UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                Form 10-KSB

(Mark One)
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2004

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ________ to __________

                     Commission File Number: 000-30872

                          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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, Par Value $.001

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 [ ]

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant'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.  [ ]

<PAGE>

The registrant's revenues for the twelve months ended December 31, 2004,
were $48,237.

The aggregate market value of the voting stock held by non-affiliates
of the registrant is approximately $1,461,726, computed by reference
to the price at which the common shares were sold.

At March 22, 2005, there were 6,194,802 shares of the registrant's
common stock outstanding.

Documents Incorporated by Reference:  None


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                             Table of Contents

PART I                                                                      4

  ITEM 1.   DESCRIPTION OF BUSINESS                                         4
  ITEM 2.   DESCRIPTION OF PROPERTY                                        12
  ITEM 3.   LEGAL PROCEEDINGS                                              12
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            12

PART II                                                                    13

  ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS       13
  ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION      14
  ITEM 7.   FINANCIAL STATEMENTS                                           17
  ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE                            18
  ITEM 8A.  CONTROLS AND PROCEDURES                                        18
  ITEM 8B.  OTHER INFORMATION                                              18

PART III                                                                   18

  ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT     18
  ITEM 10.  EXECUTIVE COMPENSATION                                         22
  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND            27
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 31
  ITEM 13.  EXHIBITS                                                       32
  ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                         34

SIGNATURES                                                                 35

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                                  PART I

                     ITEM 1.  DESCRIPTION OF BUSINESS

Background and Overview

     Trycera Financial, Inc. was incorporated under the laws of the
State of Nevada on May 10, 2000, under the name Whitelight
Technologies, Inc.  On June 14, 2004, we amended the articles of
incorporation to change the name to Trycera Financial, Inc.

     Prior to May 2004, we had no operating history.  In May 2004 we
retained the services of new management and commenced our financial
services and stored value products business.  Our operations are in
the startup phase of development.

     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.  These stored value products and services include:

  *  Association-branded (MasterCard, Visa) prepaid debit cards;
  *  Co-branded prepaid debit products;
  *  Private label credit products;
  *  Online payment solutions;
  *  Financial management tools and support; and
  *  Credit improvement programs and strategies.

     We are developing stored value products and services to deliver
prepaid financial tools, online payment solutions, financial
management services, and credit improvement strategies and programs.
These services will be delivered through the use of business partner
infrastructure and distribution partner systems.  Our stored value
products and services can be customized to meet the changing
requirements for specific customer demands.

     In addition to our core operations, we intend to actively target
additional financial services-related companies for acquisition.  In
November of 2004, we entered into an Asset Purchase Agreement with
Signature Credit Corporation, a California corporation.  The agreement
evidenced the acquisition of virtually all of the assets of Signature,
except its cash on hand and certain rights under excluded agreements.
In addition, we assumed Signature's obligations under certain
agreements.  Signature distributed financial products consisting of
its Classic Advantage Cards and the stored value MasterCards, and sold
general merchandise on spending limits to holders of these cards.  We
have incorporated the ongoing business of Signature into our own
business.  In connection with the purchase of the assets of Signature,
we entered into a ninety-day

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consulting agreement with Dave Margolin, the sole shareholder,
officer, and director of Signature, to provide us access to Mr. Margolin's
experience in regard to continuation of the business of Signature by us.
Mr. Margolin has agreed to provide a maximum of 125 hours of consulting
services per month.  The agreement provides for amonthly fee to
Mr. Margolin of $6,000 and a performance bonus equal to 20% of the monthly
net profit received by us from inquiries by potential customers into the
Signature website acquired by us or from active direct marketing
solicitations by us, excluding direct sales at retail locations and sales
to third party distributors.  The consulting agreement may be extended
for an additional ninety days by mutual consent of the parties.

     Management anticipates that such acquisitions would be funded
primarily using our authorized, but unissued shares of common stock.
We believe such acquisitions would provide additional stored value
products or financial services, and/or augment our current staff.

Stored Value and Financial Products and Services

     Overview

     We are engaged in, or in the process of developing, two areas of
focus, the first of which is to develop and implement programs either
internally or for outside customers to market, service, and support
stored value MasterCard and Visa branded debit and ATM cards.  Our
second core function is to develop and implement programs to market
and service catalog shopping cards for our customers.

     Consumer Based Stored Value Products

     A stored value card, also commonly referred to as a prepaid card,
is typically a credit card-sized piece of plastic encoded with certain
consumer information and pre-loaded with a particular monetary value.
Unlike credit cards, which draw their value from a line of credit, or
debit cards, which draw their value from a checking account, the value
on a prepaid card typically comes from money given to the company who
markets and/or issues the card prior to its use.  Prepaid cards take
many forms, including gift cards that can be used at a specific
merchant or mall, travel cards that can be used in the same way as
travelers' checks, payroll cards that can be used to access one's
wages, and "teen cards" that are marketed to those under 18 years to
access funds their parents load onto the card.  We intend to
concentrate our efforts on developing customized programs and brands
for clients who want to distribute prepaid cards through direct,
non-retail channels or developing our own prepaid card programs which
can likewise be marketed through direct, non-retail channels such as
direct mail advertising or online advertising.  We have developed and
are marketing one prepaid card with our own branding and intend to
launch a second card with our own brand during first quarter 2005.
Although we have marketed our services to outside customers, we have
not yet engaged any outside customers.

     Our services consist of the development of stored value products
and include brand creation, consumer fees structuring, securing bank
approvals, marketing materials production, and web site creation.
Some of these services are performed by us in-house and some are
outsourced to others.  We will not provide card processing services
which generally consist of

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set-up and maintenance of the card and cardholder funds, transaction
authorization, processing, clearing and settlement of transactions,
cardholder dispute resolution, regulatory compliance, security and
fraud control, and activity reporting.  These services will be
performed for us by contract with a processing company.  The prepaid
cards will be issued by a financial institution authorized to issue
Visa or MasterCards.

     Our first prepaid card product, the Trycera Financial MasterCard
was launched in February 2005, and is marketed currently through
online channels.  This card was developed internally by us and not for
an outside customer.  Our second card, which we launched during the
last week in March of 2005, is the Mi Dinero Y Mis Suenos prepaid
MasterCard, which is a stored valued MasterCard that is marketed to
the Hispanic community through our Mi Dinero website and through MRG
Communications, a third party marketing company.  We also anticipate
marketing this product through direct mail advertising to Hispanic
communities in the United States.

     We are also marketing our services to prospective customers who
are located through leads generated from trade shows and conferences
or from personal contacts of management, or through contacts made by
management to selected companies.  However, we have not entered into
any arrangements or agreements with these potential customers for our
services.

     We have entered into an exclusive, renewable service agreement
with Galileo Processing, Inc. in which they have agreed to process all
of our authorization and settlement transactions for our prepaid
cards and to handle payments and adjustments to the cards.  They will
also maintain cardholder information, provide customer service,
implement fraud control processes and procedures, and provide related
services in connection with the prepaid cards.  We are obligated to
pay a minimum monthly fee for these services which is credited against
the fees payable to them by us for each processing transaction.
During the term of the agreement, Galileo is required to maintain in
effect errors and omissions insurance in the aggregate amount of
$2,000,000.  The agreement may be terminated by either party if the
other party becomes insolvent, if any of the representations or
warranties made by the other party in the agreement are inaccurate, if
new legal requirements are imposed on cards, if the issuing bank
ceases to issue the pre-paid cards, or if Galileo loses its
sponsorship with MasterCard as a certified third-party processor.  In
addition, Galileo may terminate the agreement if we fail to make our
monthly minimum on our customer accounts.

     In connection with our processing agreement with Galileo, we have
entered into a non-exclusive agreement with First Federal Savings
Bank of Midwest, doing business as Meta Payment Systems, to issue to
our customers the stored value Visa or MasterCards marketed by us.
This agreement permits us to offer the prepaid cards which are issued
by the bank.  The design of the prepaid cards will be developed by us
but will be subject to the bank's prior written approval.  In addition
to issuing the prepaid cards, the bank will be responsible for holding
and retaining cardholder funds until the funds are used by the
cardholders.  The bank is also responsible for maintaining at its own
expense a principal license with MasterCard, Visa, or any other card
network system for which it issues prepaid cards.  We have agreed to
pay the bank a monthly minimum fee or a fee based on the monthly gross
dollar value of card transactions, as well as transaction fees for
PIN-based or ATM transactions.  In return, the bank will distribute to

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us a percentage of the transaction fees collected from the card
holders.  The agreement requires us to maintain appropriate
comprehensive general liability insurance, errors and omissions, and
employee theft and dishonesty insurance policies with a limit of not
less than $1,000,000 per occurrence.  Either party may terminate the
agreement for cause.

     Within our business model, retail distribution involves the sale
of the stored value cards by us to a distributor, who in turn, will
place the cards in a retail store for sale to the end consumer.
Currently, we are seeking distributors for our products and have
secured a contract from one distributor, MRG Communications.  MRG
Communications has agreed to represent our prepaid products to
consumers by distributing product to retail channels that are
represented by convenience stores and small chain grocery outlets with
less than 100 locations nationwide.  The end user, the consumer in this
case, would be able to purchase the product in a retail establishment,
and upon completion of the card activation process, be entitled to
receive their stored value MasterCard in the mail within 7-10 business
days.  Upon receipt, the consumer can use the card anywhere MasterCard
is accepted and they can add more funds at anytime either through the
retailer or a variety of other methods, including direct deposit.  Our
role in this business cycle is that of a traditional wholesale company
where we provide products to a distribution channel that
are ultimately sold to a consumer.  Once the consumer activates the
stored value product, we begin a service relationship with that
consumer where we ensure the cardholders account is adequately
managed.

     We manage our customer accounts through a combination of daily
electronic reporting and transaction monitoring, reviewing the card
spending patterns, load volumes and spending frequency reports.  We
maintain a fully redundant dataset on a daily basis to ensure the
storage and availability of data retrieval.  Moreover, these reports
outline fraud scenarios and report suspicious activity such as high
dollar load transactions.  In addition, we are beginning to
subcontract personnel from our processor to review fraud transactions
and cross check our internal controls and management systems to be
certain that the maintenance of the cardholder accounts continues to
be administered to the documented guidelines.  As the number of
outstanding cards increases, we anticipate that these functions would
be outsourced to our processor.

     Catalog Shopping Cards

     With respect to our second core business, we own, distribute, and
service two catalog shopping card portfolios under the brand names of
Signature Credit and Tru Platinum.  Both of our catalog shopping cards
offer consumers an opportunity to buy goods and services out of
designated catalogs without paying in full at the time of purchase.
Consumers receive various catalogs from which they may elect to
purchase products, or they may shop from one of our two web sites.  In
our catalog card sales cycle, a cardholder will purchase merchandise
from a catalog by completing the required order forms and mailing in
the down payment.  This initial deposit covers the cost of goods,
while future payments pay down the outstanding receivable balances for
the catalog shopping cardholder and provide a profit source for our
company.  In most cases, the consumer is required to provide a down
payment of between 20% and 50% of the purchase price, with the balance
due in installments.  These cards are marketed directly to consumers via

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direct mail and will be offered as a cross promotional offering to
customers of our stored value products.  We manage the marketing and
design, customer service, and billing internally while we outsource
the direct mail advertising and the fulfillment of products purchased
by cardholders.  In the first quarter of 2005, we plan to launch
multiple direct mail campaigns to expand the reach of our catalog
shopping card network and grow the size of our customer base.

     We generated $23,987 in revenue from this channel in the year
ended December 31, 2004, and are actively involved in the further
development of this product and business segment.  To date we have
purchased mail lists from individual list brokers who specifically
target niche market segments.  We have then mailed customized offers
through the US Postal Service to each individual on the list supplied
by the brokers.  Those individuals who favorably respond to the offers
are then shipped a personalized catalog shopping card.  In addition to
the direct mail offerings, we have also developed and launched a
website on the world wide web that specifically markets the catalog
shopping card and the catalog products.  The website is not currently
marketed through postings on web traffic sites such as Google, Yahoo,
or Excite.  In fulfilling the orders associated with the revenues, we
have spent approximately $20,000 to fulfill the membership acceptances
and purchase orders through our mailings.  In addition, we have spent
an additional $74,000 in the direct mail marketing and online website
placement for the support of the memberships.

     Under the current catalog shopping card operations, the target
market consists of consumers with below average credit ratings.  Upon
acceptance of a catalog shopping card offer from us, the consumer pays
a membership acceptance fee and receives a private name brand catalog
shopping card along with the catalog or catalogs and/or website from
which an individual can purchase products.  The membership acceptance
fees vary by the specifics of a given offer, but typically range from
$49 to $79.  In addition, the individual may elect to pay an expedited
delivery fee, which is above the cost of the membership acceptance fee
and is always offered at $15.

     As a feature of our catalog shopping products, we do not charge
any interest rates to our customers on purchases from either the Tru
Platinum Card or the Signature Credit Classic Advantage Card.  Any
outstanding balances carried forward by our cardholders are done so on
a principal only basis.

     Competition

     Although the retail based stored value industry is still in its
infancy, considerable specialization has begun to occur with the end
result delivering a competitive landscape that can be broken into
three primary segments:  open, PIN-based semi-open, and closed loop
product offerings.  Most segments are filled with unique competitors
and an equally divergent collection of product offerings.

     The open segment of the market consists of a fragmented
collection of association branded prepaid debit card products.  The
common trait within this product segment is that all products carry
the Visa, MasterCard, American Express, or Discover brand on the front
of the card giving the product category unparalleled payment
acceptance.  Examples of companies who

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compete within the space are Next Estate Communications, Net Spend,
One Global Finance, and ITC Financial Services.  Many of these
companies share common traits including: well-developed proprietary
infrastructure, substantial investment in internal IT resources,
significant and/or continual venture capital backing, profitability,
and direct relationships with the associations, such as Visa and
MasterCard.

     Within the context of the stored value space, "PIN-based or
semi-open loop" traditionally refers to a category of products that do
not carry a major association branded (Visa, MasterCard, American
Express,  Discover) on the front of the card.  These cards are
affiliated with the Cirrus, Maestro, or Plus networks and are accepted
as payment at debit-enabled merchant locations.  Unlike an open loop
product, a PIN-based product cannot be used for online commerce.
Several dozen small companies have emerged in this semi-open segment,
evolving from the precursor industry of prepaid phone cards.  Included
on the list would be companies such as Air Time Technologies, I2C, and
Morgan Beaumont, among others.

     Closed-loop product offerings make up the largest collective
segment of the stored value industry in terms of cards issued and
transactional volume.  Cards within this segment tend to be focused on
specific use applications within a single organization or structure.
The common trait among these products is that they carry no direct
payment affiliation to the debit or credit network, and typically are
designed as a replacement for paper gift certificates or in limited
cases to access merchant specific online content.  Common examples
include:  the Starbucks gift card and Dave & Busters game card.  There
are several entrants within this space, most of which are competing
only for their own gift card business.  Notable providers within the
space are Stored Value Systems, Value Link, AT&T, and others.

     There is a growing degree of competition among companies seeking
to acquire interests in stored value and financial services companies
such as those we may target for acquisition.  A large number of
established and well-financed entities, including large banking and
financial institutions, stored value distributors and aggregators and
venture capital firms, are active in acquiring interests in companies
that we may find to be desirable acquisition candidates.  Many of
these entities have significantly greater financial resources,
industry expertise and managerial capabilities than do we.
Consequently, we may be at a competitive disadvantage in negotiating
and executing possible acquisitions of these entities as competitors
may have easier access to capital than do we.  Although
entrepreneur-founders of privately held stored value and financial
services companies may place greater emphasis on the ease of access to
capital than on obtaining the management skills and industry expertise
that we can provide, management believes that it offers unique and
attractive set of benefits, including the ability of the founders and
management to preserve their business culture and identity while
leveraging the strengths of an acquired company.

     In addition, each of the prospective acquired companies will
undoubtedly face significant competition in their individual markets.
We believe competition will continue to grow both from new entrants to
the market as well as from existing participants, such as banks
expanding the breadth of their services into the markets currently
underserved.

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     We believe that competition in the stored value products and
services market is based upon the following factors:

  *  Addressing the needs of underserved and unbanked customers;
  *  Program flexibility for user-specific needs;
  *  Responsiveness to customer demands;
  *  Easy product distribution access and usage (i.e. online,
     telephone, retail, etc);
  *  Stored value expertise;
  *  Brand recognition and geographic presence; and
  *  Price.

     It can be assumed that we and any acquired company will compete
with numerous large companies that have substantially greater market
presence and financial, technical, marketing and other resources than
we have, such as Next Estate Communications, Net Spend, One Global
Finance, WildCard Systems and ITC Financial Services.  These
competitors include (i) large stored value product and service
providers; (ii) national, regional and local networked retail prepaid
service providers who have stored value services divisions;
(iii) fully integrated on-line services companies; and (iv) major
venture-backed stored value firms.  Many of our competitors expanded
their product and/or service offerings over the past year and
increased their focus on new product development and delivery, thus
increasing the number of organizations that are providing products and
services similar to ours.

     As a result of continued competition, we expect to encounter
product or pricing pressure, which in turn could result in reductions
in the average selling price of our products and services.  There can
be no assurance that we will be able to offset the effects of any
such price reductions through an increase in the volume of product
sales, higher revenue from new products or services, cost reductions
or otherwise.  In addition, we believe that continuing awareness and
expansion in the stored value products and services industry could
result in increased price pressure and other competition in the
industry.

     Regulatory Environment

     As the stored value industry continues to grow, we can expect
regulatory oversight to expand accordingly.  Currently, various states
are investigating the feasibility of clarifying existing regulations
for stored value products.  Although there may be additional
regulations at both the state and federal level, outlined below are
the key risks associated with the stored value industry:

  *  State laws:  States such as Pennsylvania and Maryland are
     proactive in defining and regulating the stored value industry
     and serve as benchmarks for other states currently in the process
     of defining the regulatory aspects of the emerging industry.
     These laws are designed to protect consumers and regulate the
     legitimate businesses in conducting business in the stored value
     space.  On a state-by-state basis, each state may elect to
     further refine the regulatory scope and enact new laws to manage
     stricter compliance in the growing stored value arena.

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  *  Money transmitter laws:  Many states engage in the regulation of
     the transfer or transmittal of money.  Oftentimes this type of
     transaction is regulated by the state banking authorities to
     ensure consumer protection.  As stored value makes an increased
     presence in the transactional marketplace, it could be expected
     that further regulatory guidelines will be established to monitor
     industry compliance.

  *  Patriot Act:  This law was enacted by the United States'
     government to provide further investigative tools to Justice
     Department authorities attempting to prevent acts of terrorism.
     This legislative action is a potential risk for the stored value
     industry as new laws governing information collection could be
     further changed.  Under the auspices of current law, the Patriot
     Act regulates the submission of appropriate personal
     identification for applications on all non-anonymous stored value
     products.  As an extension of the Patriot Act, there is a
     subsequent Bank Secrecy Act, which may pose a future risk as the
     regulatory climate changes in response to further refining the
     existing laws.

     Intellectual Property

     We are committed to protecting our interests through the
application of appropriate trademarks, patents or rights.  Though we
currently do not have any of the aforementioned protections, we are
seeking such protections with regard to newly developed products in
our consumer-based stored value and catalog shopping card business
segments.  As we further develop products, processes or methods, we
will continue to actively pursue the necessary protections.

Strategic Acquisitions

     Management is seeking potential acquisition candidates.  In
November 2004, we closed an asset purchase agreement with a direct
mail organization and continue to court potential acquisition targets
based on the criteria outlined below.  Aside from the asset purchase
agreement, we currently have no other binding agreements.

     Selection Criteria for Acquisition Targets

     Prospective acquisitions will be selected for their
profitability, product synergy, market position, and customer base and
for their experienced management teams.  We will attempt to negotiate
acquisition terms which will limit financial risk to our shareholders
by setting specific performance milestones in order for the target
company's owners to receive full purchase consideration.

     Management intends to consider a number of factors prior to
making any final decision as to whether to purchase a company or to
participate in any specific business endeavor, none of which may be
determinative or provide any assurance of success.

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     Selection Process for Acquisitions

     The selection of a business opportunity in which to participate
is complex and risky.  Additionally, as we have only limited resources
available to us, it may be difficult to find good opportunities.
There can be no assurance that we will be able to identify and acquire
any additional business opportunity based on management's business
judgment.

     We are unable to predict the time as to when and if we may
actually participate in any specific business endeavor.  We anticipate
that proposed business ventures will be made available to us through
personal contacts of directors, executive officers and stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community, attorneys, and others
who may present unsolicited proposals.  In certain cases, the Company
may agree to pay a finder's fee or to otherwise compensate the persons
who submit a potential business endeavor in which the Company
eventually participates.  Such persons may include our directors,
executive officers, beneficial owners or our affiliates.  In this
event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of
interest for such individuals.  Our directors and executive officer
have not used any particular consultants, advisors or finders on a
regular basis to locate potential business opportunities.

     The possibility exists that we may acquire or merge with a
business or company in which our executive officers, directors,
beneficial owners or our affiliates may have an ownership interest.
Our current policy does not prohibit such transactions.  Because no
such transaction is currently contemplated, it is impossible to
estimate the potential pecuniary benefits to these persons.

Employees

     At March 16, 2005, we had five full-time employees, namely our
CEO and President, Matt Kerper, our CFO, Bryan Kenyon and three other
team members whose roles include:  Director of Programs and
Compliance, Director of Accounting and Consumer Products Channel
Manager.

                     ITEM 2.  DESCRIPTION OF PROPERTY

     Our administrative offices and headquarters, consisting of
approximately 1,500 square feet of office space, are located at 170
Newport Center Drive, Suite 210, Newport Beach, California.  We
sublease this office space from Cygni Capital LLC, a corporation
affiliated with Eric Chess Bronk, one of our shareholders, on a
three-year sublease for $3,695 per month.

                        ITEM 3.  LEGAL PROCEEDINGS

     No legal proceedings are reportable pursuant to this item.

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       ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of shareholders of the
Company during the fourth quarter of the fiscal year ended December 31,
2004.

                                  PART II

     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     There is no established trading market for our common stock.  We
have filed an S-2 Registration statement and plan to apply to the OTC
Bulletin Board for quotation of our common stock, but there is no
assurance when, or if, such application will be approved.

     At March 22, 2005, we had 2,681,250 shares of our common stock
which were subject to outstanding options to purchase these shares.
At March 22, 2005, we had no other shares of our common stock which
were subject to outstanding warrants or securities convertible into
our common stock, except for 112,500 shares to be issued to Signature
Credit Corporation on May 2, 2005, pursuant to the terms of the Asset
Purchase Agreement dated November 2, 2004.

     On December 27, 2004 we filed a registration statement on Form
S-2 to register for resale 3,619,637 shares of our outstanding common
stock for selling securities holders.  We have agreed to register
382,302 shares received by Trymetris Capital Fund I, LLC in the
issuance and conversion of a debenture issued to this fund.  These
shares are included in the registration statement filed by us on Form
S-2.  In addition to the registration of these shares in this
registration statement, we have granted the fund the right to demand
registration of the shares at any time in the future, provided that we
are not required to file more than one registration statement in any
twelve-month period.

Holders

     At March 22, 2005, we had 93 shareholders of record as reported
to us by our transfer agent.  We have appointed Interwest Transfer
Company, Inc., 1981 East 4800 South, Suite 100, Salt Lake City, UT
84117, to act as our transfer agent.

Dividend Policy

     Since our inception we have not paid any cash dividends on our
common stock and we do not anticipate that we will pay dividends in
the foreseeable future.

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Sales of Unregistered Securities

     During the year ended December 31, 2004, except as previously
reported by us in our quarterly reports on Form 10-QSB or current
reports on Form 8-K during the year, the following securities were
sold by us without registering the securities under the Securities
Act:

 *   On October 20, 2004, we granted 125,000 incentive stock options
     to our new programs and compliance director, Kimberly Miller.
     These five-year options were granted under our 2004 Stock
     Option/Stock Issuance Plan.  The options are exercisable at $.75
     per share.  The options were granted without registration under
     the Securities Act by reason of the exemption from registration
     afforded by the provisions of Section 4(6) and/or Section 4(2)
     thereof, and Rule 506 promulgated thereunder, as a transaction by
     an issuer not involving any public offering.  Ms. Miller
     represented that she was an accredited investor as defined in
     Rule 501 of Regulation D at the time of the grant.  Ms. Miller
     delivered appropriate investment representations with respect to
     the grants and consented to the imposition of restrictive legends
     upon the certificate representing the option.  She represented
     that she 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.  She represented that she had been afforded
     the opportunity to ask questions of our management and to receive
     answers concerning the terms and conditions of the option grants.
     No underwriting discounts or commissions were paid in connection
     with the transaction.

  *  On December 13, 2004, we granted a total of 200,000 options to
     our new director of accounting, Edmond Kim.  These five-year
     options were granted under our 2004 Stock Option/Stock Issuance
     Plan.  The options are exercisable at $.75 per share.  The
     options were granted without registration under the Securities
     Act by reason of the exemption from registration afforded by the
     provisions of Section 4(6) and/or Section 4(2) thereof, and Rule
     506 promulgated thereunder, as a transaction by an issuer not
     involving any public offering.  Mr. Kim represented that he was
     an accredited investor as defined in Rule 501 of Regulation D at
     the time of the grant.  Mr. Kim acknowledged he had access to the
     books and records, including filings made by us with the SEC.
     Mr. Kim delivered appropriate investment representations with
     respect to the grant and consented to the imposition of
     restrictive legends upon the certificate representing the option.
     He represented that he had not entered into the transaction with
     us as a result of or subsequent to any advertisement, article,
     notice, or other communication published in any newspaper,
     magazine, or similar media or broadcast on television or radio,
     or presented at any seminar or meeting.  He represented that he
     had been afforded the opportunity to ask questions of our
     management and to receive answers concerning the terms and
     conditions of the option grants.  No underwriting discounts or
     commissions were paid in connection with the transaction.

                                    14
<PAGE>

Purchases of Equity Securities

     There were no purchases made during the fourth quarter ended
December 31, 2004, by or on behalf of our company or any affiliated
purchaser of shares or other units of any class of our common stock.

  ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion should be read in conjunction with our
financial statements and related notes thereto as filed with the
Securities and Exchange Commission.

     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 and year ended December 31, 2004.

Results of Operations

     During the year ended December 31, 2004, we generated revenues of
$48,237 and incurred operating expenses of $865,864, including our
cost of goods sold of $41,139.  Our primary operating expenses for the
year ended December 31, 2004, were payroll and related taxes and
benefits ($227,729) and professional and consulting fees ($234,497).
Since operations commenced in May of the year ended December 31, 2004,
and no revenue was generated in 2003, there is no comparable data for
the prior year period.  These revenues were generated primarily from
our catalog shopping cards and consulting services.  Management has not
yet determined the amount of revenues and expenses estimated for 2005,
but anticipates that they will increase based upon the commencement of
operations during 2004.

Liquidity and Capital Resources

     As of December 31, 2004, cash totaled $974,658 as compared with
no cash or cash equivalents at December 31, 2003.  Cash used in
operations was $720,869 during the year ended December 31, 2004.
During the same period, cash flows used by investing activities
decreased

                                    15
<PAGE>

by $141,358 and cash flows from financing activities increased by
$1,828,637.  There were no comparable investing or financing
activities for the same period last year, and since operations
commenced in May of the year ended December 31, 2004, there is no
material comparable operating data for the same period in the prior
year.

     Working capital was $867,953 at December 31, 2004, as compared
with negative working capital of ($27,801) at December 31, 2003.  This
significant increase in cash flow from financing activities and
working capital was a result primarily of gross proceeds from a
private placement stock offering and proceeds from a convertible
debenture which generated a total of $1,700,000 in cash during the
year ended December 31, 2004.  The offering of our common stock was
conducted in the second, third and fourth quarters from approximately
June through November 2004.  We offered an aggregate of 2,000,000
shares at $.75 per share and realized gross proceeds of $1,500,000.
The second working capital contributor was the debenture, issued on
May 12, 2004.  The Company issued a convertible debenture.  The
debenture note was unsecured, bearing an interest rate of 10% per
annum and was paid in full on December 15, 2004.  At such time the
accrued interest associated with the note was $11,726, bringing the
total paid in full to $211,726, all of which was paid in converted
common stock at the agreed upon conversion price of $0.75 cents per
share.

     Management believes that with revenues generated from operations,
together with funds generated from the sale of our common stock, we
will have sufficient cash to satisfy existing operating cash needs and
working capital requirements during and 2005 and through at least
March 31, 2006.  Our monthly cash requirements have fluctuated between
$59,321 and $133,274, and management estimates that future monthly
cash requirements will be approximately $74,000.  Without generating
any additional revenues, we estimate that our cash on hand would meet
our cash flow requirements through at least January 31, 2006.  Any
additional funds from operations would likely extend this estimated
period.  We do not anticipate the immediate need for additional
funding from investors for operating funds.

     Additionally, we may continue to compensate employees with equity
incentives where possible and continue to utilize equity instruments
to compensate existing and new employees hired 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 year ended December 31, 2004, we did not engage in any
off-balance sheet arrangements.

                                    16
<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.

Subsequent Events

     The following events occurred subsequent to the year ended
December 31, 2004:

     Card Marketer Agreements

     MRG Communications entered into a card marketing and services
agreement with us on January 13, 2005.  MRG Communications plans to
sell our branded stored value products through their retail
distribution channels that are located throughout the United States.

     US Capital entered into a card marketing and services agreement
with us on March 15, 2005.  We will provide US Capital a customized
debit card program for US Capital customers, including program
development and ongoing support.

     Consulting Agreements

     On February 2, 2005, we elected to not extend the consulting
agreement of Dave Margolin beyond the initially agreed upon ninety day
term and the consulting agreement expired on that date.

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 our company

                                    17
<PAGE>

concerning future events and are subject to certain risks,
uncertainties and assumptions, including among many others the
following:  changes in the information technology industry; changes in
out-sourcing and off-shore operations; a general economic downturn; a
further downturn in the securities markets; our early phase of
operations; reliance on foreign suppliers and contractors; 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 7.  FINANCIAL STATEMENTS

     Our financial statements required by this item are set forth
immediately following the signature page of this annual report.

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                         AND FINANCIAL DISCLOSURE

     No information is reportable pursuant to this item.

                     ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

     Our principal executive officer and principal financial officer,
Matthew S. Kerper and Bryan W. Kenyon, respectively, have concluded,
based on their evaluation as of the end of the period covered by this
report, that our disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) are (1) effective to ensure
that material information required to be disclosed by us in reports
filed or submitted by us under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified
in the  rules and forms of the Securities and Exchange Commission, and
(2) designed to ensure that material information required to be
disclosed by us in such reports is accumulated, organized and
communicated to the management, including the principal executive
officer and principal financial officer, as appropriated, to allow
timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

     There were no changes in our internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
occurred during the most recent quarter that has materially affected,
or is 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,

                                    18
<PAGE>

there is only reasonable assurance that the Company's controls will
succeed in achieving their stated goals under all potential future
conditions.

                        ITEM 8B.  OTHER INFORMATION

     No information is reportable pursuant to this item.

                                 PART III

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Current Management

     The following table sets forth as of March 22, 2005, the name,
age, and position of our executive officers and directors:

                                                           Director
     Name                Age   Position(s)                 Since
     ----                ---   -----------                 --------
     Matthew S. Kerper   30    CEO, President & Director   2004
     Bryan W. Kenyon     33    CFO                          --
     Alan Knitowski      35    Chairman                    2004
     Luan Dang           33    Director                    2004
     Randy Cherkas       42    Director                    2004

     Directors are elected for a term of one year and until their
successors are elected and qualified.  Annual meetings of the
stockholders, for the selection of directors to succeed those whose
terms expire, are to be held at such time each year as designated by
the Board of Directors.  The Board of Directors has not selected a date
for the next annual meeting of shareholders.  Officers are elected by
the Board of Directors, which is required to consider that subject at
its first meeting after every annual meeting of stockholders.  Each
officer holds his office until his successor is elected and qualified
or until his earlier resignation or removal.

     Set forth below is certain biographical information regarding our
current executive officers and directors:

     Matthew S. Kerper was, from April 2002 until May 2004, Director
of Wholesale Distribution and Director of Reseller Distribution for
Next Estate Communications, a leading provider of prepaid MasterCard
cards and stored value solutions.  From April 2000 until January 2002
he was vice-president of electronic commerce for PayStar Corporation,
a distributor of telecommunications and stored value products.  From
January 2000 until December 2000 he was vice-president of operations
for PAIDCard, a company which developed a prepaid credit card.  In
1999 he was CEO of Gut Boyz, Inc. which was a national distributor of
causal apparel.  In 1997, Mr. Kerper received a Bachelor of Science
degree in Business Information Systems from the University of Phoenix
and in 2001 he received his M.B.A. from Pepperdine University's
Graziadio School of Business and Management.

                                    19
<PAGE>

     Bryan W. Kenyon, CFO was, from May 2002 until February 2004,
Director of Financial Planning and Analysis for Next Estate
Communications, a leading provider of prepaid MasterCard cards and
stored value solutions.  While in this position, he was responsible for
company activities relating to financial planning and business
analysis.  In addition Mr. Kenyon served as the liaison for
company-wide investor relations delivering business climate and
financial performance summaries to key stakeholders.  From February
2000 until May 2002 he was employed by Fluor Corporation, a global
engineering, construction, and procurement organization, as Finance
Manager for government services, Finance Manager for global IT, and
Senior Financial Analyst.  He had responsibility for management of
people and processes, including line of business overhead, capital
budgets, cost performance, and activity-based cost management.  Prior
to joining Fluor Corporation, Mr. Kenyon was employed by Baker Tanks
in the role of Manager of Business Analysis from November 1998 until
February 2000.  While working at Baker Tanks, a niche market equipment
rental and tank organization, Mr. Kenyon developed a broad knowledge
base in fixed price and complex contract financing and retail pricing
sensitivity modeling.  Mr. Kenyon received his bachelor's degree in
business administration/finance from California State University at
Fullerton in 1994.  He received his MBA from Pepperdine University in
2001.

     Alan S. Knitowski has been the chairman of our board since May 7,
2004.  He has also served as chairman of the board of Caneum, Inc., a
business process and information technology company, since June 11,
2003.  Since November 2000 he has been involved in a number of
companies in a number of ongoing capacities including:  advisory board
member of IntEnt Media Ventures, board member of Zentronix Pty Limited
(Australia) and angel investor in privately held technology, media,
biotechnology and energy companies.  From August 2000 to July 2003
Mr. Knitowski was co-founder and board member of Telverse Communications,
a next-generation advanced services ASP focused on wholesale
communications services for carriers, service providers and
value-added resellers, which was acquired by Level 3 Communications.
From November 2000 to March 2003 Mr. Knitowski was Director of
Marketing for the Voice Technology Group at Cisco Systems and was
responsible for business, market and community development, including
business planning and strategy for Cisco's global packet voice
initiatives.  In November 2000, Mr. Knitowski joined Cisco as part of
the Vovida Networks acquisition, where he served as founder, President
and CEO and led the company from idea conception in February 1999
through its eventual acquisition by Cisco.

     From December 2000 to October 2002 Mr. Knitowski was an investor
and board member of vCIS, a proactive software behavior analysis and
anti-virus security company, and helped negotiate and structure its
acquisition by Internet Security Systems.  Additionally, from April
1999 to October 2002 he was a founding board member of both the Open
Multimedia Protocol Alliance and the International Softswitch
Consortium, which were subsequently merged and scaled to nearly 200
companies prior to renaming itself to become the International Packet
Communications Consortium in 2003.  During his tenure at the
consortium, Mr. Knitowski served as its Vice Chairman, Co-Chair of its
Government Liaison Working Group and one of its external evangelists.

                                    20
<PAGE>

     Previously, Mr. Knitowski worked in various operational, line
management and consulting roles with The Results Group, from June 1998
to February 1999; Nortel Networks, from August 1996 to June 1998;
Hewlett-Packard, from May 1991 to September 1991; and the United
States Army, from September 1991 to August 1996, where he served as an
Airborne, Air Assault and Ranger qualified Captain in the Corps of
Engineers both domestically and abroad.  Mr. Knitowski received his
Bachelor of Science degree in industrial engineering in 1991 from the
University of Miami.  He received his Master of Science degree in
industrial engineering in 1992 from the Georgia Institute of
Technology, and his MBA in 1999 from the Haas School of Business at
the University of California at Berkeley.  He has delivered and
moderated general and executive sessions at various events and
conferences within the communications industry and has appeared on
both radio and television to discuss next-generation networking and
packet voice.

     Luan Dang was a director of engineering for Cisco Systems from
November 2000 until February 2005, overseeing the development of VoIP
products and strategies and the next generation SIP call control.
From February 1999 until November 2000 he co-founded and was employed
by Vovida Networks, a software development firm for VoIP, as CTO and
senior vice-president.  From 1999 to 2002, Mr. Dang served as a member
of the Technical Advisory Council for the International Softswitch
Consortium, which has become the International Packet Communications
Consortium.  In addition to filing two telephony patents for
voice-over-IP in 1999 and caller IP in 1998, he holds a patent on
display screen management apparatus in 1997.  Mr. Dang received his
Bachelor of Science degree in computer science from the University of
California at San Diego in 1992.  He received his Masters of Science
degree in computer science from Stanford University in 1996.  Mr. Dang
has been an honored speaker at national and international conferences
in the telecom industry, including acting as Chairman of the Media
Gateway Control 2000 Conference in La Defense, France.

     Randy Cherkas was a founder of GTS Prepaid, Inc., a distributor
of prepaid products, and has been its president since its inception in
April 2000.  He was the president of Global Telecommunication
Solutions, Inc., a telecommunications company, from September 1998
until November 1999, and was a director from February 1998 until
November 1999.  From February 1998 to August 1998, Mr. Cherkas served
as chief operating officer for Global.  Global Telecommunications
Solutions, Inc. filed for bankruptcy in October 2000.  In April 1994,
Mr. Cherkas founded Networks Around the World, Inc. ("NATW") and
served as its president until February 1998, when NATW was acquired by
Global Telecommunication Solutions, Inc.  He is a graduate of the
University of Pennsylvania's Wharton School and received his Bachelor
of Science degree in business in 1984.  Mr. Cherkas is also a member
of the board of directors and chairman of the Membership Committee for
the International Prepaid Communications Association (IPCA), a trade
association that serves the prepaid communications industry including:
phonecards, wireless, and other prepaid telecommunications carriers
and distributors.  He has been involved in developing prepaid programs
for such retail chains as A&P Supermarkets, Circle K, Wawa Food
Markets, Sunoco and 7-Eleven, as well as promotional programs for MTV
Networks, Pepsi, Kraft Foods and the Children's Miracle Network.

                                    21
<PAGE>

Board Committees and Advisors

     In May 2004 our board created an Audit Committee and a
Compensation Committee.  Randy Cherkas and Luan Dang currently serve
on each committee.  Mr. Cherkas is chair of the audit committee and
Mr. Dang is chair of the compensation committee.  Our board of
directors has determined that we do not have an audit committee
financial expert serving on our Audit Committee.  Our board has
determined that the need for an audit committee financial expert
during our initial phase of operations does not warrant the expense to
retain such an expert.

     In May 2004 the Board of Directors established an advisory board
to assist management in its business goals.  Jason Daggett was
appointed to the advisory board as its initial member.  As
compensation to him for accepting this appointment, we issued him
140,000 shares.

     On July 28, 2004, the Board of Directors created a Disclosure
Committee composed of our President, Chairman, and CFO.  The purpose
of the Disclosure Committee is to assist our principal executive
officer and the principal financial officer in fulfilling their
responsibility for oversight of the accuracy and timeliness of
disclosures made by us in our period reports.

Stockholder Communications

     We do not have a standing nominating committee; recommendations
for candidates to stand for election as directors are made by the
Board of Directors.  Our current policy is to permit security holders
to recommend candidates for election as directors and to provide for a
process for stockholders to send communications to the Board of
Directors.  Stockholders may send communications to the Board of
Directors by contacting our President, Mr. Kerper, in one of the
following ways:

  *  In writing at 170 Newport Center Drive, Suite 210, Newport Beach, CA
     92660;
  *  By e-mail at mkerper@trycera.com

     The President will submit each communication received to the
Board of Directors at the next regular meeting.

Compliance with Section 16(a) of the Exchange Act

     The following table identifies each person who, at any time
during the fiscal year ended December 31, 2004, was a director,
officer, or beneficial owner of more than 10% of our common stock that
failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year:

                                    22
<PAGE>

                                    Number of
                                 Transactions Not
                    Number of     Reported on a
Name               Late Reports    Timely Basis    Reports Not Filed
----               ------------  ----------------  -----------------
Matthew S. Kerper       2               2                 0
Luan Dang               1               1                 0
Alan Knitowski          2               2                 0
Randy Cherkas           2               1                 0

Code of Ethics

     On August 25, 2004, the Board of Directors adopted a Code of
Ethics.  The purpose of the Code of is to set the expectations of the
highest standards of ethical conduct and fair dealings.  The Code of
Ethics applies to our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions.

                     ITEM 10.  EXECUTIVE COMPENSATION

Compensation of Executive Officers

     Summary Compensation Table.  The following table sets forth
information concerning the annual and long-term compensation awarded
to, earned by, or paid to the named executive officers for all
services rendered in all capacities to our company for the years ended
December 31, 2004, 2003, and 2002:

<TABLE>
                          SUMMARY COMPENSATION TABLE
                                                                        Long-Term Compensation
                               Annual Compensation                  Awards                 Payouts
                        ----------------------------------  ----------------------  ---------------------
<S>               <C>   <C>       <C>         <C>           <C>         <C>         <C>      <C>
                                                                        Securities
                                                 Other      Restricted  Underlying
    Name &                                      Annual        Stock      Options/    LTIP     All Other
   Principal             Salary     Bonus     Compensation   Award(s)      SARS     Payouts  Compensation
   Position       Year    ($)        ($)          ($)          ($)         (#)        ($)        ($)
----------------  ----  --------  ----------  ------------  ----------  ----------  -------  ------------
Eric Chess Bronk  2004      0     $4,100 (2)       0            0          175,000     0          0
CEO (1)           2003      0         0            0            0             0        0          0
                  2002      0         0            0            0             0        0          0

Matthew S. Kerper 2004  $120,000      0        $10,000(3)       0        1,000,000     0          0
CEO               2003      0         0            0            0             0        0          0
                  2002      0         0            0            0             0        0          0

Bryan W. Kenyon   2004  $100,000      0         $6,000          0          750,000     0          0
CFO               2003      0         0            0            0             0        0          0
                  2002      0         0            0            0             0        0          0
__________
</TABLE>
     (1)  Mr. Bronk served as CEO from May 10, 2000, until May 7,
          2004, at which time Mr. Kerper was appointed President and
          CEO.
     (2)  On May 11, 2004, the board issued 410,000 shares of common
          stock to Mr. Bronk as a bonus for his prior services.  These
          shares were valued at $0.01 per share.

                                    23
<PAGE>

     (3)  On May 11, 2004, the board issued 1,000,000 shares of common
          stock to Mr. Kerper as consideration for accepting
          appointment as an officer and director of the company.
          These shares were valued at $0.01 per share.
     (4)  On May 11, 2004, the board issued 600,000 shares of common
          stock to Mr. Kenyon as consideration for accepting
          appointment as an officer and director of the company.
          These shares were valued at $0.01 per share.


     Option Grants Table.  The following table sets forth information
concerning individual grants of stock options to purchase our common
stock made to the executive officers named in the Summary Compensation
Table during the fiscal year ended December 31, 2004.

                      OPTIONS GRANTS IN LAST FISCAL YEAR
                             (Individual Grants)
<TABLE>
<S>                   <C>                   <C>                 <C>          <C>
                      Number of securities   Percent of total
                       underlying options   options granted to  Exercise or
                            granted         employees in last   base price
Name                          (#)              fiscal year       ($/Share)   Expiration date
--------------------  --------------------  ------------------  -----------  ---------------
Eric Chess Bronk             43,750                7%              $0.25      May 27, 2009
                             43,750                                $0.45
                             43,750                                $0.65
                             43,750                                $0.85
Matthew S. Kerper           250,000               37%              $0.25      May 27, 2009
                            250,000                                $0.45
                            250,000                                $0.65
                            250,000                                $0.85
Bryan W. Kenyon             187,500               28%              $0.25      May 27, 2009
                            187,500                                $0.45
                            187,500                                $0.65
                            187,500                                $0.85
</TABLE>

     Aggregated Option Exercises and Fiscal Year-End Option Value Table.
The following table sets forth certain information regarding stock
options exercised during the fiscal year ended December 31, 2004, and
held as of December 31, 2004, by the executive officers named in the
Summary Compensation Table.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<S>                  <C>              <C>           <C>                  <C>
                                                    Number of Securities
                                                        Underlying       Value of Unexercised
                                                    Unexercised Options  In-the-Money Options
                                                     at Fiscal Year-      at Fiscal Year-End
                                                          End(1)              End($)(1)
                                                    ------------------  ----------------------
                     Shares acquired  Value           Exercisable/           Exercisable/
       Name          on exercise (#)  realized ($)    Unexercisable          Unexercisable
-------------------  ---------------  ------------  ------------------  ----------------------
Eric Chess Bronk           -0-            -0-         29,166/145,834     $14,583/$24,792 (1)
Matthew S. Kerper          -0-            -0-        166,667/833,333     $83,333/$111,067 (1)
Bryan W. Kenyon            -0-            -0-        125,000/625,000     $62,500/$83,333 (1)
</TABLE>


                                    24
<PAGE>

     (1) At December 31, 2004, there was no public trading market for
our common stock.  The fair market value of the shares underlying the
unexercised options is computed for purposes of this table at $0.75
per share based on the last sale price of our shares in the latest
non-public offering of our stock in November 2004.  The last
one-quarter of the options granted to Messrs Kerper and Kenyon would
not have been in-the-money options at year-end.

Employment and Consulting Contracts

     On May 27, 2004, the Compensation Committee approved employment
agreements and compensation for Matthew S. Kerper as President and for
Bryan Kenyon as CFO.  The following description sets forth the
material individual terms of these agreements:

  *  Matthew S. Kerper.  The initial period of the employment
     agreement for Mr. Kerper is three years beginning May 10, 2004.
     He is required to devote his full time to the business of the
     company.  His base salary is $120,000 per annum.  He received a
     signing bonus of 1,000,000 post-split shares, which were
     previously issued by the Board of Directors on May 7, 2004, and
     options to purchase 1,000,000 post-split shares as additional
     compensation for entering into the agreement.

  *  Bryan Kenyon.  The initial period of the employment agreement for
     Mr. Kenyon is three years beginning May 26, 2004.  He is required
     to devote his full time to the business of the company.  His base
     salary is $100,000 per annum.  He received a signing bonus of
     600,000 post-split shares, which were previously issued by the
     Board of Directors on May 7, 2004, and options to purchase
     750,000 post-split shares as additional compensation for entering
     into the agreement.

     Each of the employment agreements contains the following
provisions which apply to each of the parties:

  *  The options were granted pursuant to our 2004 Stock Option/Stock
     Issuance Plan.

  *  The exercise price of the options granted to the employees is
     $0.25 of the first quarter of the options granted; $0.45 for the
     next quarter; $0.65 for the next quarter; and $0.85 for the final
     quarter granted.

  *  The options granted to the employees shall vest as follows:
     1/12th per quarter for each quarter of company revenue exceeding
     the previous quarter of revenue since his date of hire,
     independent of whether the revenue is generated from acquisition
     or non-acquisition business activities, 1/12th for each $250K in
     aggregate gross revenue growth from the day he commences work at
     the company, at the three year six month anniversary of his
     employment with the company, and/or immediately in the event of a
     Corporate Transaction, as defined in the 2004 Stock Option/Stock
     Issuance Plan.

  *  Mr. Kerper is eligible to receive an annual performance bonus
     between 25% and 100% of the then applicable base salary upon
     achievement of annual performance objectives payable either in
     cash or stock.  Mr. Kenyon is eligible to receive an annual
     performance

                                    25
<PAGE>

     bonus between 10% and 50% of the then applicable base salary
     upon achievement of annual performance objectives payable either
     in cash or stock.

  *  Each employee, together with his spouse and dependents, is
     entitled to participate in any employee benefit plans maintained
     by the Company of general applicability to other senior
     executives, including, without limitation, group medical, dental,
     vision, disability, life insurance, flexible-spending account,
     401(k) and other plans.

  *  The employee is entitled to three weeks paid vacation per year.

  *  Each agreement contains customary termination and confidentiality
     provisions.

Compensation of Directors

     Standard Arrangements for Outside Directors.  Directors are
permitted to receive fixed fees and other compensation for their
services as directors, as determined by our board of directors.  The
board has adopted a policy to compensate non-employee directors.  Each
such director receives options for each year of service.  At the
commencement of each year of service as a non-employee director, the
person receives options to purchase 25,000 shares.  The options are
exercisable at market value on the date of grant based upon the
average closing bid price for the ten trading days immediately
preceding appointment or the anniversary date.  The board also grants
annual options to purchase 10,000 shares for these directors to serve
on a committee of the board, and 5,000 shares to chair the committee.
These options vest as to 25% of the options per quarter, starting on
the date of grant.  They expire five years from the date of grant.

     Pursuant to our standard arrangements for outside directors, on
May 27, 2004, our board of directors granted to Alan S. Knitowski and
Luan Dang, two of our outside directors, stock options to purchase
50,000 shares each.  These options were granted in connection with
their appointments as directors and for their appointments to the
audit and compensation committees, and as chairmen of committees.  The
options were granted pursuant to our Stock Option/Stock Issuance Plan.
The options are exercisable at $0.25 per share and expire five years
from the date of grant.  The options vest at the rate of 25% at the
end of each three-month period from the date of grant.  Mr. Knitowski
resigned from the committees on September 22, 2004, and 18,750 of his
options lapsed as a result of his resignation.

     Also pursuant to our standard arrangements for outside directors,
on September 14, 2004, our board of directors granted to Randy
Cherkas, one of our outside directors, stock options to purchase
50,000 shares.  These options were granted in connection with his
appointment as a director and for his appointment to the audit and
compensation committees, and as chairman of the audit committee.  The
options were granted pursuant to our Stock Option/Stock Issuance Plan.
The options are exercisable at $0.75 per share and expire five years
from the date of grant.  The options vest at the rate of 25% at the
end of each three-month period from the date of grant.

     Other Arrangements.  On May 11, 2004, the board issued 1,000,000
shares of common stock to Mr. Kerper as consideration for accepting
appointment as an officer and director of the company.  These shares
were valued at $0.01 per share.  On May 11, 2004, the board issued

                                    26
<PAGE>

600,000 shares of common stock to Mr. Kenyon as consideration for
accepting appointment as an officer of the company.  These shares were
valued at $0.01 per share.  On May 11, 2004, the board issued 410,000
shares of common stock to Mr. Bronk as a bonus for his prior services,
including his services as a director from March 23, 2000, until his
resignation on May 7, 2004.  These shares were valued at $0.01 per
share.

       ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information furnished by
current management concerning the ownership of the common stock of our
company as of March 22, 2005, of (i) each person who is known to us to
be the beneficial owner of more than 5 percent of the common stock;
(ii) all directors and executive officers; and (iii) our directors and
executive officers as a group:

                                 Amount and Nature
Name and Address                 of Beneficial
of Beneficial Owner              Ownership (1)       Percent of Class

Matthew S. Kerper                1,116,752(2)           17.55%
170 Newport Center Drive
Suite 210
Newport Beach, CA   92660

Bryan Kenyon                       715,080(3)           11.31%
170 Newport Center Drive
Suite 210
Newport Beach, CA   92660

Alan Knitowski                     563,333(4)            9.03%
170 Newport Center Drive
Suite 220
Newport Beach, CA   92660

Luan Dang                          537,500(5)            8.62%
170 Newport Center Drive
Suite 210
Newport Beach, CA   92660

Randolph Cherkas                    91,667(6)            1.47%
7 Leeds Road
Moorestown, NJ   08057

                                    27
<PAGE>

Executive Officers and           3,024,332              45.86%
Directors as a Group
(5 Persons)

Jason Daggett                      625,635(7)           10.26%
Trymetris Capital Fund I, LLC
4080 Paradise Road, #15168
Las Vegas, NV   89109

Trymetris Capital Fund I, LLC      552,302(8)            8.92%
170 Newport Center Drive
Suite 220
Newport Beach, CA   92660
__________
     (1)  Unless otherwise indicated, this column reflects amounts as
to which the beneficial owner has sole voting power and sole
investment power.  At March 22, 2005, we had 6,194,802 shares
outstanding.
     (2)  Mr. Kerper holds vested options to purchase 166,667 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Mr. Kerper.
     (3)  Of the shares beneficially owned by Mr. Kenyon, 90,000 are
held of record by his children's trust controlled by Mr. Kenyon.
Mr. Kenyon holds vested options to purchase 125,000 shares which are
exercisable within sixty days.  The shares underlying these options
are included in the table and are considered to be outstanding for
purposes of computing the percentage interest held by Mr. Kenyon.
     (4)  Of the shares beneficially owned by Mr. Knitowski, 450,000
are held of record by a family trust controlled by Mr. Knitowski, and
67,500 by an IRA.  Mr. Knitowski also holds vested options to purchase
25,000 shares which are exercisable within sixty days.  A company of
which Mr. Knitowski is the president, holds vested options to purchase
20,833 shares which are exercisable within sixty days.  The shares
underlying these options are included in the table and are considered
to be outstanding for purposes of computing the percentage interest
held by Mr. Knitowski.
     (5)  Mr. Dang holds vested options to purchase 37,500 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Mr. Dang.
     (6)  Mr. Cherkas holds vested options to purchase 25,000 shares
which are exercisable within sixty days.  The shares underlying these
options are included in the table and are considered to be outstanding
for purposes of computing the percentage interest held by Mr. Cherkas.
     (7)  Of the shares beneficially owned by Mr. Daggett, 552,302 are
owned by Trymetris Capital Fund I, LLC, for which Mr. Daggett has
voting control over these shares and any investment by the fund in
Trycera shares.  An additional 65,000 shares are held in the name of
two separate corporations owned and controlled by Mr. Daggett.  In
addition, Mr. Daggett holds vested options to purchase 8,333 shares
which are exercisable within sixty days.  The shares

                                    28
<PAGE>

underlying these options are included in the table and are considered to be
outstanding for purposes of computing the percentage interest held by
Mr. Daggett.
     (8)  These shares are held of record in the name of the fund, but
are voted by Mr. Daggett, and therefore are also included the shares
beneficially owned by him above.

2004 Stock Option/Stock Issuance Plan

     On May 11, 2004, our Board of Directors adopted the 2004 Stock
Option/Stock Issuance Plan.  Our shareholders approved the plan
effective June 14, 2004.  The purpose of the plan is to provide
eligible persons an opportunity to acquire a proprietary interest in
our company and as an incentive to remain in the service of the
company.

     There are 5,000,000 shares of common stock initially authorized
for nonstatutory and incentive stock options and stock grants under
the plan, which are subject to adjustment in the event of stock
splits, stock dividends, and other situations.

     The plan is administered by our Compensation Committee, which is
composed of Luan Dang and Randy Cherkas, two of our directors.

     Participants in the plan are to be selected by the plan
administrator which is currently our Compensation Committee.  The
persons eligible to participate in the plan are as follows:
(a) employees of our company and any of its subsidiaries; (b) non-employee
members of the board or non-employee members of the Board of Directors
of any of its subsidiaries; and (c) consultants and other independent
advisors who provide services to our company or any of its
subsidiaries.  Options may be granted, or shares issued, only to
consultants or advisors who are natural persons and who provide bona
fide services to our company or one of its subsidiaries, provided that
the services are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for our securities.

     The plan will continue in effect until all of the stock available
for grant or issuance has been acquired through exercise of options or
grants of shares, or until May 1, 2014, whichever is earlier.  The
plan may also be terminated in the event of certain corporate
transactions such as a merger or consolidation or the sale, transfer
or other disposition of all or substantially all of our assets.

     Stock option awards under the plan consist of nonstatutory stock
options (NSOs) and incentive stock options (ISOs).  ISOs may be
granted only to employees of our company or one of its subsidiaries.

     The purchase price under each option is established by the plan
administrator, but in no event will it be less than 100% of the fair
market value of our common stock for ISOs and 85% for NSOs.  The price
applicable to any option holder who holds more than 10 percent of our
outstanding common stock will be 110% percent of fair market value.
The aggregate exercise price, plus applicable taxes, are due and
payable in cash or check on the date of the exercise of an option.
However, the plan administrator may permit payment of the total amount
due by a

                                    29
<PAGE>

full-recourse, interest-bearing promissory note; payroll
deductions in installments; shares of common stock valued at fair
market value on the date of exercise of the option; or through a
special sale and remittance procedure through a designated brokerage
firm.

     The plan administrator will fix the terms of each option, but no
option can be granted for a term in excess of 10 years.  The term of
such an option will not be longer than five years in the case of any
option holder who holds, on the date of the grant of an ISO, more than
10% of our outstanding common stock. Upon termination of services, the
option holder will have a limited time in which to exercise vested
options.  The plan administrator will not impose a vesting schedule
upon any options granted which provides for exercise of an option for
less than 20 percent of the shares subject to the option and with an
initial installment for vesting which is fixed for a longer period
than one year from the date of grant of the option.

     During the lifetime of the person to whom an option has been
granted, only that person has the right to exercise the option and
that person cannot assign, encumber or transfer any right to the
option.  Upon the death of the person to whom an option has been
granted, the option may be exercised only by those persons who inherit
from the holder of the option by will or under the applicable laws of
descent and distribution.

     The plan administrator has the authority, with the consent of the
option holder affected, to cancel outstanding options and to grant in
substitution therefore new options covering the same or a different
number of shares of common stock at an exercise price per share based
upon the fair market value per share of such stock on the date of the
grant of a new option.

     At the discretion of the plan administrator, the consideration
provided for the issuance of shares of common stock under the stock
issuance plan will be satisfied in one or more of the following ways,
or combinations thereof:  (a) in cash or check payable to us;
(b) issuing of a full-recourse promissory note; (c) payroll deductions
in installments; (d) past services rendered to us or one of our
subsidiaries; or (e) the agreement of a participant to accept
employment and the undertaking and performance of services with or to
us or one of our subsidiaries.

     Stock issued under the stock issuance plan may vest immediately
or upon terms established by the plan administrator, provided that at
least 20 percent of the total shares subject to a vesting schedule
will fully vest in each calendar year on the anniversary date of the
issuance of the shares.

     Irrespective of whether a participant's shares are vested or are
held in escrow, a participant to whom shares under the stock issuance
plan have been issued will have the right to vote those shares and to
receive any regular cash dividends paid on those shares.

     If employment with or service to us terminates for whatever cause
at a time when the participant holds unvested shares issued under the
stock issuance plan, those shares will be immediately surrendered to
us and cancelled.  In the event the participant paid for the shares
surrendered in cash or cash equivalent, the amount of that
consideration will be repaid.  In the event that the participant
furnished a promissory note in payment of shares surrendered, the
remaining balance of that note attributable to the surrendered shares
will be cancelled.  In the

                                    30
<PAGE>

sole discretion of the plan administrator,
the surrender and cancellation of any unvested shares issued under the
stock issuance plan may be waived at any time by the plan
administrator subject to such terms and conditions or on no terms and
conditions as the plan administrator may determine.

Equity Compensation Plan Information

     The following table sets forth as of the most recent fiscal year
ended December 31, 2004, certain information with respect to
compensation plans (including individual compensation arrangements)
under which our common stock is authorized for issuance:

<TABLE>
<S>                           <C>                      <C>                   <C>
                                                                             Number of securities remaining
                              Number of securities to  Weighted-average      available for future issuance
                              be issued upon exercise  exercise price of     under equity compensation plans
                              of outstanding options,  outstanding options,  (excluding securities reflected
                              warrants and rights      warrants and rights   in column (a) and (b))
                                        (a)                    (b)                         (c)
                              -----------------------  --------------------  -------------------------------
Equity compensation plans
approved by security holders        2,621,250                 $0.56                    2,378,750

Equity compensation plans not
approved by security holders             -0-                   -0-                         -0-

     Total                          2,621,250                 $0.56                    2,378,750
</TABLE>

         ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have had a number of related party transactions which may not
have been on terms as favorable as with unrelated parties.  As a
start-up venture, we have engaged in a significant number of
transactions with related parties that may not be deemed to have been
at arm's length, including the following:

  *  On May 12, 2004, we borrowed $200,000 from Trymetris Capital Fund I,
     LLC pursuant to the terms of a six-month 10% convertible
     debenture which we issued for the loan.  The debenture was
     convertible at $0.75 per share.  We also issued 100,000 shares of
     common stock as additional consideration for the loan and granted
     demand registration rights for the shares.  The Fund is managed
     by Trymetris Capital Management, LLC.  Alan S. Knitowski, our
     Chairman, is one of two managing members of this entity and holds
     an ownership interest in the Fund.  Jason Daggett, a member of
     our advisory committee and a shareholder named in Item 11 above,
     is the other managing member of this entity.  On December 15,
     2004, the loan was converted by the Fund and we issued 282,302
     shares in the conversion as full satisfaction of the amount owed
     pursuant to the debenture.

  *  On May 10, 2004, we entered into a renewable one-year joint
     consulting agreement with Cygni Capital LLC and Ecewa Capital LLC
     in which we agreed to pay $10,000 every thirty days for the
     services and, during the initial term, a finder's fee equal to 8%
     of any transaction plus five-year warrants to purchase shares
     equal to 8% of the securities subject to the transaction.  We
     also granted to Ecewa five-year options to purchase 125,000
     shares exercisable at the following prices:  31,250 at $0.25 per
     share; 31,250 at $0.45 per share; 31,250 at $0.65 per share; and
     31,250 at $0.85 per share.  These options vest at the rate of
     1/12th per quarter for each quarter our revenue exceeds the
     previous

                                    31
<PAGE>

     quarter and/or 1/12th for each $250,000 in aggregate gross revenue
     we have achieved since our inception.  Mr. Knitowski, our Chairman,
     is the president of Ecewa Capital.

  *  From November 2001 until March 2004, we borrowed $8,731 from
     Cygni Capital LLC.  Eric C. Bronk, the sole director and
     president of our company at the time, was president of Cygni
     Capital at the time of the loans.  Mr. Bronk resigned as an
     officer and director of our company on May 7, 2004.  The loans
     were repaid by us on May 18, 2004.

  *  From May 2000 until June 2003, we borrowed $20,123 from Rigel
     Funds Management, Ltd.  Eric C. Bronk, the sole director and
     president of our company at the time, was a director of this
     entity.  The loans were repaid by us on May 18, 2004.

  *  On May 24, 2004, Cygni Capital leased approximately 1,478 square
     feet of office space and sublet the space to us for $3,695 per
     month.  On May 27, 2004, we granted to Cygni Capital options to
     purchase 125,000 shares for prior consulting services.  These
     options are exercisable at $0.25 for the first 31,250, $0.45 for
     the next 31,250, $0.65 for the next 31,250, and $0.85 for the
     next 31,250.  Jason Daggett, a member of our advisory committee
     and a shareholder named in Item 11 above, was an owner member of
     Cygni Capital at the time the lease was negotiated and the
     options granted.

     These transactions may not have been or may not be on terms as
beneficial as could be obtained from unrelated parties.  In addition,
the related parties may have interests that differ from those of other
investors.  We may engage in additional related party transactions in
the future on less favorable terms than those offered by unrelated
parties.  These related party transactions would favor the interests
of the related parties over those of the other stockholders.

                            ITEM 13.  EXHIBITS

     The following exhibits are included as part of this annual
report:

Exhibit
No.       Description of Exhibit                                    Location
-------   ----------------------                                    --------
3.1       Articles of Incorporation, as amended June 14, 2004          (6)
3.2       Current Bylaws                                               (7)
4.1       Form of Common Stock Certificate                             (1)
4.2       2004 Stock Option/Stock Issuance Plan *                      (4)
4.3       Stock Acquisition Agreement dated November 2, 2004,          (9)
          with Dave Margolin, as amended
4.4       Stock Acquisition Agreement dated November 2, 2004, with     (9)
          with Victor Lee
10.1      Replacement Promissory Note dated May 18, 2002               (3)
10.2      Promissory Note dated November 2, 2001                       (2)
10.3      Promissory Note dated June 14, 2002                          (3)
10.4      Promissory Note dated December 31, 2002                      (3)
10.5      Debenture for $200,000 with Trymetris Capital Fund I, LLC    (4)
10.6      Consulting Agreement dated May 10, 2004, with Cygni          (4)
          Capital LLC and Ecewa Capital, LLC
10.7      Employment Agreement with Matthew S. Kerper *                (5)
10.8      Employment Agreement with Bryan Kenyon  *                    (5)

                                    32
<PAGE>

10.9      Asset Purchase Agreement dated November 2, 2004, with        (9)
          Signature Credit Corporation
10.10     Consulting Agreement dated November 2, 2004, with            (9)
          Dave Margolin
10.11     Signet Software Agreement dated November 2, 2004, with       (9)
          Dave Margolin and Daryl Rice
10.12     Service Agreement dated September 9, 2004, with Galileo   Attached
          Processing, Inc. (Confidential treatment has been
          requested for a portion of this exhibit)
10.13     Marketer Agreement dated October 5, 2004, with First      Attached
          Federal Savings Bank of Midwest (Confidential treatment
          has been requested for a portion of this exhibit)
14.1      Code of Ethics                                               (8)
23.1      Consent of Auditor                                        Attached
31.1      Rule 13a-14(a) Certification by Principal                 Attached
          Executive Officer
31.2      Rule 13a-14(a) Certification by Principal                 Attached
          Financial Officer
32.1      Section 1350 Certification of Principal                   Attached
          Executive Officer
32.2      Section 1350 Certification of Chief Financial
          Officer                                                   Attached
____________
          *    Management contract, or compensatory plan or arrangement
               required to be filed as an exhibit.

     (1) Incorporated by reference from the Company's registration
statement on Form 10-SB filed with the Securities and Exchange
Commission on July 21, 2000, File No.000-30872.
     (2) Incorporated by reference from the Company's annual report on
Form 10-KSB for the year ended December 31, 2001, filed with the
Securities and Exchange Commission on April 1, 2002, File No.
000-30872.
     (3) Incorporated by reference from the Company's annual report on
Form 10-KSB for the year ended December 31, 2002, filed with the
Securities and Exchange Commission on March 31, 2003, File No.
000-30872.
     (4) Incorporated by reference from the Company's periodic report
on Form 8-K dated May 7, 2004, filed with the Securities and Exchange
Commission on May 13, 2004, File No. 000-30872.
     (5) Incorporated by reference from the Company's periodic report
on Form 8-K dated May 26, 2004, filed with the Securities and Exchange
Commission on June 9, 2004, File No. 000-30872.
     (6) Incorporated by reference from the Company's periodic report
on Form 8-K dated June 14, 2004, filed with the Securities and
Exchange Commission on June 15, 2004, File No. 000-30872.
     (7) Incorporated by reference from the Company's quarterly report
on Form 10-QSB for the quarter ended June 30, 2004, filed with the
Securities and Exchange Commission on August 16, 2004, File No.
000-30872.
     (8) Incorporated by reference from the Company's periodic report
on Form 8-K dated August 25, 2004, filed with the Securities and
Exchange Commission on August 26, 2004, File No. 000-30872.

                                    33
<PAGE>

     (9) Incorporated by reference from the Company's periodic report
on Form 8-K dated November 2, 2004, filed with the Securities and
Exchange Commission on November 8, 2004, File No. 000-30872.

             ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     The aggregate fees billed for professional services rendered by
our principal accountant for the audit of our annual financial
statements, review of financial statements included in the quarterly
reports and other fees that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for
the fiscal years ended December 31, 2004 and 2003 were $10,067 and
$5,300, respectively.

Audit-Related Fees

     The aggregate fees billed for assurance and related services by
our principal accountant that are reasonably related to the
performance of the audit or review of the financial statements, other
than those previously reported in this Item 14, for the fiscal years
ended December 31, 2004 and 2003 were $11,927 and $-0-, respectively.

Tax Fees

     The aggregate fees billed for professional services rendered by
our principal accountant for tax compliance, tax advice and tax
planning for the fiscal years ended December 31, 2004 and 2003 were
$560 and $500, respectively.  These fees related to the preparation of
federal income and state franchise tax returns.

All Other Fees

     There were no other fees billed for products or services provided
by the principal accountant, other than those previously reported in
this Item 14, for the fiscal years ended December 31, 2004 and 2003.

Audit Committee

     Two of the four members on our Board of Directors functions as
our audit committee. All of the services described above in this Item
14 for the year ended December 31, 2004, were approved by the Audit
Committee.

                                    34
<PAGE>

                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   Trycera Financial, Inc.


Date: April 14, 2005               By: /s/ Matthew S. Kerper
                                       Matthew S. Kerper, President
                                      (Principal Executive Officer)

Date: April 14, 2005               By: /s/ Bryan W. Kenyon
                                       Bryan W. Kenyon, CFO
                                       (Principal Financial Officer, and
                                       Principal Accounting Officer)

     In accordance with the Exchange Act, this report has been signed
below by the following person on behalf of the registrant and in the
capacities and on the dates indicated.

Date: April 14, 2005               /s/ Matthew S. Kerper
                                   Matthew S. Kerper, Director

Date: April 14, 2005               /s/ Luan Dang
                                   Luan Dang, Director

Date: April 14, 2005               /s/ Alan S. Knitowksi
                                   Alan S. Knitowski, Director

Date: ________, 2005
                                   Randy Cherkas, Director



                                    35
<PAGE>

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Trycera Financial, Inc.

We have audited the accompanying balance sheets of Trycera Financial, Inc.
as of December 31, 2004 and 2003, and the related statements of income,
stockholders' equity, and cash flows for each of the years then ended.
These financial statements are the responsibility of the company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor were we engaged
to perform, and audit of its internal controls over financial reporting.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Trycera Financial, Inc.
as of December 31, 2004 and 2003, and the results of its operations and its
cash flows for each of the years then ended in conformity with accounting
principles generally accepted in the United States of America.


/s/ Chisholm, Bierwolf & Nilson LLC
Chisholm, Bierwolf & Nilson LLC

Bountiful, Utah
March 15, 2005

<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                              Balance Sheets

                                                      December      December
                                                      31, 2004      31, 2003
                                                     -----------   -----------

                                  Assets
Current Assets
  Cash                                               $   974,658   $      -
  Accounts Receivable                                     22,905          -
  Prepaid Expenses                                        13,305          -
  Interest Receivable                                       -              360
  Note Receivable - Related Party                           -            1,200
                                                      ----------    ----------
     Total Current Assets                              1,010,868         1,560

Property & Equipment, Net                                 21,358          -
                                                      ----------    ----------
Other Assets
  Deposits                                                 9,207          -
  Goodwill                                               115,000          -
  Intangible Assets                                        5,000          -
                                                      ----------    ----------
     Total Other Assets                                  129,207          -
                                                      ----------    ----------
     Total Assets                                    $ 1,161,433   $     1,560
                                                      ==========    ==========


                    Liabilities & Stockholders' Equity

Current Liabilities
  Accounts Payable                                   $    32,331   $    11,323
  Accounts Payable - Related Party                        19,090          -
  Accrued Expenses                                         8,782          -
  Interest Payable                                          -            7,004
  Line of Credit                                          20,000          -
  Note Payable - Related Party                              -           23,906
  Deferred Revenue                                        71,918          -
                                                      ----------    ----------
     Total Current Liabilities                           152,121        42,233

Commitments

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; 6,348,703 and 550,000 Shares
    Issued and Outstanding, Respectively                   6,348           550
  Additional Paid In Capital                           1,872,266        10,450
  Deficit Accumulated in the Development Stage          (869,302)      (51,673)
                                                      ----------    ----------
     Total Stockholders' Equity                        1,009,312       (40,673)
                                                      ----------    ----------
     Total Liabilities & Stockholders' Equity        $ 1,161,433   $     1,560
                                                      ==========    ==========

   The accompanying notes are an intregal part of these financial statements.
                                   F-2
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                         Statements of Operations

                                             December       December
                                             31, 2004       31, 2003
                                            -----------    -----------
Revenues
  Consulting                                $    24,000    $      -
  Catalog Shopping                               24,237           -
                                             ----------     ----------
                                                 48,237           -

Cost of Sales                                    40,819           -
                                             ----------     ----------
  Gross Profit                                    7,418           -

Expenses
  Depreciation                                    6,560           -
  Sales and Marketing                            84,480           -
  Technology Costs                               35,722           -
  Salaries and Wages                            230,417           -
  Professional Fees                             265,352           -
  General & Administrative                      131,471         10,602
                                             ----------     ----------
     Total Expenses                             754,002         10,602
                                             ----------     ----------
     Income (Loss) from Operations             (746,584)       (10,602)
                                             ----------     ----------
Other Income (Expenses)
  Interest Income                                 3,914            120
  Interest Expense                              (12,427)        (2,390)
  Impairment of Intangible Assets                60,000           -
                                             ----------     ----------
     Total Other Income (Expenses)              (68,513)        (2,270)
                                             ----------     ----------
     Income (Loss) Before Taxes                (815,097)       (12,872)

     Taxes                                       (2,531)          -
                                             ----------     ----------
     Net Income (Loss)                      $  (817,628)   $   (12,872)
                                             ==========     ==========

     Loss Per Common Share                  $      (.22)   $      (.02)

     Weighted Average Outstanding Shares,
      Retroactively Restated                  3,727,866        550,000

   The accompanying notes are an intregal part of these financial statements.
                                   F-3
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                    Statements of Stockholder's Equity
                 From January 1, 2003 to December 31, 2004

<TABLE>
<CAPTION>
                                                                                                      Accumulated
                                                                                                        From May
                                                                                                        10, 2000
                                                                                         Additional  (Inception) to
                                          Common Stock             Preferred Stock        Paid-In       December
                                       Shares       Amount       Shares       Amount      Capital       31, 2003
                                     ----------   ----------   ----------   ----------   ----------   -------------
<S>                                  <C>          <C>          <C>          <C>          <c>          <C>


Balance, January 1, 2003                550,000   $      550         -      $     -      $   10,450   $   (38,801)

Loss for the period ended
December 31, 2003                          -            -                                                 (12,873)
                                      ---------    ---------    ---------    ---------    ---------    ----------
Balance, at December 31, 2003           550,000          550         -            -          10,450       (51,674)


Forgiveness of Interest on Related
  Party Note                               -            -            -            -           7,705          -

Shares Issued for services
  at $.001 per share                  3,300,000        3,300         -            -          29,700          -

Shares Issued for cash pursuant to
  a private placement memorandum
  at $.75 per share                     367,067          367         -            -         274,933          -

Shares Issued for cash pursuant to
  a private placement memorandum
  at $.75 per share                   1,264,167        1,264         -            -         897,057          -

Shares issued for the acquisition of
  the assets of Signature Credit
  Corporation at $.75 per share         150,000          150         -            -         112,350          -

Shares issued for conversion of
  Debenture plus accrued interest
  at $.75 per share                     282,302          282         -            -         211,445          -

Shares Issued for cash pursuant to
  a private placement memorandum
  at $.75 per share                     435,167          435         -            -         211,445          -

Valuation of Stock Options                 -            -            -            -           2,687          -

Loss for the period ended
  December 31, 2004                        -            -            -            -            -         (817,628)
                                      ---------    ---------    ---------    ---------    ---------    ----------
Balance, December 31, 2004            6,348,703        6,348         -            -      $1,872,267   $  (869,301)
                                      =========    =========    =========    =========    =========    ==========
</TABLE>
   The accompanying notes are an intregal part of these financial statements.
                                   F-4

<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                         Statements of Cash Flows
<TABLE
<CAPTION>
                                                       For the Twelve Months Ended
                                                         December       December
                                                         31, 2004       31, 2003
                                                        -----------    -----------
<S>                                                     <C>            <C>
Cash Flows from Operating Activities
 Net Income (Loss)                                      $  (817,628)   $   (12,872)
  Adjustments to Reconcile Net Loss to Net Cash
  Provided by Operations:
    Depreciation and Amortization                             6,560           -
    Stock Issued for Services                                44,727           -
    Forgiveness of Related Party Interest                     7,705           -
    Impairment Loss on Intangible Assets                     60,000           -
    Stock Options Issued                                      2,687           -
  Change in Assets and Liabilities:
    (Increase) Decrease in Accounts Receivable              (22,905)          -
    (Increase) Decrease in Interest Receivable                  360           (120)
    (Increase) Decrease in Prepaid Expenses                 (13,304)          -
    (Increase) Decrease in Deposits                          (9,207)          -
    Increase (Decrease) in Accounts Payable                  21,008         10,602
    Increase (Decrease) in Accounts Payable - Related        19,090           -
    Increase (Decrease) in Interest Payable                    -             2,390
    Increase (Decrease) in Accrued Expenses                   9,341           -
    Increase (Decrease) in Deferred Revenue                  71,918           -
                                                         ----------     ----------
      Net Cash Provided (Used) by Operating Activities     (619,648)          -

Cash Flows from Investing Activities
  Acquisition of Property & Equipment                       (18,323)          -
  Acquisition of Businesses and Other                       (85,000)
  Proceeds received from Notes Receivable                     1,539           -
                                                         ----------     ----------
      Net Cash Provided (Used) by Investing Activities     (101,784)          -

Cash Flows from Financing Activities
  Proceeds from Issuance of Common Stock                  1,499,996           -
  Proceeds from Convertible Debenture                       200,000           -
  Proceeds from Line of Credit                               20,000           -
  Proceeds from Issuance of Related Party Note                 -              -
  Payments made on Related Party Notes                      (23,906)          -
                                                         ----------     ----------
      Net Cash Provided (Used) by Financing Activities    1,696,090           -
                                                         ----------     ----------
Net Increase (Decrease) in Cash and Cash Equivalents        974,658           -

Cash and Cash Equivalents at Beginning of Period               -              -
                                                         ----------     ----------
Cash and Cash Equivalents at End of Period              $   974,658    $      -
                                                         ==========     ==========

Cash Paid for:
  Interest                                              $      -       $      -
  Income Taxes                                                2,531           -
</TABLE>

   The accompanying notes are an intregal part of these financial statements.
                                   F-5
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 1 - CORPORATE HISTORY

Trycera Financial, Inc., (the "Company") was incorporated in Nevada on
May 10, 2000, under the name Whitelight Technologies, Inc., for the
purpose of seeking and consummating a merger or acquisition with a
business entity organized as a private corporation, partnership, or
sole proprietorship.  On July 16, 2004, the Company filed a
certificate of amendment with the state of Nevada changing the name to
Trycera Financial Inc.

Trycera Financial develops and markets a suite of stored value
products and catalog shopping cards.  Stored value products are 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.  We generate revenue by
selling our prepaid cards through sales channels that include the
following:  our own website, online marketing programs, third party
card marketers and a network of commissioned sales representatives.
Third party card marketers are best represented as companies or
organizations that resell our prepaid products through a contractual
agreement to share profits and costs with us.  Trycera Financial
markets its products in the United States and its protectorates.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A.   Basis of Accounting

     The Company uses the accrual method of accounting.

B.   Revenue Recognition

     The Company applies the provisions of SEC Staff Accounting
     Bulletin ("SAB") No. 104, Revenue Recognition in Financial
     Statements ("SAB 104"), which provides guidance on the
     recognition, presentation and disclosure of revenue in financial
     statements filed with the SEC.  SAB 104 outlines the basic
     criteria that must be met to recognize revenue and provides
     guidance for disclosure related to revenue recognition policies.
     In general, the Company recognizes revenue related to monthly
     contracted amounts for services provided when (i) persuasive
     evidence of an arrangement exists, (ii) delivery has occurred or
     services have been rendered, (iii) the fee is fixed or
     determinable and (iv) collectibility is reasonably assured.

     Within the Company's business, there are two key events that
     allow it to recognize revenue.  The first event is when a
     consumer purchases a catalog shopping card, and the second event
     is when a consumer purchases a prepaid or stored value product.
     With regard to the Company's catalog shopping business, it
     fulfills the first aspect of SAB 104 when a customer signs and
     returns one of the Company's membership offerings with the
     appropriate payment for membership.  The second aspect of SAB 104
     is met when the Company delivers the catalog shopping card to the
     consumer.  This takes place when the Company fulfills the
     membership agreement by sending the customer an enrollment
     package containing the catalog shopping card and a select number
     of product catalogs for future order placement.  The third and
     fourth criteria are satisfied because the membership price is
     fixed and known to the customer and payment for membership is
     collected in advance of issuing the membership package.  An
     alternative justification for

                                   F-6
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

     criteria four exists by virtue of the fact that the Company's
     fulfillment begins only after funds are verified by its bank,
     thus collectibility is reasonably assured.  In the case of
     purchases, sales are booked for the entire amount and the offset
     is to the accounts receivable, where the Company takes a reserve
     for bad debt.

     The merchandise portion of the Company's catalog business
     represents a portion of the sales that are booked for the catalog
     shopping line.  In terms of the Signature line, the membership
     income is based off a yearly membership fee and accordingly the
     Company books the entire amount of sales into a deferred revenue
     account and on a monthly basis the Company recognizes one month
     of revenue for each of twelve months until the entire membership
     is realized and satisfied.

     With regard to events related to purchases of stored value or
     prepaid card products, the Company has sold no such goods at this
     time.  When the Company begins to sell such stored value
     products, a customer who purchases a prepaid card product will
     pay an upfront acceptance fee in addition to paying some
     incremental value to add to the stored value card.  The Company
     will then collect the acceptance fee from the customer,
     satisfying criteria (i) under SAB 104 with a persuasive evidence
     of an arrangement.  Moreover, the funds have been prepaid by the
     customer and thus as outlined in criteria (iv) the collectibility
     is reasonably assured.  In both instances, the Company simply
     supplies a product or financial tool to a customer.  There are no
     unearned income ramifications since the funds are held in an
     FDIC-insured account by our partner Bank and not under the
     control of the Company.  The consumer may choose to spend or not
     spend the money on the stored value card, but the Company after
     the initial transaction has no obligation to provide future
     products.  The Company does host a customer service center to
     receive and resolve any issues that may arise out of the use of
     the prepaid card product.

     The consulting revenue the Company received was billed after
     satisfying the customers' requirement and which follows the
     criteria of SAB 104 more specifically relating to the delivery of
     services rendered as outlined in criteria (ii).

     The Company recognizes revenue from different sources, including:
     acceptance fees, product sales and consulting fees.  For the year
     ended December 31, 2004, the Company generated, $48,237, in
     total revenue, $15,446 through acceptance fee income, $24,000
     contributed from consulting income and the $8,791 through product
     sales income.

C.   Cash Equivalents

     The Company considers all short term, highly liquid investments
     that are readily convertible, within three months, to known
     amounts as cash equivalents.  The Company currently has no cash
     equivalents.

                                   F-7
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

D.   Property and Equipment

     Software and equipment as of December 31, 2004 and 2003 consists
     of the following and are recorded at cost:

                                           2004          2003
                                        ----------    ----------
     Computer Equipment                 $    8,917    $     -
     Software                               19,001          -
                                         ---------     ---------
     Total fixed assets                     27,918          -
     Accumulated Depreciation               (6,560)         -
                                         ---------     ---------
          Net Software and Equipment    $   21,358    $     -
                                         =========     =========

     Provision for depreciation of software and equipment is computed
     on the straight-line method for financial reporting purposes.
     Depreciation is based upon estimated useful lives as follows:

          Computer equipment     2 Years
          Software               2 Years

     Maintenance, repairs, and renewals which neither materially add
     to the value of the equipment nor appreciably prolong its life
     are charged to expense as incurred.

     Depreciation charged to operations was $6,560 and $0 for the
     years ended December 31, 2004 and 2003, respectively.

     In accordance with Financial Accounting Standards Board Statement
     No. 144, the Company records impairment of long-lived assets to
     be held and used or to be disposed of when indicators of
     impairment are present and the undiscounted cash flows estimated
     to be generated by those assets are less than the carrying
     amount.  At December 31, 2004, the value of the software acquired
     through the Signature Credit Corp agreement was decreased by
     $60,000 following an impairment test conducted by management, at
     December 31, 2003 no impairments were recognized.

E.   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 been considered in the fully diluted earnings per
     share calculation in 2003, however the effects of these stock
     equivalents are anti-dilutive in the 2004 period.

                                   F-8
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)



                                            For the Years Ended
                                               December 31,
                                            2004          2003
                                         ----------    ----------
     Basic Earnings per share:
        Income (Loss) (numerator)        $ (817,628)   $  (12,872)
        Shares (denominator)              3,727,866       550,000
                                          ---------     ---------
        Per Share Amount                 $     (.22)   $     (.02)

     Fully diluted Earnings per share:
        Income (Loss) (numerator)        $ (817,628)   $  (12,872)
        Shares (denominator)              4,180,366       550,000
                                          ---------     ---------
        Per Share Amount                 $     (.20)   $     (.02)

F.   Stock Options

     The Company has elected to measure and record compensation cost
     relative to stock option costs in accordance with SFAS 123,
     "Accounting for Stock-Based Compensation," which requires the
     Company to use the Black-Scholes pricing model to estimate the
     fair value of the options at the option grant date.

G.   Depreciation

     The cost of property and equipment is depreciated over the
     estimated useful lives of the related assets.  The cost of
     leasehold improvements is depreciated over the lesser of the
     length of the lease of the related assets for the estimated lives
     of the assets.  Depreciation is computed on the straight line
     method.

H.   Use of Estimates

     The preparation of the financial statements in conformity with
     generally accepted accounting principles, in the United States of
     America, require management to make estimates and assumptions
     that affect the amounts reported in the financial statements and
     accompanying notes.  Actual results could differ from those
     estimates.

I.   Fair Value of Financial Instruments

     The fair value of the Company's cash and cash equivalents,
     receivables, accounts payable and

                                   F-9
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

     accrued liabilities approximate carrying value based on their
     effective interest rates compared to current market prices.

J.   General and Administrative Costs

     General and administrative expenses include fees for office
     space, insurance, compensated absences, travel and entertainment
     costs.

K.   Income Taxes

     The Company utilizes the liability method of accounting of income
     taxes.  Under the liability method, deferred income tax assets
     and liabilities are provided based on the difference between the
     financial statements and tax basis of assets and liabilities
     measured by the currently enacted tax rates in effect for the
     years in which these differences are expected to reverse.
     Deferred tax expense or benefit is the result of changes in
     deferred tax assets and liabilities.

L.   Goodwill

     Goodwill represents the excess of the cost of assets acquired in
     the business combinations accounted for under the purchase method
     of accounting over the fair value of the net assets acquired at
     the dates of acquisition.  Prior to the adoption of SFAS 141 and 142,
     the excess price would be amortized using the straight-line
     method over ten years.  Effective January 1, 2002 goodwill will no
     longer be amortized but rather tested for impairment under the
     provision of SFAS 142.  As of December 31, 2004 there was no
     impairment of goodwill.

M.   Capital Structure and Security Rights

     Common Stock - The Company is authorized to issue 100,000,000
     shares of common stock, par value $.001 per share.  All common
     shares are equal to each other with respect to voting, and
     dividend rights, and are equal to each other with respect to
     liquidations rights.

     Preferred Stock - The Company has authorization to issue
     20,000,000 shares of preferred stock, par value $.001 per share.
     The Board of Directors will be authorized to establish the rights
     and preferences of any series of the preferred shares without
     shareholder approval.  At this time, the Board has not established
     a series of the preferred shares and no preferred shares have
     been issued.

NOTE 3 - NEW TECHNICAL PRONOUCEMENTS

In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets an amendment of APB Opinion No. 29", based on the
principle that exchanges of nonmonetary assets

                                   F-10
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 3 - NEW TECHNICAL PRONOUCEMENTS (continued)

should be measured based on the fair value of the assets exchanged.
The guidance in that opinion, however, included certain exceptions to
that principle.  This statement amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance.  This statement is
effective during fiscal periods beginning after June 15, 2005.  The
adoption of SFAS 153 is not expected to have a material impact on the
Company's financial statements.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real
Estate Time-Sharing Transactions an amendment of FASB Statements No.
66 and 67", to reference the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate
Time-Sharing Transactions".  This Statement also amends FASB Statement
No. 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that the guidance for (a) incidental
operations and (b) costs incurred to sell real estate projects does
not apply to real estate time-sharing transactions.  The accounting for
those operations and costs is subject to the guidance in SOP 04-2.
This statement is effective during fiscal years beginning after June 15,
2005.  The adoption of SFAS 152 is not expected to have a material
impact on the Company's financial statements.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs", an
amendment of ARB No. 43, Chapter 4 (SFAS 151), to clarify that
abnormal amounts of idle facility expense, freight, handling costs,
and wasted material (spoilage) should be recognized as current period
charges, and that fixed production overheads should be allocated to
inventory based on normal capacity of production facilities.  This
statement is effective for inventory costs incurred during fiscal
years beginning after June 15, 2005.  The adoption of SFAS 151 is not
expected to have a material impact on the Company's financial
statements.

In January 2003, the Emerging Issues Task Force ("EITF") issued EITF
Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables".  This consensus addresses certain aspects of accounting
by a vendor for arrangements under which it will perform multiple
revenue-generating activities, specifically, how to determine whether
an arrangement involving multiple deliverables contains more than one
unit of accounting.  EITF Issue No. 00-21 is effective for revenue
arrangements entered into in fiscal periods beginning after June 15,
2003, or entities may elect to report the change in accounting as a
cumulative-effect adjustment.  The adoption of EITF Issue No. 00-21
did not have a material impact on the Company's financial statements.

In January 2003, the FASB issued Interpretation ("FIN") No. 46,
"Consolidation of Variable Interest Entities".  Until this
interpretation, a company generally included another entity in its
consolidated financial statements only if it controlled the entity
through voting interests.  FIN No. 46 requires a variable interest
entity, as defined, to be consolidated by a company if that company is
subject to a

                                   F-11
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 3 - NEW TECHNICAL PRONOUCEMENTS (continued)

majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual
returns.  FIN No. 46 is effective for reporting periods ending after
December 15, 2003.  The adoption of FIN No. 46 did not have an impact
on the Company's financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities", which amends
and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities under SFAS No. 133.  SFAS No. 149 is effective for
contracts entered into or modified after September 30, 2003 and for
hedging relationships designated after September 30, 2003.  The
adoption of SFAS No. 149 will not have an impact on the Company's
financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity".  SFAS No. 150 changes the accounting guidance for certain
financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity by now requiring those
instruments to be reported as liabilities.  SFAS No. 150 also requires
disclosure relating to the terms of those instruments and settlement
alternatives.  SFAS No. 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is
otherwise effective at the beginning of the first interim period
beginning after June 15, 2003.  The adoption of SFAS No. 150 did not
have an impact on the Company's financial statements.

In December 2003, the SEC issued SAB No. 104.  SAB No. 104 revises or
rescinds portions of the interpretative guidance included in Topic 13
of the codification of staff accounting bulletins in order to make
this interpretive guidance consistent with current authoritative
accounting and auditing guidance and SEC rules and regulations.  It
also rescinds the Revenue Recognition in Financial Statements

Frequently Asked Questions and Answers document issued in conjunction
with Topic 13.  Selected portions of that document have been
incorporated into Topic 13.  The adoption of SAB No. 104 in December
2003 did not have an impact on the Company's financial position,
results of operations or cash flows.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based
Payment".  This Statement revises SFAS No. 123, "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees" SFAS No. 123(R) focuses
primarily on the accounting for transactions in which an entity
obtains employee services in share-based payment transactions.  SFAS
No. 123(R) requires companies to recognize in the statement of
operations the cost of employee services received in exchange for
awards of equity instruments based on the grant-date fair value of
those awards.  This Statement is effective as of the first reporting
period that begins after June 15, 2005.  The Company is currently
evaluating the provisions of SFAS 123(R) and the impact that it will
have on its share based employee compensation programs.

                                   F-12
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 4 - GOODWILL AND INTANGIBLE ASSETS

On November 2, 2004 the Company issued 150,000 shares of common stock
valued at $112,500 and paid cash in the amount of $115,000 for the net
assets of Signature Credit Corporation, valued at $112,500.  The excess
of the consideration paid over the value of the assets has resulted in
$115,000 that has been recorded as goodwill.

The Company has adopted SFAS No. 142,"Goodwill and Other Intangible
Assets".  Under SFAS No. 142, goodwill is no longer amortized, but is
tested for impairment at a reporting unit level on an annual basis and
between annual tests if an event occurs or circumstances change that
would more likely than not reduce the fair value of a reporting unit
below its carrying amount.  Events or circumstances which could trigger
an impairment review include a significant adverse change in legal
factors or in the business climate, and adverse action or assessment by
a regulator, unanticipated competition, a loss of key personnel, significant
changes in the manner of our use of the acquired assets or the
strategy for our overall business, significant negative industry or
economic trends or projected future results of operations.  At December 31,
2004, there was no impairment to goodwill.

NOTE 5 - RELATED PARTY TRANSACTIONS

During 2001, the Company loaned $1,200 to a corporation whose
president is a shareholder of the Company.  The receivable is
unsecured and bears interest at the rate of 10% per annum.  The note
receivable is due on demand.  As of March 31, 2004, the total accrued
interest receivable amount totaled $390.  On May 19, 2004, the Company
received a total of $1,590 in full satisfaction of the principal and
interest of the related party note.

On May 10, 2004, the Company entered into a contract with Cygni
Capital, LLC ("Cygni") to provide management and consultation
services.  The contract became effective May 15, 2004, and will
continue for one year.  The contract will automatically renew for an
additional six (6) month term, unless otherwise notified.  Cygni will
provide ongoing consulting services for $10,000 per month throughout
the contract term.

                                   F-13
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 6 - NOTE PAYABLE RELATED PARTY

The Company had issued several promissory notes to various corporations
whose officers and/or directors are shareholder of the Company.  The notes
were unsecured, bore an interest rate of 10% per annum and were due and
payable on demand.

On May 19, 2004, the Company paid a total of $23,906 in satisfaction of
all related party notes.  In accordance with AICPA Technical Practice
Aids, Practice Alert 00-1, "Accounting for Certain Equity Transactions,
Extinguishment of Related Party Debt," accrued interest of $7,705 was
forgiven by the note holders.  Accordingly, this amount has been charged
against additional paid-in-capital.

At December 31, 2004, the accrued interest associated with the various
notes was zero.


The following identifies the Company's note payable obligations:

                                                       December 31, December 31,
                                                          2004         2003
     Related party notes payable due on demand         -----------  -----------
       accruing interest at a rate of 10% per annum     $    -       $  23,906
                                                         --------     --------
          Totals                                        $    -       $  23,906
          Less Current Maturities                            -         (23,906)
                                                         --------     --------
          Total Long-Term Notes Payable                 $    -       $    -

                                                         ========     ========
NOTE 7 - INCOME TAXES

The Company has adopted FASB 109 to account for income taxes.  The
Company currently has no issues that create timing differences that
would mandate deferred tax expense.  Net operating losses would create
possible tax assets in future years.  Due to the uncertainty as to the
utilization of net operating loss carry forwards an evaluation
allowance has been made to the extent of any tax benefit that net
operating losses may generate.

The Company has incurred losses that can be carried forward to offset
future earnings if conditions of the Internal Revenue Codes are met.
These losses are as follows:

     Year of Loss      Amount       Expiration Date
     ------------     ---------     ---------------
         2000         $  21,617          2020
         2001             8,114          2021
         2002             9,070          2022
         2003            12,872          2023
         2004           817,628          2024

                                   F-14
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 7 - INCOME TAXES (continued)
                                               December 31,  December 31,
                                                   2004          2003
                                               ------------  ------------
Current Tax Asset Value of Net Operating Loss
Carryforwards at Prevailing Federal Tax Rate   $   304,225   $    18,086

Evaluation Allowance                              (304,225)      (18,086)

     Net Tax Asset                             $      -      $      -
                                                ==========    ==========

     Current Income Tax Expense                $      -      $      -
     Deferred Income Tax Benefit                      -             -

The Company has remaining cumulative net operating loss Carryforwards
at December 31, 2004 of $817,628 to be offset against future earnings.

NOTE 8 - OPERATING LEASES

On May 24, 2004, the Company entered into a lease agreement to lease
office space at 170 Newport Center Drive, Suite 210, Newport Beach,
California, 92660.  The company pays $3,695 per month for a 1,478
square foot office, for the period ended December 31, 2004.

An amendment to the lease was entered into on December 1, 2004 and
commenced December 13, 2004, wherein the rentable square feet
increased to 1,580.  The monthly lease payments also increased to
$4,195.  A lease deposit of $4,592 was required prior to the signing of
the lease.  The space the Company is leasing is sufficiently large
enough to accommodate all of its administrative needs.

Total Lease Commitments:    Year              Amount
                            ----    ---------------------------
                                    December 31,   December 31,
                                        2003           2004
                                    ------------   ------------
                            2005    $   50,340     $     -
                            2006        50,340           -
                            2007        37,755           -
                                     ---------      ---------
                           Total    $  138,435     $     -

Rent Expense for the period ended December 31, 2004 and the year ended
December 31, 2003 was $20,372 and 0, respectively.

                                   F-15
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 9 - STOCKHOLDERS' EQUITY

On November 2, 2004, the Company issued 150,000 shares of common stock
at a price of $.75 per share, for the acquisition of all of the fixed
assets, rights under leases of equipment and all rights related to the
business of Signature Credit Corporation ("SCC").  According, common
stock and additional paid-in capital have been charged $150 and
$112,350.

During the last quarter of 2004, the Company issued 282,302 shares of
common stock in satisfaction of a $200,000 convertible debenture note
and accrued interest in the amount of $11,726.  The common stock was
valued at $.75 share.  According, common stock and additional paid-in
capital have been charged $282 and $211,444.

On May 4, 2004, the board of directors approved a reverse stock split
at the rate of one share for each two (1:2) shares outstanding held by
shareholder at the effective time of the reverse split.  The Company
did not issue any fractional shares due to reverse split.  The effect
of the reverse split was retroactively applied to all prior issuances.

During the year ended December 31, 2004, the Company issued an
aggregate 2,066,401 shares of common stock pursuant to the private
offering.  Accordingly, common stock and additional paid in capital
have been charged $2,066 and $1,497,930, respectively.

During the quarter ended June 30, 2004, the Company issued a total of
3,300,000 shares of common stock to several individuals for services
rendered on behalf of the Company.  Accordingly, common stock and
additional paid in capital have been charged $3,300 and $29,700,
respectively.

On June 4, 2004, the board of directors authorized to undertake a
non-public offering of 2,000,000 shares of common stock at $.75 per
share to be sold pursuant to Rule 506 of Regulation D promulgated by
the Securities and Exchange Commission.  The private offering will
terminate September 15, 2004.

NOTE 10 - 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

                                   F-16
<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 10 - STOCK OPTION PLAN (continued)

following schedule summarizes the activity during the twelve month
period ending December 31, 2004:

                                                        2004 Stock Plan
                                                      -------------------
                                                                 Weighted
                                                                 Average
                                                      Amount of  Exercise
                                                       Shares     Price
                                                      ---------  --------
     Outstanding at January 1, 2004                        -         -
       Options Granted                                2,640,000  $    .56
       Options Exercised                                   -         -
       Options Canceled                                  18,750      -
                                                      ---------   -------
          Options Outstanding at December 31, 2004    2,621,250  $    .56
                                                      =========   =======

          Options Exercisable at December 31, 2004      451,500  $    .24
                                                      =========   =======


The Company, in accordance with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", $2,687
was recognized for the period ended September 30, 2004.  The fair
value of the option grant was established at the date of grant using
the Black-Scholes option pricing model with the following assumptions:

                                              December 31, 2004
                                              -----------------
     Five Year Risk Free Interest Rate              4.0%
     Dividend Yield                                  0%
     Volatility                                     .001%
     Average Expected Term (Years to Exercise)       1

     Employee stock options outstanding and exercisable under this
plan as of December 31, 2004 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         4.5         440,000      $ .26
     $0.75           425,000    $ .15         4.5          12,500      $ .15

NOTE 11 - CONVERTIBLE DEBENTURE - Related Party

On May 12, 2004, the Company issued a convertible debenture note
to a corporation that is a shareholder of the Company.  The unsecured
note bearing an interest rate of 10% per annum and was due and payable
on November 12, 2004.  The note was convertible into common stock at a
rate of $0.75 per share conversion.  On December 31, 2004, the Company
issued 282,302 shares of common stock in full satisfaction of the note
and the accrued interest in the amount of $211,726.

NOTE 12 - SUBSEQUENT EVENTS and CONTINGENCIES

The Company has entered two material agreements that serve as the
basis for collecting and distributing earned revenues for and on
behalf of the Company.

  Partner Name                    Date of Agreement  Purpose of Agreement
  ------------                    -----------------  --------------------
  Galileo Processing                 09/09/2004      Transactional processing
  Metabank/First Federal Savings     10/05/2004      Banking and membership

In conjunction with these disclosures, the Company has independently
submitted redacted agreements for review under the Freedom of Information
Act exclusion provisions.

                                   F-17