ 1,136,621
                                                      ==========    ==========

  The accompanying notes are an integral part of these financial statements.
                                      4
<PAGE>

                           Trycera Financial, Inc.
                   (Formerly Whitelight Technologies, Inc.)
                           Statements of Operations
                                 (Unaudited)
<TABLE>
<CAPTION>
                             For the Three Months Ended     For the Six Months Ended
                              June 30,      June 30,         June 30,      June 30,
                                2005          2004             2005          2004
                             -----------   -----------      -----------   -----------
<S>                          <C>           <C>              <C>           <C>
Revenues
  Catalog Shopping           $    38,034   $      -         $    91,335   $      -
  Consulting                        -           14,000             -           14,000
  Stored Value                    35,577          -              51,039          -
  Call Center Operations          10,418          -              10,418          -
                              ----------    ----------       ----------    ----------
     Total Revenue                84,029        14,000          152,792        14,000

Cost of Sales                     66,554         -              107,782          -
                              ----------    ----------       ----------    ----------
     Gross Profit                 17,475        14,000           45,010        14,000

Expenses
  Depreciation                    53,144          -              51,385          -
  Sales & Marketing               20,960          -              38,823          -
  Technology Costs                 4,706         8,681           10,482         8,681
  Salaries and Wages             113,135        27,102          248,934        27,102
  Professional Fees               55,400        67,522          128,844        67,522
  General & Administrative        95,066        16,570          146,150        23,205
                              ----------    ----------       ----------    ----------
     Total Expenses              342,411       119,875          624,618        26,510
                              ----------    ----------       ----------    ----------
     Income (Loss)
     from Operations            (324,936)     (105,875)        (579,608)     (112,510)

Other Income (Expenses)
  Interest Income                     69           127              164           157
  Interest Expense                  (365)       (2,685)            (736)       (3,386)
                              ----------    ----------       ----------    ----------
     Total Other Income
     (Expenses)                     (296)       (2,558)            (572)       (3,229)
                              ----------    ----------       ----------    ----------
     Income (Loss)
     Before Taxes               (325,232)     (108,433)        (580,180)     (115,739)

     Taxes                           -            -                -             -
                              ----------    ----------       ----------    ----------
     Net Income (Loss)       $  (325,232)  $  (108,433)     $  (580,180)  $  (115,739)
                              ==========    ==========       ==========    ==========

     Loss Per
     Common Share            $     (.05)   $     (.04)      $     (.09)   $     (.06)
                              ==========    ==========       ==========    ==========
     Weighted Average
     Outstanding Shares,
     Retroactively Restated    6,314,835     2,578,880        6,311,338     1,839,440
                              ==========    ==========       ==========    ==========
</TABLE>
  The accompanying notes are an integral part of these financial statements.
                                      4
<PAGE>

                           Trycera Financial, Inc.
                   (Formerly Whitelight Technologies, Inc.)
                           Statements of Cash Flows
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                           For the Six Months Ended
                                                             June           June
                                                           30, 2005       30, 2004
                                                          -----------    -----------
<S>                                                       <C>            <C>
Net Income (Loss)                                         $  (580,180)   $  (115,739)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations;
  Depreciation and Amortization                                51,385           -
  Stock Issued for Services                                      -            33,000
  Forgiveness of Related Party Interest                          -             7,705
  Stock Options Issued                                         45,133           -
Change in Assets and Liabilities:
  (Increase) Decrease in Accounts Receivable                  (14,071)          -
  (Increase) Decrease in Interest Receivable                     -               360
  (Increase) Decrease in Employee Advances                       (712)          -
  (Increase) Decrease in Prepaid Expenses                       1,193           (859)
  (Increase) Decrease in Processor Reserves                    (5,000)          -
  (Increase) Decrease in Deposits                                -            (9,207)
  Increase (Decrease) in Accounts Payable                      24,018         (8,266)
  Increase (Decrease) in Interest Payable                        -            (4,319)
  Increase (Decrease) in Client Reserves                       15,000           -
  Increase (Decrease) in Customer Fundings                      1,293           -
  Increase (Decrease) in Deferred Revenue Refund Reserve       (1,201)          -
  Increase (Decrease) in Accrued Expenses                       9,353          1,415
  Increase (Decrease) in Deferred Revenue                     (45,351)          -
                                                           ----------     ----------
Net Cash Provided (Used) by Operating Activities             (499,137)       (95,910)
                                                           ----------     ----------
Cash Flows from Investing Activities
     Acquisition of Property & Equipment                       (9,013)          -
     Proceeds from Related Party Note                            -             1,200
     Acquisition of Businesses and Other                      (27,404)          -
                                                           ----------     ----------
Net Cash Provided (Used) by Investing Activities              (36,417)         1,200
                                                           ----------     ----------
Cash Flows from Financing Activities
     Payments on Line of Credit                                (1,204)          -
     Proceeds from Issuance of Common Stock for Cash             -           275,300
     Proceeds from Convertible Debenture                         -           200,000
     Payments made on Related Party Notes                        -           (23,906)
                                                           ----------     ----------
Net Cash Provided (Used) by Financing Activities               (1,204)       451,394
                                                           ----------     ----------
Net Increase (Decrease) in Cash and Cash Equivalents         (536,760)       356,684

Cash and Cash Equivalents at Beginning of Period              974,658           -
                                                           ----------     ----------
Cash and Cash Equivalents at End of Period                $   437,898    $   356,684
                                                           ==========     ==========
</TABLE>
                                      6
<PAGE>

                           Trycera Financial, Inc.
                   (Formerly Whitelight Technologies, Inc.)
                      Notes to the Financial Statements
                                June 30, 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
     10-KSB for the year ended December 31, 2004.  The results of
     operations for the three and six months ended June 30, 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.

                                          June 30,    December 31,
                                            2005          2004
                                         ----------    ----------
                                         (unaudited)
     Basic Earnings per share:
        Income (Loss) (numerator)        $ (580,180)   $ (108,433)
        Shares (denominator)              6,311,338     3,727,866
                                          ---------     ---------
        Per Share Amount                 $     (.09)   $     (.03)

     Fully diluted Earnings per share:
        Income (Loss) (numerator)        $ (580,180)   $ (108,433)
        Shares (denominator)              6,311,338     3,727,866
                                          ---------     ---------
        Per Share Amount                 $     (.09)   $     (.03)


                                      7
<PAGE>

                           Trycera Financial, Inc.
                   (Formerly Whitelight Technologies, Inc.)
                      Notes to the Financial Statements
                                June 30, 2005

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 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 June 30, 2005:

                                                        2004 Stock Plan
                                                      -------------------
                                                                 Weighted
                                                                 Average
                                                      Amount of  Exercise
                                                       Shares     Price
                                                      ---------  --------
     Outstanding at January 1, 2005                   2,621,250  $    .56
       Options Granted                                   60,000       .75
       Options Exercised                                   -         -
       Options Canceled                                    -         -
                                                      ---------   -------
          Options Outstanding at June 30, 2005        2,681,250  $    .56
                                                      =========   =======

          Options Exercisable at June 30, 2005          996,250  $    .26

The Company, in accordance with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," $45,133
and $2,687 was recognized for the period ended June 30, 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:

                                                June 30, 2005
                                                -------------
     Five Year Risk Free Interest Rate              3.72%
     Dividend Yield                                  0%
     Volatility                                     60.00%
     Average Expected Term (Years to Exercise)        5

                                      8
<PAGE>
                           Trycera Financial, Inc.
                   (Formerly Whitelight Technologies, Inc.)
                      Notes to the Financial Statements
                                June 30, 2005

NOTE 2 - STOCK OPTION PLAN (CONTINUED)

Management would like to confirm an intention to use an appropriate
volatility in the future, which is likely to be higher than the
historical basis.

Employee stock options outstanding and exercisable under this plan as of
June 30, 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         4.00         971,250      $ .26
    $0.75          485,000    $ .15         4.00          25,000      $ .75

NOTE 3 - ACQUISITIONS

On June 14, 2005 the Company issued 40,000 shares of common stock valued
at $40,000 and paid cash in the amount of $30,000 for the net operating
assets of the call center owned by Hawaii Direct Telephone that were
merged into the operations of Trycera, valued at $70,000.  The Company
paid $16,045 for the fixed assets including, computers and monitors
valued at $13,450 and office equipment and supplies valued at $2,595.
The remainder of the consideration, $53,955 was allocated to definite
lived intangible assets in the form of cancelable call center contracts
that will be amortized over a life of one year.  The hard assets were
valued at fair market value and the balance of the purchase price was
assigned to the cancelable call center contracts, which management felt
was reasonable for our use.

We account for goodwill and other intangible assets in accordance with
SFAS No. 142, which requires that goodwill and other intangible assets
that have indefinite lives not be amortized but instead be tested at
least annually for impairment, or more frequently when events or a
change in circumstances indicate that the asset might be impaired.  For
indefinite lived intangible assets, impairment is tested by comparing
the carrying value of the asset to its fair value and assessing the
ongoing appropriateness of the indefinite life classification.  For
goodwill, a two-step test is used to identify the potential impairment
and to measure the amount of impairment, if any.  The first step is to
compare the fair value of a reporting unit with its carrying amount,
including goodwill.  If the fair value of a reporting unit exceeds its
carrying amount, goodwill is considered not impaired, otherwise goodwill
is impaired and the loss is measured by performing step two.  Under step
two, the impairment loss is measured by comparing the implied fair value
of the reporting unit with the carrying amount of goodwill.  At June 30,
2005, there was no impairment to the intangible assets.

                                      9
<PAGE>

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.

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 June 30, 2005.

Results of Operations

     During the second quarter ending June 30, 2005, we generated
revenues of $84,029 and incurred operating expenses of $342,411, which
excludes a cost of goods of $66,554.  For the comparable period in the
prior year, we generated revenues of $14,000 and incurred operating
expenses of $119,875, with $0.00 in cost of goods.  The revenue on a
comparable basis grew 500% over the prior year period while expenses
increased  185% and the related cost of goods rose to the current levels
of $66,554 against previously zero balances.  Management has determined
that the amount of revenues and expenses estimated for the remainder of
2005 will increase progressively based upon the expansion of operations
during the third quarter of 2005.

Liquidity and Capital Resources

     A primary source of operating capital for the quarter ended June 30,
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.  We are currently in the process
of an S-2 Registration, where some of the shares purchased in the
offering will be registered under the Securities Act, while others may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

     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

                                      10
<PAGE>

282,302 shares of stock.  All of the shares issued pursuant to the
debenture are included in the registration statement on Form S-2
mentioned above.

     As of June 30, 2005, cash totaled $437,898 as compared with
$706,367 of cash at March 31, 2005, resulting in a decrease of $268,469
in cash and cash equivalents for the quarter ended June 30, 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 second quarter we used $499,138 cash in
operations.  For the comparable period in the prior year, we had cash
totaling $358,382, while we used $95,910 cash in operations.

     Working capital was $348,814 at June 30, 2005, as compared with
working capital of $620,995 at March 31, 2005.  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 $87,900 per month as we continue to expand
headcount and operations.  Management estimates that future monthly cash
requirements will rise to approximately $90,000.  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 would 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 June 30, 2005, we did not engage in any
off-balance sheet arrangements.

                                      11
<PAGE>

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 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

                                      12
<PAGE>

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 June 30, 2005, the following securities
were sold by Trycera without registering the securities under the
Securities Act, except as otherwise previously reported:

  *  Pursuant to the terms of the Asset Purchase Agreement between
     Signature Credit Corporation and the Company, on May 2, 2005, we
     issued an additional 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 representing
     the shares.  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 stock issuance.  No underwriting
     discounts or commissions were paid in connection with the
     transaction.

  *  Pursuant to the terms of the Asset Purchase Agreement between
     Hawaii Direct Telephone and the Company, on June 14, 2005, we
     issued 40,000 shares of common stock to Hawaii Direct Telephone.
     The shares were issued without registration under the Securities
     Act

                                      13
<PAGE>

     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.  Hawaii Direct represented that it
     was an accredited investor as defined in Rule 501 of Regulation D.
     Hawaii Direct Telephone delivered appropriate investment
     representations with respect to the issuance and consented to the
     imposition of restrictive legends upon the certificate representing
     the shares.  It represented that it 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.  It
     represented that it had been afforded the opportunity to ask
     questions of our management and to receive answers concerning the
     terms and conditions of the stock issuance.  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

                                  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:  August 15, 2005                  By: /s/ Matthew S. Kerper
                                            Matthew S. Kerper, President
                                            (Principal Executive Officer)

Date:  August 15, 2005                  By: /s/ Bryan Kenyon
                                            Bryan Kenyon, Treasurer and
                                            Chief Financial Officer

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