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

                              Form 10-KSB/A-1

(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, 2003

     [ ]  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: 0-30872

                          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 220, NEWPORT BEACH, CA 92660
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code:  (949) 644-0095

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.   [X]

<PAGE>

State issuer's revenues for its most recent fiscal year:  $ -0-

The aggregate market value of the voting stock held by non-affiliates
of the registrant (890,000 shares) as of March 25, 2004, was $890,
computed by reference to the price at which the stock was originally
sold by the registrant.  The aggregate market value of the voting
stock held by non-affiliates of the registrant computed by using the
closing sale price has been indeterminable within the past 60 days
since there was no public market for the stock during that period

State the number of shares outstanding of each of the Issuer's classes
of common equity as of the latest practicable date:  At March 25,
2004, there were 1,100,000 shares of the Registrant's Common Stock
outstanding.

Documents Incorporated by Reference:  None

                             EXPLANATORY NOTE

     This filing amends Item 6, Management's Discussion and Analysis
or Plan of Operation, and Item 7, Financial Statements.  Item 13,
Exhibits, is also amended.  Except for these amendments, no changes
have been made to the report.

                                  PART II

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The Company has not commenced development of any business.  Since
its inception, the Company has had no operations.  The Company was
organized for the purpose of engaging in any lawful activity permitted
under Nevada state law; however, the Company does not have any
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover operating costs and
to allow it to continue as a going concern.  The Company intends to
take advantage of any reasonable business proposal presented which
management believes will provide the Company and its stockholders with
a viable business opportunity.  The board of directors will make the
final approval in determining whether to complete any acquisition, but
will submit the proposal to the shareholders for final approval.

     Management believes there is substantial doubt whether we can
continue as an on-going business for the next twelve months unless we
obtain capital to pay our bills.  While operating under the premise of
a shell corporation, we have no cash on hand to support the expenses
required for reporting purposes at this time.  The Company has
experienced operating loses and working capital deficiencies since
inception.  At December 31, 2003, the Company had a cumulative net
loss of ($51,673) and a working capital deficiency of $40,733.  These
continuing operating losses and working capital deficiencies have
raised substantial doubt about our ability to continue as a going
concern. Accordingly, in order to stay in business we must raise cash
either from the sale of services furnished by us or from sources other
than sales of any such services.  Our only other source for cash at
this time is loans to our company.  If these funds are not

                                     2
<PAGE>

sufficient to support our operations during the next twelve months
then it may not be possible to sustain the operation.

     In the short-term, however, management anticipates that any
needed operating funds for the legal and accounting expenses incurred
by the Company to meet its reporting requirements will be loaned to
the Company on terms negotiated through the management team.  There
are no agreements with any loan agencies or individuals, and no
assurance that all or a portion of these funds will be loaned to the
Company.  If the Company is unable to borrow such funds, management
will seek other sources of funding which are currently unknown to
management.  There is no assurance that such funding would be
available, or that if it is made available, it could be obtained on
terms favorable to the Company.

     The original shareholders contributed a total of $5,400 in cash
and $5,600 in services as capital contributions for stock of the
Company.  Rigel Funds Management, Ltd., an entity of which Eric Chess
Bronk, the sole director and an executive officer of the Company, is a
director, loaned $16,700 to the Company at its inception for operating
expenses.  (See "Item 12.  Certain Relationships and Related
Transactions.")  The note payable to Rigel Funds Mangement, Ltd. is
due and payable upon demand.  The accumulated interest to December 31,
2003, is $6,054.  If the Company is unable to find a suitable business
by the time the note is called due, it is anticipated that the Company
would try to renegotiate the term of the note.

     Management estimates that the cash requirements for the year
ending December 31, 2004, will be approximately $9,000, if no change
in operations occurs during the year.  Management anticipates that any
additional needed funds will be loaned to the Company on the same or
similar terms as those of other loans to the Company.  There is no
agreement with any of the companies and no assurance that all or a
portion of these funds will be loaned to the Company.  If the Company
is unable to borrow such funds, management will seek other sources of
funding which are currently unknown to management.  There is no
assurance that such funding would be available, or that if it is made
available, it could be obtained on terms favorable to the Company.

     The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require substantial
management time and attention and will require the Company to incur
costs for payment of accountants, attorneys, and others.  If a
decision is made not to participate in or complete the acquisition of
a specific business opportunity, the costs incurred in a related
investigation will not be recoverable.  Further, even if an agreement
is reached for the participation in a specific business opportunity by
way of investment or otherwise, the failure to consummate the
particular transaction may result in the loss to the Company of all
related costs incurred.

     Currently, management is not able to determine the time or
resources that will be necessary to locate and acquire or merge with a
business prospect.  There is no assurance that the Company will be
able to acquire an interest in any such prospects, products, or
opportunities that may exist or that any activity of the Company,
regardless of the completion of any transaction, will be profitable.
If and when the Company locates a business opportunity, management of
the

                                     3
<PAGE>

Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would
consummate such an acquisition.  Potential business opportunities, no
matter which form they may take, will most likely result in
substantial dilution for the Company's shareholders due to the likely
issuance of stock to acquire such an opportunity.

     Currently, management is not able to determine the time or
resources that will be necessary to locate and acquire or merge with a
business prospect.  There is no assurance that the Company will be
able to acquire an interest in any such prospects, products, or
opportunities that may exist or that any activity of the Company,
regardless of the completion of any transaction, will be profitable.
If and when the Company locates a business opportunity, management of
the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital
in determining the terms and conditions under which the Company would
consummate such an acquisition.  Potential business opportunities, no
matter which form they may take, will most likely result in
substantial dilution for the Company's shareholders due to the likely
issuance of stock to acquire such an opportunity.

Off-Balance Sheet Arrangements

     There are currently no off-balance sheet arrangements.  Until the
Company is able to locate a potential business for acquisition or
business prospect to merge with, there will likely not be any
arrangements.

Item 7.  Financial Statements

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

                                 PART III

Item 13.  Exhibits

     (a)(1)    Financial Statements.  The following financial
statements are included in this amended report:
                                                                     Page
          Report of Auditor                                           F-1
          Balance Sheet as of December 31, 2003                       F-2
          Statement of Operations for the years ended December 31,
           2003 and 2002, and for the period May 10, 2000 (inception)
           to December 31, 2003                                       F-3
          Statement of Stockholders' Equity for the Period May 10,
           2000 (inception) to December 31, 2003                      F-4
          Statement of Cash Flows for the years ended December 31,
           2003 and 2002, and for the period May 10, 2000 (inception)
           to December 31, 2003                                       F-5
          Notes to Financial Statements                               F-6

                                     4
<PAGE>

     (a)(2)    Exhibits.  The following exhibits are included as part
of this amended report:

     Exhibit
     No.       Description of Exhibit                                 Location
     3.1       Articles of Incorporation, as amended June 14, 2004        (6)
     3.2       Current Bylaws                                             (7)
     4.1       Form of Common Stock Certificate                           (1)
     4.2       2004 Stock Option/Stock Issuance Plan *                    (4)
     4.3       Stock Acquisition Agreement dated November 2, 2004,        (9)
               With Dave Margolin, as amended
     4.4       Stock Acquisition Agreement dated November 2, 2004,        (9)
               with Victor Lee
     10.1      Replacement Promissory Note dated May 18, 2002             (3)
     10.2      Promissory Note dated November 2, 2001                     (2)
     10.3      Promissory Note dated June 14, 2002                        (3)
     10.4      Promissory Note dated December 31, 2002                    (3)
     10.5      Debenture for $200,000 with Trymetris Capital Fund I, LLC  (4)
     10.6      Consulting Agreement dated May 10, 2004, with Cygni        (4)
               Capital LLC and Ecewa Capital, LLC
     10.7      Employment Agreement with Matthew S. Kerper *              (5)
     10.8      Employment Agreement with Bryan Kenyon  *                  (5)
     10.9      Asset Purchase Agreement dated November 2, 2004,           (9)
               With Signature Credit Corporation
     10.10     Consulting Agreement dated November 2, 2004, with          (9)
               Dave Margolin
     10.11     Signet Software Agreement dated November 2, 2004,          (9)
               With Dave Margolin and Daryl Rice
     14.1      Code of Ethics                                             (8)
     23.1      Consent of Chisholm, Bierwolf & Nilson LLC             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

          (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.0-30872.
          (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.
0-30872.
          (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.
0-30872.
          (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. 0-30872.

                                     5
<PAGE>

          (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. 0-30872.
          (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. 0-30872.
          (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.
0-30872.
          (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. 0-30872.
          (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. 0-30872.

       *  Management contract, or compensatory plan or arrangement
          required to be filed as an exhibit.

                                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:  February 25, 2005      By: /s/ Matthew S. Kerper
                                   Matthew S. Kerper, President
                                   (Principal  Executive Officer)


Date:  February 25, 2005      By: /s/ Bryan W. Kenyon
                                   Bryan W. Kenyon, CFO (Principal
                                   Financial Officer)


                                     6

<PAGE>

                       INDEPENDENT AUDITORS' REPORT


To the Stockholders and Directors of
Whitelight Technologies, Inc.

We have audited the accompanying balance sheets of Whitelight Technologies,
Inc., (a Nevada Corporation) (a development stage company) as of December 31,
2003 and 2002, and the related statements of income, retained earnings,
and cash flows for the years then ended, and for the period May 10, 2000,
(inception) to December 31, 2003.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
and opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  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 Whitelight Technologies,
Inc., at December 31, 2003 and 2002, and the results of its operations and
cash flows for the periods then ended and for the period May 10, 2000, to
December 31, 2003, in conformity with generally accepted accounting
principles, in the United States of America.

The accompanying financial statements have been prepared assuming that
Whitelight Technologies, Inc., will continue as a going concern.  As
discussed in Note 6 to the financial statements, Whitelight Technologies,
Inc., has suffered recurring losses from operations and has a net capital
deficiency that raises substantial doubt about the company's ability to
continue as a going concern.  Management's plans in regard to these matters
are also described in Note 6.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 17, 2004

                                    F-1

<PAGE>

                       Whitelight Technologies, Inc.
                       (A Development Stage Company)
                               Balance Sheet

                                                   December       December
                                                   31, 2003       31, 2002
                                                  ----------     ----------
                                  Assets
Current Assets

  Cash                                            $     -        $     -
  Interest Receivable                                    360            240
  Note Receivable - Related Party                      1,200          1,200
                                                   ---------      ---------
     Total Assets                                 $    1,560     $    1,440
                                                   =========      =========

                    Liabilities & Stockholders' Equity

Current Liabilities

  Accounts Payable                                $   11,323     $      721
  Interest Payable                                     7,004          4,614
  Note Payable - Related Party                        23,906         23,906
                                                   ---------      ---------
     Total Current Liabilities                        42,233         29,241

Stockholders' Equity

  Common Stock, 100,000,000 Shares
    Authorized at $.001 Par Value;
    1,100,000 Shares Issued and Outstanding            1,100          1,100
  Additional Paid In Capital                           9,900          9,900
  Deficit Accumulated in the Development Stage       (51,673)       (38,801)
                                                   ---------      ---------
     Total Stockholders' Equity                      (40,673)       (27,801)
                                                   ---------      ---------
     Total Liabilities & Stockholders' Equity     $    1,560     $    1,440
                                                   =========      =========

            See accompanying notes to the financial statements.
                                    F-2

<PAGE>

                       Whitelight Technologies, Inc.
                       (A Development Stage Company)
                          Statement of Operations
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                          From
                                                                       (Inception)
                                                                           to
                                            December      December      December
                                            31, 2003      31, 2002      31, 2003
                                           ----------    ----------    ----------
<S>                                        <C>           <C>           <C>
Revenues                                   $     -       $     -       $     -
                                            ---------     ---------     ---------
Expenses

  General & Administrative                     10,602         7,302        45,029
                                            ---------     ---------     ---------
     Income (Loss) from Operations            (10,602)       (7,302)      (45,029)

Other Income (Expenses)

  Interest (Expenses)                          (2,390)       (1,888)       (7,004)
  Interest Income                                 120           120           360
                                            ---------     ---------     ---------
     Total Other Income (Expenses)             (2,270)       (1,768)       (6,644)
                                            ---------     ---------     ---------
     Income (Loss) Before Tax                 (12,872)       (9,070)      (51,673)

     Taxes                                       -             -             -
                                            ---------     ---------     ---------
     Net (Loss)                            $  (12,872)   $   (9,070)   $  (51,673)
                                            =========     =========     =========
</TABLE>

     Net Loss Per Share                    $    (.01)    $    (.01)

     Weighted Average Shares Outstanding    1,100,000     1,100,000


            See accompanying notes to the financial statements.
                                    F-3

<PAGE>

                       Whitelight Technologies, Inc.
                       (A Development Stage Company)
                    Statements of Stockholders' Equity
            From May 10, 2000 (Inception) to December 31, 2003
<TABLE>
<CAPTION>
                                                                        Accumulated
                                                                          From May
                                                                          10, 2000
                                                           Additional  (Inception) to
                                     Common Stock           Paid-In       December
                                 Shares        Amount       Capital       31, 2003
                               ----------    ----------    ----------    ----------
<S>                            <C>          <C>           <C>           <C>
Balance, May 10, 2000                -      $      -      $      -      $      -

Shares Issued for Services
  at $.001 per Share              560,000           560         5,040          -

Shares Issued for Cash
  at $.001 per Share              540,000           540         4,860          -

Net Loss Period Ended
  December 31, 2000                  -             -             -          (21,617)
                               ----------    ----------    ----------    ----------
Balance, December 31, 2000      1,100,000         1,100         9,900       (21,617)

Net Loss Year Ended
  December 31, 2001                  -             -             -           (8,114)
                               ----------    ----------    ----------    ----------
Balance, December 31, 2001      1,100,000         1,100         9,900       (29,731)

Net Loss Year Ended
  December 31, 2002                  -             -             -           (9,070)
                               ----------    ----------    ----------    ----------
Balance, December 31, 2002      1,100,000         1,100         9,900       (38,801)

Net Loss Year Ended
  December 31, 2003                  -             -             -          (12,872)
                               ----------    ----------    ----------    ----------
Balance, December 31, 2003      1,100,000   $     1,100   $     9,900   $   (51,673)
                               ==========    ==========    ==========    ==========
</TABLE>
            See accompanying notes to the financial statements.
                                    F-4

<PAGE>

                       Whitelight Technologies, Inc.
                       (A Development Stage Company)
                          Statement of Cash Flows
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                               From
                                                                            (Inception)
                                                                                to
                                                 December      December      December
                                                 31, 2003      31, 2002      31, 2003
                                                ----------    ----------    -----------
<S>                                             <C>           <C>           <C>
Cash Flows from Operating Activities
Net Loss                                        $  (12,872)   $   (9,070)   $   (51,673)
  Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
    (Increase) Decrease in Interest Receivable        (120)         (120)          (360)
    Stock Issued for Services                         -             -              -
    Expenses Paid by Stock Issuance                   -             -             5,600
    Increase (Decrease) in Interest Payable          2,390         1,888          7,004
     Increase (Decrease) in Accounts Payable        10,602           471         11,323
                                                 ---------     ---------     ----------
      Net Cash Provided by
      Operating Activities                            -           (6,831)       (28,106)

Cash Flows from Investing Activities
  Proceeds from Related Party Note                    -             -            (1,200)
                                                 ---------     ---------     ----------
      Net Cash Provided by
      Investing Activities                            -             -            (1,200)

Cash Flows from Financing Activities

  Proceeds from Issuance of Notes                     -            6,456         23,906
  Issuance of Common Stock for Cash	              -             -             5,400
                                                 ---------     ---------     ----------
      Net Cash Provided by
      Financing Activities                            -            6,456         29,306
                                                 ---------     ---------     ----------
      Change in Cash                                  -             (375)          -

      Cash, Beginning of Period                       -              375           -
                                                 ---------     ---------     ----------
      Cash, End of Period                       $     -       $     -       $      -

Supplemental Cash Flow Information

  Interest                                      $     -       $     -       $      -
  Taxes                                               -             -              -
</TABLE>

            See accompanying notes to the financial statements.
                                    F-5

<PAGE>

                       Whitelight Technologies, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2003

NOTE 1 - CORPORATE HISTORY

Whitelight Technologies, Inc. (the "Company") was incorporated in Nevada on
May 10, 2000, for the purpose of seeking and consummating a merger or
acquisition with a business entity organized as a private corporation,
partnership, or sole proprietorship.

The Company has yet to fully develop any material income from its stated
primary objective and it is classified as a development stage company.  All
income, expenses, cash flows and stock transactions are reported since the
beginning of development stage.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.

Earnings (Loss) Per Share - The computation of earnings per share of common
stock is based on the weighted average number of shares outstanding at the
date of the financial statements.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reporting
period.  In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates.  Actual results could
differ from those estimates.

NOTE 3 - INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 2000, and
has applied the provisions of the statement to the current year which
resulted in no significant adjustment.

Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes.  This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.

                                    F-6

<PAGE>

                       Whitelight Technologies, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2003

NOTE 3 - INCOME TAXES  -continued-

Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes.  There
were no temporary differences at December 31, 2003, and earlier periods;
accordingly, no deferred tax liabilities have been recognized for all years.

The Company has cumulative net operating loss carryforwards over $51,000 at
December 31, 2003.  No effect has been shown in the financial statements for
the net operating loss carryforwards as the likelihood of future tax benefit
from such net operating loss carryforwards is not presently determinable.
Accordingly, the potential tax benefits of the net operating loss
carryforwards, estimated based upon current tax rates at December 31, 2003,
have been offset by valuation reserves in the same amount.  The net operating
losses begin to expire in 2019.

NOTE 4 - NOTE RECEIVABLE - RELATED PARTY

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
December 31, 2003, the total accrued interest receivable amount totaled $360.

NOTE 5 - NOTE PAYABLE - RELATED PARTY

The Company has issued several promissory notes to various corporations whose
officer(s) are shareholders of the Company.  The notes are unsecured, bear an
interest rate of 10% per annum and are due and payable on demand.  At
December 31, 2003, the accrued interest associated with the various notes was
$7,004.
<TABLE>
<CAPTION>
                                                         December 31,  December 31,
The Company has the following note payable obligations:      2003          2002
                                                         ------------  ------------
<S>                                                       <C>           <C>
Related party notes payable and due on demand
  accruing interest at a rate of 10% per annum            $   23,906    $   23,906
                                                           ---------     ---------
               Totals                                     $   23,906    $   23,906
               Less Current Maturities                       (23,906)      (23,906)
                                                           ---------     ---------
               Total Long-Term Notes Payable              $     -       $     -
                                                           =========     =========
</TABLE>

                                    F-7

<PAGE>

                       Whitelight Technologies, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2003

NOTE 5 - NOTE PAYABLE - RELATED PARTY  -continued-

Following are maturities of long-term debt for each of the next five years:

                                 Year       Amount
                              ----------   --------
                                 2004      $ 23,906
                                 2005          -
                                 2006          -
                                 2007          -
                                 2008          -
                              Thereafter       -
                                            -------
                                Total      $ 23,906
                                            =======

NOTE 6 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  At December 31, 2003, management believed there was substantial
doubt whether the Company could continue as an on-going business for the
next twelve months unless it obtained capital to pay its bills.  The Company
had no cash on hand to support the expenses required for complying with the
periodic reporting requirements under the Exchange Act at that time.  The
resulting net capital deficiency raised substantial doubt about the Company's
ability to continue as a going concern.  Accordingly, in order to stay in
business the Company would have had to raise cash either from the sale of
services furnished by it or from sources other than sales of any such
services.  The Company's only other source for cash at that time was loans to
the Company.  If these funds had not been sufficient to support the Company's
operations during 2004, then it may not have been possible to sustain the
operation.


                                    F-8