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, 2004

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

     For the transition period from ________ to __________

                     Commission File Number: 000-30872

                          TRYCERA FINANCIAL, INC.
            (Exact name of Registrant as specified in charter)

NEVADA                                            33-0910363
State or other jurisdiction of                    I.R.S. Employer I.D. No.
incorporation or organization

170 NEWPORT CENTER DRIVE, SUITE 210, NEWPORT BEACH, CA      92660
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code:  (949) 273-4300

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

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

Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ]   (2) Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

<PAGE>

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

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

At March 22, 2005, there were 6,307,802 shares of the registrant's common
stock outstanding.

Documents Incorporated by Reference:  None

                             EXPLANATORY NOTE

     This filing amends Item 6, Item 7 to amend the financial
statements, and Item 13, to include an updated consent of the auditor as an
exhibit.  Except for these amendments, no changes have been made to the
report.


                                     2
<PAGE>

                             Table of Contents

PART II                                                                   4

  ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION      4
  ITEM 7.  FINANCIAL STATEMENTS                                           7

PART III                                                                  7

  ITEM 13.  EXHIBITS                                                      7

                                     3
<PAGE>

                                  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.

     Prior to May 2004, we had no operating history.  Based in Newport
Beach, California, we are currently in the business of developing and
marketing a suite of stored value and financial products and services.
Stored value products are broadly defined as financial instruments where
the value on the card has been prepaid, and where subsequent transactions
decrease the value against the balance originally loaded onto the
instrument.  Our core operating business is centered upon developing and
marketing a broad array of stored value products and services for persons
without banking relationships and persons who are underserved by existing
banking facilities.

Key Accounting Policies

     Key accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially result in
materially different results under different assumptions and conditions.
There were no changes to our key accounting policies for the quarter and
year ended December 31, 2004.

Results of Operations

     During the year ended December 31, 2004, we generated revenues of
$48,237 and incurred operating expenses of $765,334, including our cost of
goods sold of $40,819.  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.

                                     4
<PAGE>

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

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

     Additionally, we may continue to compensate employees with equity
incentives where possible and continue to utilize equity instruments to
compensate existing and new employees hired to minimize cash outlays.
Management believes this strategy provides the ability to increase
stockholder value as well as utilize cash resources more effectively.

     During future quarters we may seek additional funding to finance
future acquisitions and growth.  The amount and timing of such capital
transactions is not yet known and will depend largely on our operating
needs and the cost to acquire financial services and products companies.
Our ability to secure this additional funding given present market
conditions is uncertain, as is the financial effect any such funding may
have on our capital structure or operating results.

Off-Balance Sheet Arrangements

     During the year ended December 31, 2004, we did not engage in any
off-balance sheet arrangements.

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

                                     5
<PAGE>

123").  Pursuant to the provisions of APB 25, we generally do not record an
expense for the value of stock-based awards granted to employees.  If
proposals currently under consideration by various accounting standard
organizations are adopted, such as the Financial Accounting Standards Board
Proposed Statement of Financial Accounting Standard, "Share-Based Payment,
an amendment of FASB Statements No. 123 and 95," we may be required to
treat the value of stock-based awards granted to employees as compensation
expense in the future, which could have a material adverse effect on our
reported operating results and could negatively affect the price of our
common stock.  If these proposals are adopted, we could decide to reduce
the number of stock-based awards granted to employees in the future, which
could adversely impact our ability to attract qualified candidates or
retain existing employees without increasing their cash compensation and,
therefore, have material adverse effect on our business, results of
operations and financial condition.

Subsequent Events

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

     Card Marketer Agreements

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

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

     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

                                     6
<PAGE>

assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected.

ITEM 7.  FINANCIAL STATEMENTS

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

                                 PART III

ITEM 13.  EXHIBITS

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

Exhibit
No.       Description of Exhibit                                      Location
-------   ----------------------                                      --------
3.1       Articles of Incorporation, as amended June 14, 2004              (6)
3.2       Current Bylaws                                                   (7)
4.1       Form of Common Stock Certificate                                 (1)
4.2       2004 Stock Option/Stock Issuance Plan *                          (4)
4.3       Stock Acquisition Agreement dated November 2, 2004, 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)

                                     7
<PAGE>

14.1      Code of Ethics                                                   (8)
23.1      Consent of Auditor                                           Attached
31.1      Rule 13a-14(a) Certification by Principal Executive Officer  Attached
31.2      Rule 13a-14(a) Certification by Principal Financial Officer  Attached
32.1      Section 1350 Certification of Principal Executive Officer    Attached
32.2      Section 1350 Certification of Chief Financial Officer        Attached

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

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

                                     8
<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:  May 23, 2005                     By: /s/ Matthew S. Kerper
                                            Matthew S. Kerper, President
                                            (Principal Executive Officer)

Date:  May 23, 2005                     By: /s/ Bryan W. Kenyon
                                            Bryan W. Kenyon, CFO
                                            (Principal Financial Officer,
                                            and Principal Accounting Officer)




                                     9
<PAGE>

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

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

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


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

Bountiful, Utah
March 15, 2005

<PAGE>

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

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

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

Property & Equipment, Net                                  8,608          -

Other Assets
  Deposits                                                 9,207          -
  Other Intangible Assets, less accumulated
   amortization of $6,250 and $0 at 2004 and
   2003, respectively                                    117,751          -
                                                      ----------    ----------
     Total Other Assets                                  126,957          -
                                                      ----------    ----------
     Total Assets                                    $ 1,146,433   $     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
  Deferred Revenue                                        71,918          -
                                                      ----------    ----------
     Total Current Liabilities                           137,121        42,233

Commitments

Stockholders' Equity

  Preferred Stock, 20,000,000 Shares Authorized,
    $.001 Par Value; None Issued and Outstanding            -             -
  Common Stock, 100,000,000 Shares Authorized at
    $.001 Par Value; 6,307,302 and 550,000 Shares
    Issued and Outstanding, Respectively                   6,307           550
  Additional Paid In Capital                           1,891,057        10,450
  Accumulated Deficit                                   (888,052)      (51,673)
                                                      ----------    ----------
     Total Stockholders' Equity                        1,009,312       (40,673)
                                                      ----------    ----------
     Total Liabilities & Stockholders' Equity        $ 1,146,433   $     1,560
                                                      ==========    ==========

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

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

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

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

Expenses
  Depreciation and Amortization                   6,560           -
  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                             772,752         10,602
                                             ----------     ----------
     Income (Loss) from Operations             (765,334)       (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                (833,847)       (12,872)

     Taxes                                       (2,531)          -
                                             ----------     ----------
     Net Income (Loss)                      $  (836,378)   $   (12,872)
                                             ==========     ==========

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

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

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

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

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


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

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


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

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

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

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

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

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

Shares Issued for cash pursuant to
  a private placement memorandum
  at $.75 per share                        -            -         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                        -            -            -            -            -         (836,378)
                                      ---------    ---------    ---------    ---------    ---------    ----------
Balance, December 31, 2004                 -      $     -       6,307,802   $    6,307   $1,891,057   $  (888,052)
                                      =========    =========    =========    =========    =========    ==========
</TABLE>
   The accompanying notes are an intregal part of the financial statements.
                                   F-4

<PAGE>

                          Trycera Financial, Inc.
                 (Formerly Whitelight Technologies, Inc.)
                         Statements of Cash Flows
<TABLE
<CAPTION>
                                                       For the Twelve Months Ended
                                                         December       December
                                                         31, 2004       31, 2003
                                                        -----------    -----------
<S>                                                     <C>            <C>
Cash Flows from Operating Activities
 Net Income (Loss)                                      $  (836,378)   $   (12,872)
  Adjustments to Reconcile Net Loss to Net Cash
  Provided by Operations:
    Depreciation and Amortization                             6,560           -
    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              (22,905)          -
    (Increase) Decrease in Interest Receivable                  360           (120)
    (Increase) Decrease in Prepaid Expenses                 (13,304)          -
    (Increase) Decrease in Deposits                          (9,207)          -
    Increase (Decrease) in Accounts Payable                  21,008         10,602
    Increase (Decrease) in Accounts Payable - Related         4,090           -
    Increase (Decrease) in Interest Payable                    -             2,390
    Increase (Decrease) in Accrued Expenses                   9,341           -
    Increase (Decrease) in Deferred Revenue                  71,918           -
                                                         ----------     ----------
      Net Cash Provided (Used) by Operating Activities     (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 intregal part of the financial statements.
                                   F-5
<PAGE>

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

NOTE 1 - CORPORATE HISTORY

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

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A.   Basis of Accounting
     The Company uses the accrual method of accounting.

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

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

                                   F-6
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

     Once a consumer has purchased a catalog shopping card, the individual
     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
     appropriate order forms 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
     are verified, the amount of the down payment is booked as earned revenue,
     while the remainder of the purchase balance is then booked as accounts
     receivable.  The consumer is then billed monthly for any outstanding
     balances with a minimum payment due.  In terms of the Signature Credit
     product line, the membership income is based off a yearly membership
     fee and accordingly the Company books the entire amount of sales into
     a deferred revenue account and on a monthly basis the Company recognizes
     one month of revenue for each of twelve months until the entire membership
     is realized and satisfied.

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

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

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

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

                                   F-7
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

D.   Property and Equipment

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

                                           2004          2003
                                        ----------    ----------
     Computer Equipment                 $    8,917    $     -
                                         ---------     ---------
     Total fixed assets                      8,917          -
     Accumulated Depreciation                 (310)         -
                                         ---------     ---------
          Net Software and 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.

E.   Earnings (Loss) Per Share of Common Stock

     The computation of earnings (loss) per share of common stock is
     based on the weighted average number of shares outstanding at the
     date of the financial statements.  Outstanding employee stock
     options have been considered in the fully diluted earnings per
     share calculation in 2003, however the effects of these stock
     equivalents are anti-dilutive in the 2004 period.

                                   F-8
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)



                                            For the Years Ended
                                               December 31,
                                            2004          2003
                                         ----------    ----------
     Basic Earnings per share:
        Income (Loss) (numerator)        $ (836,378)   $  (12,872)
        Shares (denominator)              3,727,866       550,000
                                          ---------     ---------
        Per Share Amount                 $     (.22)   $     (.02)

     Fully diluted Earnings per share:
        Income (Loss) (numerator)        $ (836,378)   $  (12,872)
        Shares (denominator)              4,180,366       550,000
                                          ---------     ---------
        Per Share Amount                 $     (.20)   $     (.02)

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

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

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

I.   Fair Value of Financial Instruments
     The fair value of the Company's cash and cash equivalents,
     receivables, accounts payable and

                                   F-9
<PAGE>

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

L.   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.

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

NOTE 3 - NEW TECHNICAL PRONOUCEMENTS

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

                                   F-10
<PAGE>

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

NOTE 3 - NEW TECHNICAL PRONOUCEMENTS (continued)

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

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

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

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

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

                                   F-11
<PAGE>

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

NOTE 3 - NEW TECHNICAL PRONOUCEMENTS (continued)

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

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

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

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

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

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

                                   F-12
<PAGE>

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

NOTE 4 - 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
assets of Signature Credit Corporation, 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. Management believes that
future revenues generated from the existing customer base will exceed the
cost allocated to intangible asset.

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

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.
                                                       December 31, December 31,
The Company has the following note payable obligations:   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

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

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

     Year of Loss      Amount       Expiration Date
     ------------     ---------     ---------------
         2000         $  21,617          2020
         2001             8,114          2021
         2002             9,070          2022
         2003            12,872          2023
         2004           836,378          2024

                                   F-13
<PAGE>

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

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

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

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

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

The Company has remaining cumulative net operating loss Carryforwards
at December 31, 2004 of $836,378 to be offset against future earnings.

NOTE 8 - OPERATING LEASES

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

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

Total Lease Commitments:    Year              Amount
                            ----    ---------------------------
                                    December 31,   December 31,
                                        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.

                                   F-14
<PAGE>

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

NOTE 9 - STOCKHOLDERS' EQUITY

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

During the 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 stock and
additional paid in capital have been charged $3,300 and $29,700,
respectively.

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

NOTE 10 - STOCK OPTION PLAN

     On May 4, 2004, the Company approved and adopted the 2004 Stock
Option/Stock Issuance Plan, which allows for the Company to issue
stock or grant options to purchase or receive shares of the Company's
common stock.  The maximum number of shares that may be optioned and
sold under the plan is 5,000,000.  The plan became effective with its
adoption and remains in effect for ten years, however, options expire
five years from grant, unless terminated earlier.  Options granted
under the plan vest according to terms imposed by the Plan
Administrator.  The Administrator may not impose a vesting schedule
upon any option grant which is more restrictive than twenty percent
(20%) per year vesting with the initial vesting to occur not later
than one (1) year after the option grant date.  The

                                   F-15
<PAGE>

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

NOTE 10 - STOCK OPTION PLAN (continued)

following schedule summarizes the activity during the twelve month
period ending December 31, 2004:
                                                        2004 Stock Plan
                                                      -------------------
                                                                 Weighted
                                                                 Average
                                                      Amount of  Exercise
                                                       Shares     Price
                                                      ---------  --------
     Outstanding at January 1, 2004                        -         -
       Options Granted                                2,640,000  $    .56
       Options Exercised                                   -         -
       Options Canceled                                 (18,750)     -
                                                      ---------   -------
          Options Outstanding at December 31, 2004    2,621,250  $    .56
                                                      =========   =======

          Options Exercisable at December 31, 2004      452,500  $    .24
                                                      =========   =======

     The Company, in accordance with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", $2,687
was recognized for the 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

     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:
                               Weighted     Average       Weighted
                   Number of   Average     Remaining       Number     Average
     Range of       Options    Exercise   Contractual    of Options   Exercise
  Exercise Price    Granted     Price     Life (Years)     Vested      Price
  --------------   ---------   --------   ------------   ----------   --------
    $.001-$.85     2,196,250    $ .53         4.5         440,000      $ .26
     $0.75           425,000    $ .15         4.5          12,500      $ .15

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.

NOTE 11 - CONVERTIBLE DEBENTURE - Related Party

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

NOTE 12 - SUBSEQUENT EVENTS and CONTINGENCIES

     The Company has entered two material agreements that serve as the
basis for collecting and distributing earned revenues for and on
behalf of the Company.  Each agreement represents a fundamental component
of the infrastructure needed to conduct the Company's business.  The
transactional processing agreement allows the Company to communicate with
and utilize technology to issue, track and transfer funds to business
partners who sell and consumers who purchase our stored value products and
services.  The banking and membership agreement allows the Company to collect
fees and revenues associated with the use of our stored value products and
services by the consumers.  The banking agreement also allows consumers to
have a non-Company controlled, FDIC-insured repository for their cardholder
funds.  Without one or both of these agreements in place, the Company cannot
sustain a stored value business.

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

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

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