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

                                 Form 10-KSB/A-4

(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
$34,451.

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 6,307,302 shares of the registrant's common stock
outstanding.

Documents Incorporated by Reference:  None

                                EXPLANATORY NOTE

      Pursuant to Rule 12b-15 of the Rules and Regulations under the Securities
Exchange Act of 1934, this Amendment No. 4 on Form 10-KSB/A to the Annual Report
on Form 10-KSB of Trycera Financial, Inc. (the "Company") for the year ended
December 31, 2004, is being filed to (i) restate the Company's Condensed
Financial Statements (Audited) for the year ended December 31, 2004 and (ii)
revise related disclosures included in the Annual Report on Form 10-KSB.

      The Company is restating its annual financial statements for the year
ended December 31, 2004. The purpose of this restatement is to reflect the
application of the appropriate accounting principles for the recognition of
acceptance income from the Tru Platinum business line during this period. The
restatement primarily involves a deferral of the acceptance income by
recognizing it over a life of twelve months. As restated, the Company's
financial results for the year ended December 31, 2004, reflect a reduction in
revenues of $9,068 and net income of $9,068. See Note 12, "Restatement," of the
Notes to Audited Condensed Financial Statements for a more complete discussion
of the restatement.

      This amendment No. 4 amends Part II, Item 6 of the Annual Report on Form
10-KSB for the year ended December 31, 2004. This amendment No. 4 continues to
reflect circumstances as of the date of the original filing of the Annual Report
on Form 10-KSB, and the Company has not updated the disclosures contained
therein to reflect events that occurred at a later date, except for items
relating to this restatement.

                                     PART II

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.
<PAGE>

      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 $34,541
and incurred operating expenses of $787,587 including our cost of goods sold of
$40,954. Our primary operating expenses for the year ended December 31, 2004,
were payroll and related taxes and benefits ($230,417) and professional and
consulting fees ($284,102). Since operations commenced in June 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 $634,648
during the year ended December 31, 2004. During the same period, cash flows used
by investing activities decreased by $86,784 and cash flows from financing
activities increased by $1,696,090. There were no comparable investing or
financing activities for the same period last year, and since operations
commenced in June 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.
<PAGE>

      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.

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.
<PAGE>

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.

      Universal Express entered into a card marketing and services agreement
with us on March 23, 2005. We will provide Universal Express a Company and
association-branded debit card solution for Universal Express 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
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.
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

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

                                    PART III

ITEM 13.  EXHIBITS

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

<TABLE>
<CAPTION>
       Exhibit No.         Description of Exhibit                                              Location
       -----------         ----------------------                                              --------
<S>                        <C>                                                                   <C>
         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, with              (9)
                           Dave Margolin, as amended
         4.4               Stock Acquisition Agreement dated November 2, 2004, with              (9)
                           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)
         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               (10)
                           Processing, Inc. (Confidential treatment has been requested
                           for a portion of this exhibit)
         10.13             Marketer Agreement dated October 5, 2004, with First Federal          (10)
                           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 Executive Officer            Attached
         32.2              Section 1350 Certification of Chief Financial Officer                Attached
</TABLE>
<PAGE>

----------
      * 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.

      (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.

      (10) Incorporated by reference from the Company's 2004 annual report on
Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2005,
File No. 000-30872.


<PAGE>

                                   SIGNATURES

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

                                          Trycera Financial, Inc.

Date:  December 12, 2005                  By: /s/ Matthew S. Kerper
                                             -------------------------------
                                             Matthew S. Kerper, President
                                             (Principal Executive Officer)


Date:  December 12, 2005                  By: /s/ Bryan W. Kenyon
                                             -------------------------------
                                             Bryan W. Kenyon, CFO (Principal
                                             Financial Officer, and Principal
                                             Accounting Officer)
<PAGE>

                             Trycera Financial, Inc.
                    (Formerly Whitelight Technologies, Inc.)
                              Financial Statements
                                December 31, 2004
                                       and
                                December 31, 2003


<PAGE>
                [LETTERHEAD OF CHISHOLM, BIERWOLF & NILSON, LLC]

             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.

As discussed in Note 12 to the financial statements, there were errors in
reporting the Company's revenue and deferred revenue that were discovered by
management as a result of a regulatory review. Accordingly, the financial
statements have been restated to correct the errors.

/s/ Chisholm, Bierwolf & Nilson LLC

Chisholm, Bierwolf & Nilson LLC
Bountiful, Utah
March 15,2005 except for notes 2 (b), 2 (e), 7, and 12 dated October 18, 2005


           A Member of the AICPA, UACPA and Registered with the PCAOB
<PAGE>

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

                                                        December       December
                                                        31, 2004       31, 2003
                                                       ----------     ----------
                                                       (Restated)
Customer Funds Clearing
Current Assets
     Cash                                              $  974,658     $       --
     Accounts Receivable, net                              21,425             --
     Prepaid Expenses                                      13,305             --
     Interest Receivable                                       --            360
     Note Receivable - Related Party                           --          1,200
                                                       ----------     ----------
           Total Current Assets                         1,009,388          1,560

Property & Equipment, net                                   8,608             --

Other Assets
     Deposits                                               9,207             --
     Definite Life Intangible Assets, net
                                                          109,418             --
                                                       ----------     ----------

           Total Other Assets                             118,625             --
                                                       ----------     ----------

           Total Assets                                $1,136,621     $    1,560
                                                       ==========     ==========

                       Liabilities & Stockholders' Equity

Current Liabilities
     Accounts Payable                                    $ 32,331       $ 11,323
     Accounts Payable - Related Party                       4,090             --
     Accrued Expenses                                       8,782             --
     Interest Payable                                          --          7,004
     Line of Credit                                        20,000             --
     Note Payable - Related Party                              --         23,906
     Customer Funds Clearing                                1,267             --
     Deferred Revenue, net                                 83,093             --
                                                         --------       --------

           Total Current Liabilities                      149,563         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; 6,307,302 and 550,000 Shares
       Issued and Outstanding, Respectively                  6,307          550
     Additional Paid In Capital                          1,891,057       10,450
     Accumulated Deficit                                  (910,306)     (51,673)
                                                       -----------  -----------
           Total Stockholders' Equity                      987,058      (40,673)
                                                       -----------  -----------
           Total Liabilities & Stockholders' Equity    $ 1,136,621  $     1,560
                                                       ===========  ===========

    The accompanying notes are an integral part of the financial statements.


                                       2
<PAGE>

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


                                                     December         December
                                                     31, 2004         31, 2003
                                                   -----------      -----------
                                                   (Restated)
Revenues
       Consulting                                  $    24,000      $        --
       Catalog Shopping                                 10,451               --
                                                   -----------      -----------
                                                        34,451               --

Cost of Sales                                           40,954               --
                                                   -----------      -----------
     Gross Profit                                       (6,503)              --

Expenses
   Depreciation and Amortization                        14,893               --
   Sales and Marketing                                  84,480               --
   Technology Costs                                     35,722               --
   Salaries and Wages                                  230,417               --
   Professional Fees                                   284,102               --
   General & Administrative                            131,471           10,602
                                                   -----------      -----------

       Total Expenses                                  781,085           10,602

       Income (Loss) from Operations                  (787,588)         (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                     (856,101)         (12,872)
       Income Taxes                                     (2,531)              --
                                                   -----------      -----------

       Net Income (Loss)                           $  (858,632)     $   (12,872)
                                                   ===========      ===========
       Loss Per
       Common Share                                $      (.23)     $      (.02)
                                                   ===========      ===========

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

    The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                      Preferred Stock              Common Stock
                                                     ------------------     -------------------------      Paid-In       Accumulated
                                                     Shares      Amount       Shares         Amount         Capital        Deficit
                                                     ------     -------     ----------     ----------     ----------     -----------
<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
  $.01 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                                      --          --        368,766            369        326,005             --

Shares Issued for Services at
   $..75 per share                                       --          --         25,000             25         18,725             --

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

Loss for the period ended
  December 31, 2004 (restated)                           --          --             --             --             --       (858,632)
                                                      -----     -------     ----------     ----------     ----------     ----------

Balance, December 31, 2004(restated)                     --          --      6,307,302          6,307     $1,891,057     $ (910,306)
                                                      =====     =======     ==========     ==========     ==========     ==========
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                             December       December
                                                             31, 2004       31, 2003
                                                           -----------    -----------
                                                            (Restated)
<S>                                                        <C>            <C>
Cash Flows from Operating Activities
     Net Income (Loss)                                     $  (858,632)   $   (12,872)
     Adjustments to Reconcile Net Loss to Net Cash
     Provided by Operations;
       Depreciation and Amortization                            14,893             --
       Stock Issued for Services                                63,477             --
       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              (21,425)            --
       (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         4,090             --

       Increase (Decrease) in Interest Payable                      --          2,390
       Increase (Decrease) in Accrued Expenses                   9,341             --
       Increase (Decrease) in Customer Funds Clearing            1,267             --
       Increase (Decrease) in Deferred Revenue                  80,678             --
                                                           -----------    -----------

Net Cash Provided (Used) by Operating Activities              (634,648)            --
                                                           -----------    -----------

Cash Flows from Investing Activities
     Acquisition of Property & Equipment                        (3,323)            --
     Acquisition of Businesses and Other                       (85,000)
     Proceeds received from Notes Receivable                     1,539             --
                                                           -----------    -----------
Net Cash Provided (Used) by Investing Activities               (86,784)            --
                                                           -----------    -----------

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 integral part of the financial statements.


                                       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 (restated)

      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 three key separate events that
      allow it to recognize revenue. The first event is when a consumer
      purchases a catalog shopping card membership, the second is when a
      consumer with an active membership buys goods using their catalog shopping
      card and the third 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 Tru Platinum 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

                                       6
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

B.    Revenue Recognition (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. From a recognition standpoint, the catalog shopping
      card revenue is recognized only after the product has been shipped to the
      customer. This recognition of such revenue is based on a five day assumed
      delivery period for the product. In addition, the Company has elected to
      account for customer refunds by reserving a percentage of the membership
      income received against a liability for future refunds. In terms of the
      Signature Credit product line, the membership income is based off a yearly
      membership fee. After the company verifies the funds and waits the five
      days after shipping the membership package to the customer and
      establishing a reserve against future refunds. The Company books the gross
      sales less the fifteen percent set aside for refund reserves 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. The Company receives income for the Tru Platinum
      shopping card from a one-time acceptance fee. The Company verifies the
      funds and waits five days after shipping the membership package to the
      customer and establishes a reserve against future refunds. The Company
      records gross sales less fifteen percent, for refund reserves. The
      reserves are recorded as deferred revenue and recognized monthly over a
      twelve month period. This period has been determined by management as the
      average customer retention.

      Separately, once a consumer has purchased a catalog shopping card, the
      individual member may elect to buy goods using the available spending
      limit on the card itself. The consumer will identify products to purchase
      from one or more of the Company's catalogs. The consumer will then fill
      out an appropriate order form or shop online and submit a down payment.
      This down payment is between 25% and 33% of the total purchase amount.
      This down payment is then processed by the Company, and once the funds
      have been verified, the product is shipped to the customer. Five days
      after the shipment has been sent to the customer, the company recognizes
      the transaction as complete and books the order as a sale and will book
      the portion still owed against the purchase to accounts receivable. The
      company also books a monthly entry for bad debt expenses to reserve for
      any future uncollectible amounts. The consumer is then billed monthly for
      any outstanding balances with a minimum payment due.


                                       7
<PAGE>

      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 recognizes only the acceptance fee revenues, as the actual
      pre-funded load value is electronically transferred from our partner
      processor to an FDIC-insured account at our partner bank. The Company
      never possesses the actual pre-funded load value, which resides in a
      secure account at our processor before being sent to a non-Company
      accessible customer funding account at our bank. As a result, there is no
      general accounting treatment for the amounts pre-funded on the stored
      value cards. With respect to the acceptance fee, the Company will collect
      the acceptance fee from the customer, satisfying criteria (i) under SAB
      104 with a persuasive evidence of an arrangement. The company does not
      realize the revenue from the acceptance income until the customer has
      activated their card. The activation of their card requires that they have
      passed the legal requirements of identity verification and a embossed card
      in their name has been mailed to their physical address and lastly the
      client with the card in their physical possession has called to activate
      their card. 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.


                                       8
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

B.    Revenue Recognition (continued)

      The consulting revenue the Company receives is 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,$34,451, in total revenue, $3,766
      through acceptance fee income, $24,000 contributed from consulting income
      and the $6,685 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.

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                 --
                                                      -------         ----------


      Total fixed assets                                8,917                 --
      Accumulated Depreciation                           (310)                --
                                                      -------         ----------

               Net Computer Equipment                 $ 8,607         $       --
                                                      =======         ==========

      Provision for depreciation of 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

      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 $310 and $0 for the years ended
      December 31, 2004 and 2003, respectively.


                                       9
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

E.    Earnings (Loss) Per Share of Common Stock (restated)

      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 2004,
      however the effects of these stock equivalents are anti-dilutive in the
      2003 period.

                                                      For the Years Ended
                                                          December 31,
                                                      2004              2003
                                                  -----------       -----------
Basic Earnings per share:
         Income (Loss) (numerator)                $  (858,632)      $   (12,872)
         Shares (denominator)                       3,727,866           550,000

         Per Share Amount                         $      (.23)                $
                                                  ===========       ===========
                                                                           (.02)

Fully diluted Earnings per share:
         Income (Loss) (numerator)                $  (858,632)      $   (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


                                       10
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

G.    Depreciation (continued)

      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 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.    Concentrations

      Financial instruments that potentially subject Trycera Financial, Inc.
      (the Company) to concentrations of credit risk consist of cash and cash
      equivalents. The Company places its cash and cash equivalents at
      well-known, quality financial institutions.

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


                                       11
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

M.    Capital Structure and Security Rights (continued)

      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 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


                                       12
<PAGE>

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

NOTE 3 - NEW TECHNICAL PRONOUCEMENTS (continued)

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 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


                                       13
<PAGE>

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

NOTE 3 - NEW TECHNICAL PRONOUCEMENTS (continued)

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.

NOTE 4 - 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 $100,000 for the net operating assets of
Signature Credit Corporation that were merged into the operations of Trycera,
valued at $212,500. The Company paid $112,500 for the fixed assets including, a
Signature Credit customized software database system valued at $75,000, office
equipment and supplies valued at $24,775, five existing domain names valued at
$5,000 and existing accounts receivable valued at $7,725. The remainder of the
consideration, $100,000 was allocated to intangible assets in the form of the
existing Signature customer base. As a result of the asset acquisition, the
value of the Signature Credit customized software database system was booked as
a definite life intangible asset. The Signature customer base was booked as a
separate definite life intangible asset. Management derived such value of the
Signature Credit customer base by evaluating the assets to be acquired and
assigning a value to those assets. The hard assets were valued at fair market
value and the balance of the purchase price was assigned to the customer base,
which management felt was reasonable for our use. Since the customer base is a
collection of cardholders with a annual membership, the database customers have
been assigned a definite life of one year.

We account for goodwill and other intangible assets in accordance with SFAS No.
142, which requires that goodwill and other intangible assets that have
indefinite lives not be amortized but instead be tested at least annually for
impairment, or more frequently when events or a change in circumstances indicate
that the asset might be impaired. For indefinite lived intangible assets,
impairment is tested by comparing the carrying value of the asset to its fair
value and assessing the ongoing appropriateness of the indefinite life
classification. For goodwill, a two-step test is used to identify the potential
impairment and to measure the amount of impairment, if any. The first step is to
compare the fair value of a reporting unit with its carrying amount, including
goodwill. If the fair value of a reporting unit exceeds its carrying amount,
goodwill is considered not impaired, otherwise goodwill is impaired and the loss
is measured by performing step two. Under step two, the impairment loss is
measured by comparing the implied fair value of the reporting unit with the
carrying amount of goodwill. At December 31, 2004 there was no impairment to the
intangible assets.

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.


                                       14
<PAGE>

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

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.

NOTE 6 - NOTE PAYABLE RELATED PARTY

The Company had issued several promissory notes to various corporations whose
officers and/or directors are shareholders of the Company. The notes were
unsecured, bore an interest rate of 10% per annum and were 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          $        --        $     --
                                                    -----------        --------

      On May 19, 2004, the Company paid a total of $23,906 in satisfaction of
all related party notes. As a result, the Company eliminated the corresponding
liability since the debt was extinguished. In this case, the Company paid the
creditor and relieved its obligation for the liability. The creditor was
delivered cash, and the accrued interest of $7,705 was forgiven by the note
holders. In accordance with APB 26, paragraph 20, footnote 1, this has been
treated as a capital transaction and the amount has been charged against
additional paid-in-capital.

NOTE 7 - INCOME TAXES (restated)

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


                                       15
<PAGE>

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

NOTE 7 - INCOME TAXES (continued)

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                     858,632               2024

                                                      December 31,  December 31,
                                                          2004           2003
                                                       ---------      ---------
Current Tax Asset Value of Net Operating Loss
Carryforwards at Prevailing Federal Tax Rate           $ 312,326      $  18,086
Evaluation Allowance                                    (312,326)       (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 $849,564 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.


                                       16
<PAGE>

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

NOTE 8 - OPERATING LEASES (continued)

Total Lease Commitments    Year                        Amount
                           ----              ----------------------------
                                             December 31,    December 31,
                                                 2004             2003
                                             ------------    ------------
                             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.

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 year ended December 31, 2004, the Company issued 25,000 shares of
common stock to an individual for services rendered in behalf of the Company.
Accordingly, common stock and additional paid in capital have been charged $25
and $18,725, respectively.

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
2,000,000 shares of common stock pursuant to the private offering. Accordingly,
common stock and additional paid in capital have been charged $2,000 and
$1,497,995, 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


                                       17
<PAGE>

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

NOTE 10 - STOCKHOLDERS' EQUITY (continued)

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 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       452,500         $.24
                                                  ==========         ====

The Company has elected to measure and record compensation cost relative to
performance stock option costs in accordance with Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", which
requires the Company to use the Black-Scholes pricing model to estimate the fair
value of options at the option date grant, $2,687 was recognized for the year
ended December 31, 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)                   5


                                       18
<PAGE>

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

NOTE 10 - STOCK OPTION PLAN (continued)

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

      Employee stock options outstanding and exercisable under this plan as of
December 31, 2004 are:

<TABLE>
<CAPTION>
                                                   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
           --------------       -------            --------            ------------       ----------       --------
<S>          <C>               <C>                 <C>                    <C>              <C>             <C>
             $.001- $.85       2,196,250           $   .53                4.5              440,000         $   .26
             $  0.75             425,000           $   .15                4.5               12,500         $   .15
</TABLE>

The following represents the key vesting timeframes and general terms included
in the stock option plans for the Company Executives:

For the initial key personnel, employment agreements outlined provisions for the
performance-based vesting terms. 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,
and/or at the three year six month anniversary of his employment with the
company.

For the subsequent option grants for all other Company associates, refer to the
2004 Stock Option /Stock Issuance Plan, whereby the exercise price of the
options granted was determined to be the $0.75 per share price and vests
according to 1/4 of the options vesting after the first 12 months and then 1/36
of the options vesting each month, where all options are vested after 48
continuous months of service.


                                       19
<PAGE>

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

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 - RESTATEMENT AND RECLASSIFICATION

The company has restated its financial statements for the year ended December
31, 2004 to reflect an error identified during a regulatory review of its
financial statements and which is pending effectiveness as of the date of this
filing of Amendment Number 4 to Form 10-KSB for the year ended December 31,
2004. Management and the board of directors concluded this restatement is
necessary to reflect the changes described below. There was no net effect on
cash provided by operating activities or cash used by investing and financing
activities as a result of this error.

During the twelve month period ended December 31, 2004, the company offset a
portion of the acceptance fee income against future periods by amortizing the
acceptance fee over a period of 12 months rather than recognizing the revenue
after having shipped out the membership materials to the customer. The resulting
entry reduces the original $12,834 in acceptance fee income by the amount of
$9,068, and the offset is shown in the deferred revenue under the liabilities
section of the balance sheet; the original amount was $74,025 and has increased
to $83,093. The deferred income will now be recognized monthly in accordance
with SEC Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition in
Financial Statements ("SAB 104"), paragraph 2, which guides the recognition of
revenue when an on-going relationship exists with the customers, and that future
services may be rendered to the customer due to the continuing relationship
between the customer and the Company. The company has restated the balance sheet
as of December 31, 2004 and the statement of operations, statement of
stockholders' equity, and statement of cash flows for the year then ended.

--------------------------------------------------------------------------------

The following tables show the effect of the restatement on the Company's Balance
Sheet, Statement of Operations, and Statement of Cash Flows.


                                       20
<PAGE>

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

<TABLE>
<CAPTION>
                                                                            December 31, 2004
                                                                  -----------------------------------
                                                                  Previously
                                                                   Reported      Restated      Change
                                                                  ----------    ----------    -------
<S>                                                               <C>           <C>           <C>
                                     Assets
Current Assets
Cash                                                              $  974,658    $  974,658    $    --
Accounts Receivable, net                                              21,425        21,425         --
Prepaid Expenses                                                      13,305        13,405         --
Interest Receivable                                                       --            --         --
Note Receivable - Related Party                                           --            --         --

     Total Current Assets                                          1,009,388     1,009,388         --

Property & Equipment, net                                              8,608         8,608         --

Other Assets
Deposits
                                                                       9,207         9,207         --
Definite Life Intangible Assets, net, less accumulated
amortization of  $14,583 and $0 at 2004 and 2003, respectively       109,418       109,418         --
                                                                  ----------    ----------    -------

     Total Other Assets                                              118,625       118,625         --
                                                                  ----------    ----------    -------


     Total Assets                                                  1,136,621    $1,136,621         --
                                                                  ==========    ==========

                       Liabilities & Stockholders' Equity

Current Liabilities
Accounts Payable                                                  $ 32,331      $ 11,323            --
Accounts Payable - Related Party                                     4,090         4,090            --
Accrued Expenses                                                     8,782         8,782            --
Line of Credit                                                      20,000        20,000            --
Customer Funds Clearing                                              1,267         1,267            --
Deferred Revenue, net                                               74,025        83,093         9,068(a)
                                                                  --------      --------      --------

     Total Current Liabilities                                     140,495       149,563         9,068
                                                                  --------      --------      --------

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; 6,307,302 and 550,000 Shares
        Issued and Outstanding, Respectively                          6,307           6,307            --
      Additional Paid In Capital                                  1,891,057       1,891,057            --
      Accumulated Deficit                                          (901,238)       (910,306)        9,068
                                                                -----------     -----------   -----------


            Total Stockholders' Equity                              996,126         987,058         9,068
                                                                -----------     -----------   -----------

            Total Liabilities & Stockholders' Equity            $ 1,136,621     $ 1,136,621            --
                                                                ===========     ===========
</TABLE>

(a) Increase from reclassifying revenue to deferred revenue.


                                       21
<PAGE>

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

<TABLE>
<CAPTION>
                                                              December         December
                                                              31, 2004         31, 2004           Change
                                                            -----------       -----------       -----------
                                                                               Restated
<S>                                                         <C>               <C>               <C>
Revenues
Consulting                                                  $    24,000       $    24,000                --
   Catalog Shopping                                              19,519            10,451             9,068(a)
                                                            -----------       -----------       -----------
                                                                  43519            34,451             9,068

Gross Sales
   Gross Profit                                                  40,954            40,954                --
                                                            -----------       -----------       -----------

                                                                 (6,503)            2,565             9,068

Expenses

    Depreciation and Amortization                                14,893            14,893                --
    Sales and Marketing                                          84,480            84,480                --
    Technology Costs                                             35,722            35,722                --
    Salaries and Wages                                          230,417           230,417                --
    Professional Fees                                           284,102           284,102                --
    General & Administrative                                    131,471           131,471                --
                                                            -----------       -----------

       Total Expenses                                           781,085           781,085                --

    Income (Loss) from Operations                              (778,520)         (787,588)            9,068
                                                            -----------       -----------       -----------

Other Income (Expenses)
    Interest Income                                               3,914             3,914                --
    Interest Expense                                            (12,427)          (12,427)               --
    Impairment of Intangible Assets                             (60,000)          (60,000)               --
                                                            -----------       -----------       -----------



       Total Other Income (Expenses)                            (68,513)          (68,513)               --
                                                            -----------       -----------       -----------


     Income (Loss)                                             (847,033)         (856,101)            9,068
     Before Taxes                                                (2,531)           (2,531)               --
     Taxes                                                  -----------       -----------       -----------
                                                            $  (849,564)      $  (858,632)      $     9,068
     Net Income (Loss)                                      ===========       ===========       ===========

     Loss Per                                               $      (.23)      $      (.23)               --
     Common Share                                           ===========       ===========       ===========


     Weighted Average
     Outstanding Shares,                                      3,727,866         3,727,866                --
     Retroactively Restated                                 ===========       ===========       ===========
</TABLE>

(a)   Decrease from reclassifying revenue to deferred revenue.


                                       22
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   For the Twelve Months Ended
                                                                                   December           December
                                                                                   31, 2004           31, 2004            Change
                                                                                  -----------        -----------        -----------
                                                                                                     (restated)
<S>                                                                                    <C>                <C>                <C>
Cash Flows from Operating Activities
        Net Income (Loss)                                                         $  (849,564)       $  (858,632)             9,068
        Adjustments to Reconcile Net Loss to Net Cash
        Provided by Operations;
           Depreciation and Amortization                                               14,893             14,893                 --
           Stock Issued for Services                                                   63,477             63,477                 --
           Forgiveness of Related Party Interest                                        7,705              7,705                 --
           Impairment Loss on Intangible Assets                                        60,000             60,000                 --
           Stock Options Issued                                                         2,687              2,687                 --
       Change in Assets and Liabilities:
           (Increase) Decrease in Accounts Receivable                                 (21,425)           (21,425)                --
           (Increase) Decrease in Interest Receivable                                     360                360                 --
           (Increase) Decrease in Prepaid Expenses                                    (13,304)           (13,304)                --
           (Increase) Decrease in Deposits                                             (9,207)            (9,207)                --
           Increase (Decrease) in Accounts Payable                                     21,008             21,008                 --
           Increase (Decrease) in Accounts Payable - Related                            4,090              4,090                 --
           Increase (Decrease) in Accrued Expenses                                      9,341              9,341                 --
           Increase (Decrease) in Customer Funds Clearing                               1,267              1,267                 --
           Increase (Decrease) in Deferred Revenue                                     74,024             80,678             (9,068)
                                                                                  -----------        -----------        -----------
Net Cash Provided (Used) by Operating Activities                                     (634,648)          (634,648)                --
                                                                                  -----------        -----------        -----------

Cash Flows from Investing Activities
        Acquisition of Property & Equipment                                            (3,323)            (3,325)                --
        Acquisition of Businesses and Other                                           (85,000)           (85,000)                --
        Proceeds received from Notes Receivable                                         1,539              1,539                 --
Net Cash Provided (Used) by Investing Activities                                      (86,784)           (86,784)                --
                                                                                  -----------        -----------        -----------

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

Net Increase (Decrease) in Cash and Cash Equivalents                                  974,658            974,658                 --

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

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


                                       23