UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the Quarterly Period Ended March 31, 2009




OR




 ̈
            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 its charter)







Nevada
            33-0910363(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)1656
      Reunion Avenue, Suite 250, South Jordan, Utah
            84095(Address
      of principal executive offices)
            (Zip
      Code)




(801) 446-8802


(Registrant’s
telephone number, including area code)




2560
E. Chapman Avenue, Suite 404, Orange, CA  92689


(Former
name, former address and former fiscal year, if changed since last
report)




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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.    Yes  x    No  




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
accelerated
filer                                                                                                             
     Accelerated
filer  




Non-accelerated
filer    (Do not check if a smaller reporting
company)                                                                                                                         Smaller
reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes  x    No  







At May 6,
2009, there were 9,679,302 shares of the registrant’s Common Stock outstanding,
par value $0.001 per share.









TRYCERA
FINANCIAL, INC.





Index




PAGEPART I FINANCIAL INFORMATIONItem 1.
                                                                      Financial
      Statements
                                                                      4Consolidated Balance Sheets
                                                                      4Consolidated Statements of Operations
                                                                      5Consolidated Statements of Cash Flows
                                                                      6Notes to Consolidated Financial
    Statements
                                                                      7Item 2.
                                                                      Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                      8Item 3.
                                                                      Quantitative
      and Qualitative Discussion About Market Risk
                                                                      15Item 4.
                                                                      Controls
      and Procedures
                                                                      15PART II OTHER INFORMATIONItem 1.
                                                                      Legal
      Proceedings
                                                                      15Item 6.
                                                                      Exhibits
                                                                      16SIGNATUREPAGE
                                                                      17









2


FORWARD-LOOKING
STATEMENTS




This
report contains certain forward-looking statements and information that are
based on assumptions made by management and on information currently
available.  When used in this report, the words “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan,” and similar expressions, as
they relate to our company or its management, are intended to identify
forward-looking statements.  These statements reflect management’s
current view of the company concerning future events and are subject to certain
risks, uncertainties and assumptions, including among many others the
following:  changes in federal, state or municipal laws governing the
distribution and performance of financial services; a general economic downturn;
our startup phase of operations; reliance on third party processors and product
suppliers; the inability to locate suitable acquisition targets; and other risks
and uncertainties.  Should any of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this report as anticipated,
estimated or expected.




Unless
otherwise provided in this report, references to “we”, “us”, “our” and “Company”
refer to Trycera Financial, Inc.






























3







PART I
 FINANCIAL
INFORMATION
 
 Item
1.                     Financial
Statements




Trycera
      Financial, Inc.Consolidated Balance SheetsMarch
                                                          
                                                          
                                                          December31,
      2009
                                                          
                                                          
                                                          31,
      2008(Unaudited)AssetsCurrent AssetsCash
                                                          
                                                          $
                                                          145
                                                          
                                                          
                                                          $
                                                          263Total
      Current Assets
                                                          
                                                          
                                                          145
                                                          
                                                          
                                                          
                                                          263Total
      Assets
                                                          
                                                          $
                                                          145
                                                          
                                                          
                                                          $
                                                          263Liabilities
      & Stockholders’ DeficitCurrent LiabilitiesAccounts
      payable
                                                          
                                                          $
                                                          384,080
                                                          
                                                          
                                                          $
                                                          340,089Portfolio
      reserves
                                                          
                                                          
                                                          34,774
                                                          
                                                          
                                                          
                                                          34,774Accrued
      expenses
                                                          
                                                          
                                                          138,940
                                                          
                                                          
                                                          
                                                          137,04510%
      senior secured notes
                                                          
                                                          
                                                          77,500
                                                          
                                                          
                                                          
                                                          77,500Total
      Current Liabilities
                                                          
                                                          
                                                          635,294
                                                          
                                                          
                                                          
                                                          589,408Total
      Liabilities
                                                          
                                                          
                                                          635,294
                                                          
                                                          
                                                          
                                                          589,408Commitments
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Stockholders’ DeficitPreferred
      stock, 20,000,000 shares authorized,$.001
      par value; none issued and outstanding
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Common
      stock, 100,000,000 shares authorized at$.001
      par value; 9,694,302 sharesissued
      and outstanding, respectively
                                                          
                                                          
                                                          9,694
                                                          
                                                          
                                                          
                                                          9,694Additional
      paid in capital
                                                          
                                                          
                                                          5,364,504
                                                          
                                                          
                                                          
                                                          5,364,504Accumulated
      deficit
                                                          
                                                          
                                                          (6,009,347
                                                          )
                                                          
                                                          
                                                          (5,963,343
                                                          )Total
      Stockholders’ Deficit
                                                          
                                                          
                                                          (635,149
                                                          )
                                                          
                                                          
                                                          (589,145
                                                          )Total
      Liabilities & Stockholders’ Deficit
                                                          
                                                          $
                                                          145
                                                          
                                                          
                                                          $
                                                          263








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










Trycera
      Financial, Inc.Consolidated Statements of OperationsFor
      Three Months EndedMarch
                                    
                                    
                                    March31,
      2009
                                    
                                    
                                    31,
      2008(Unaudited)
                                    
                                    
                                    (Unaudited)RevenuesStored
      value
                                    
                                    $
                                    87
                                    
                                    
                                    $
                                    72,19987
                                    
                                    
                                    
                                    72,199Cost of Sales
                                    
                                    
                                    -
                                    
                                    
                                    
                                    72,247Gross
      Profit (Loss)
                                    
                                    
                                    87
                                    
                                    
                                    
                                    (48
                                    )ExpensesDepreciation
      and amortization
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,345Salaries
      and wages
                                    
                                    
                                    -
                                    
                                    
                                    
                                    29,435Stock
      based compensation
                                    
                                    
                                    -
                                    
                                    
                                    
                                    42,255Professional
      fees
                                    
                                    
                                    42,123
                                    
                                    
                                    
                                    50,857Bad
      debt expense
                                    
                                    
                                    -
                                    
                                    
                                    
                                    6,321General
      & administrative
                                    
                                    
                                    2,031
                                    
                                    
                                    
                                    59,872Total
      Expenses
                                    
                                    
                                    44,154
                                    
                                    
                                    
                                    190,085Loss
      from Operations
                                    
                                    
                                    (44,067
                                    )
                                    
                                    
                                    (190,133
                                    )Other Income (Expense)Interest,
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    156Interest,
      expense
                                    
                                    
                                    (1,937
                                    )
                                    
                                    
                                    (87
                                    )Other
      income (expense)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (3,194
                                    )Total
      Other Income (Expense)
                                    
                                    
                                    (1,937
                                    )
                                    
                                    
                                    (3,125
                                    )Loss
      before tax
                                    
                                    
                                    (46,004
                                    )
                                    
                                    
                                    (193,258
                                    )Income
      tax
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      Loss
                                    
                                    
                                    (46,004
                                    )
                                    
                                    
                                    (193,258
                                    )Basic
      loss Per Share:Net
      Loss Per Share
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.02
                                    )Weighted
      Average Shares
                                    
                                    
                                    9,694,302
                                    
                                    
                                    
                                    9,262,302
 
      The
accompanying notes are an integral part of these financial
statements.
 5






Trycera
      Financial, Inc.Consolidated Statements of Cash FlowsFor
      the Three Months EndedMarch
                                                        
                                                        
                                                        March31,
      2009
                                                        
                                                        
                                                        31,
      2008(Unaudited)
                                                        
                                                        
                                                        (Unaudited)Cash Flows from Operating
      ActivitiesNet
      Loss
                                                        
                                                        $
                                                        (46,004
                                                        )
                                                        
                                                        $
                                                        (193,258
                                                        )Adjustments
      to reconcile net loss to net cash used by operations;Depreciation
      and amortization
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        7,657Bad
      debt expense
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        6,321(Gain)
      loss on sale of assets
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        9,751Stock
      issued for services
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        3,480Stock
      options and warrants
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        42,255(Increase)
      decrease in accounts receivable
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        8,308(Increase)
      decrease in prepaid and other current assets
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        6,251Increase
      (decrease) in accounts payable
                                                        
                                                        
                                                        43,991
                                                        
                                                        
                                                        
                                                        57,909Increase
      (decrease) in portfolio reserves
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (1,657
                                                        )Increase
      (decrease) in accrued expenses
                                                        
                                                        
                                                        1,895
                                                        
                                                        
                                                        
                                                        16,365Net
      Cash Used by Operating Activities
                                                        
                                                        
                                                        (118
                                                        )
                                                        
                                                        
                                                        (36,618
                                                        )Cash Flows from Investing
      ActivitiesNet
      Cash Provided by Investing Activities
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -Cash Flows from Financing
      ActivitiesNet
      Cash Provided by Financing Activities
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -Net
      Decrease in Cash and Cash Equivalents
                                                        
                                                        
                                                        (118
                                                        )
                                                        
                                                        
                                                        (36,618
                                                        )Cash
      and Cash Equivalents at Beginning of Period
                                                        
                                                        
                                                        263
                                                        
                                                        
                                                        
                                                        72,625Cash
      and Cash Equivalents at End of Period
                                                        
                                                        $
                                                        145
                                                        
                                                        
                                                        $
                                                        36,007Cash Paid For:Interest
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        87Income
      Taxes
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -Non-Cash Financing
    Activities:Common
      stock issued for services and deferred compensation
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        3,480








The
accompanying notes are an integral part of these financial
statements.
 6
 TRYCERA
FINANCIAL, INC.
 Notes
to the Condensed Consolidated Financial Statements
 March
31, 2009 (Unaudited)






NOTE 1 -     BASIS OF FINANCIAL
STATEMENTS PRESENTATION


The
      accompanying unaudited consolidated financial statements have been
      prepared by the Company pursuant to the rules and regulations of the
      Securities and Exchange Commission.  Certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been
      condensed or omitted in accordance with such rules and
      regulations.  The information furnished in the interim condensed
      consolidated financial statements includes normal recurring adjustments
      and reflects all adjustments, which, in the opinion of management, are
      necessary for a fair presentation of such financial
      statements.  Although management believes the disclosures and
      information presented are adequate to make the information not misleading,
      it is suggested that these interim consolidated financial statements be
      read in conjunction with the Company’s audited financial statements and
      notes thereto included in its December 31, 2008 Annual Report on Form 10-K
      which was filed on April 15, 2009.  Operating results for the
      three-months ended March 31, 2009 are not necessarily indicative of the
      results to be expected for year ending December 31,
  2009.
 
 NOTE 2
-      GOING CONCERN CONSIDERATIONS
 
 The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going
concern.  However, as of March 31, 2009, the Company had an
accumulated deficit of approximately $6,000,000, negative working capital, and
no substantial operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
 
 The
Company has had recurring operating losses since inception and is dependent upon
financing to continue operations.  These factors indicate that the
Company may be unable to continue in existence should immediate and short term
financing options not be available.  These financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue its
existence.  These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.  Currently the
Company has nearly zero cash on hand and few material assets.  In
addition, the Company has not established nor maintained a recurring source of
revenues to sufficiently cover or offset any current, anticipated or planned
operating costs to allow it to continue as a going concern.  It is the
intent of the Company to find additional capital funding and/or a profitable
business venture to acquire or merge.
     7






Item 2.  Management’s Discussion and
Analysis of Financial Condition and Results ofOperations
 
 
 The
following discussion should be read in conjunction with our financial statements
and related notes thereto as filed with the Securities and Exchange
Commission.
 
 Since 2004 the Company had been in the
business of developing, deploying and marketing semi-custom and customized
branded prepaid and prepaid card solutions.  Due to continued losses
from operations during 2008, the Company began winding down its principal
business operations and commenced a search for a new business
venture.  The Company has no material assets and significant
liabilities.  Former management was unsuccessful in securing a new
business venture for the Company and on January 22, 2009, transferred control of
the Company to Ronald N. Vance, former company counsel, to seek for and, if
possible, locate a suitable operating business venture willing to take control
of the Company.  During 2008 all officers and directors of the
Company, except Alan Knitowski and Luan Dang, had resigned.
 
 On January 22, 2009, Mr. Vance accepted
appointment as a director and as the President, Chief Executive Officer,
Secretary, and Treasurer of Trycera.  Effective January 22, 2009, Mr.
Knitowski resigned as a director and as Chairman of the Company, and Mr. Dang
resigned as a director.  Mr. Vance became the sole officer and
director of the Company.  Messrs Knitowski and Dang also granted Mr.
Vance proxies to vote the shares beneficially owned by them and by certain
affiliated or associated entities and individuals.  Mr. Vance also
received a proxy to vote shares held by Matthew Kerper, the former President of
the Company.  As a result, Mr. Vance received proxies to vote
4,250,585 shares and directly owned 85,000 shares, which in the aggregate
represent 4,335,585 shares beneficially owned by Mr. Vance and which further
represented approximately 44.7% of the voting control of the
Company.  As a result of this transaction, Mr. Vance assumed control
of the Company from Messrs Knitowski and Dang.
 
 Mr. Vance agreed to assume control of
the Company to assist in the settlement of outstanding liabilities and to seek a
new operating business.  Prior to this change of control the Company
essentially ceased its business operations and may be deemed a shell company as
defined in Rule 405 promulgated by the Securities and Exchange Commission (the
“SEC”) under the Securities Act by virtue of its nominal
operations.  As a condition to the change of control, former
management agreed to provide proxies to vote the stock beneficially owned by
them or their related entities and associated parties.  They also
agreed to settle certain debt owed by the Company to them and their affiliated
entities, including all outstanding 10% Senior Secured Promissory Notes, and to
cancel any outstanding common stock purchase options held by
them.  They further agreed to cancel any outstanding contracts or
agreements between them, or entities controlled by them, and the
Company.  Also, they agreed, if requested as a condition of the
acquisition of a new operating business, that they would cancel any warrants
held by them or any related entity.  Finally, Mr. Dang agreed to act
as an advisor to the Board to review any proposed acquisition
transaction.  Mr. Vance agreed, subject to his fiduciary duty as a
director, not to finalize any such acquisition transaction if in the good faith
opinion of Mr. Dang, the transaction would not be in the best interests of the
Company.
 
 Each of the proxies granted to Mr.
Vance is irrevocable and will expire either on December 31, 2009, the date Mr.
Vance resigns as a director, or the date upon which Mr. Vance ceases to control
the Company, whichever first occurs.  Sale or transfer of the shares
is conditioned upon the purchaser or transferee agreeing in writing to be bound
by the terms of the proxy.  Mr. Vance, acting as proxy, may vote the
shares at any meeting of the shareholders or may execute any written consent
evidencing action by the shareholders.  The proxies are not limited in
the matters upon which the shares may be voted.
 
 On or about January 2, 2007, the
Company entered into an agreement with Curo Capital, LLC (“Curo Capital”), an
entity controlled jointly by Mr. Knitowski and Mr. Dang, (the “Curo Capital
Agreement”) whereby the Company agreed to pay $1,000 per month towards the
Company’s office lease activities associated with the office of the
Chairman.  Pursuant to the terms of the Curo Capital Agreement, the
Company owed approximately $12,000 to Curo Capital as of January 22,
2009.  Also, on or about January 3, 2006, the Company entered into an
agreement with Ecewa Capital Group, LLC (“Ecewa Capital”), an entity controlled
by Mr. Knitowski (the “Ecewa Capital Agreement”) whereby Ecewa Capital provided
certain consulting services to the Company.  Pursuant to the terms of
the Ecewa Capital Agreement, the Company owed approximately $60,000 to Ecewa
Capital at January 22, 2009.  In a settlement agreement dated January
22, 2009, Curo Capital agreed to settle all amounts owed to it under the Curo
Capital Agreement for $4,000, and Ecewa Capital agreed to settle all amounts
owed to it under the Ecewa Capital Agreement for $20,000.  Payment of
the settlement amounts is due prior to December 31, 2009, or upon closing of a
corporate transaction, whichever shall first occur.  If the Company
fails to pay the settlement amounts, Curo Capital and Ecewa will have the option
to rescind the settlement agreement.  The Curo Capital Agreement and
the Ecewa Capital Agreement were also cancelled effective December 31,
2008.
  
 8
 The Company had previously agreed to
reimburse Mr. Dang for the cost of health insurance during the period he served
as a director of the Company.  At the time of his resignation on
January 22, 2009, the Company owed approximately $14,950.83 to Mr. Dang for
these health insurance costs (the “Health Insurance Payable”).  On or
about May 14, 2008, Sagoso Capital (“Sagoso”), a company controlled by Mr. Dang,
loaned $5,000 to the Company and the company issued a 10% Senior Promissory Note
representing the loan (the “Sagoso Note”) which was due and payable upon a
change of control of the Company.  On or about December 29, 2008,
Sagoso Capital acquired the 10% Senior Promissory Notes issued by the Company to
Ecewa Capital in the principal amount of $67,500 (the “Ecewa
Notes”).  In a settlement agreement dated January 22, 2009, Mr. Dang
agreed to settle all amounts owed to him for the Health Insurance Payable for
$5,000, and Sagoso agreed to settle all amounts owed to it under the Sagoso Note
and the Ecewa Notes for $38,994.18.  Payment of the settlement amounts
is due prior to December 31, 2009, or upon closing of a corporate transaction,
whichever shall first occur.  If the Company fails to pay the
settlement amounts, Mr. Dang and Sagoso will have the option to rescind the
settlement agreement.
 
 On or about May 14, 2008, Hang Dang
loaned $5,000 to the Company and the company issued a 10% Senior Promissory Note
representing the loan (the “Note”) which was due and payable upon a change of
control of the Company.  In a settlement agreement dated January 22,
2009, Ms. Dang agreed to settle all amounts owed to her for the Note for
$2,661.82.  Payment of the settlement amount is due prior to December
31, 2009, or upon closing of a corporate transaction, whichever shall first
occur.  If the Company fails to pay the settlement amounts, Ms. Dang
will have the option to rescind the settlement agreement.
 
 In connection with the change of
control, Mr. Knitowski cancelled 106,250 common stock purchase options held by
him and Mr. Dang cancelled 200,000 common stock purchase options held by
him.  These options represented all of the options held by these
parties.
 
 Upon the change of control, Mr. Dang
was appointed as an advisor to the Board to review and make recommendations to
the Board on any proposed transaction whereby any third party would assume
control of the Company by means of a reverse acquisition
transaction.  The Board agreed to furnish to Mr. Dang for review on a
confidential basis any such proposed transaction.  Mr. Dang agreed to
serve at no cost to the Company as an advisor to the Board until the Company
acquires a new business or until the resignation of Mr. Vance as a director,
whichever occurs first.
 
 On January 27, 2009, a judgment was
rendered in favor of Transfers4Less in the amount of $40,000 in an arbitration
hearing held on January 15, 2009.  The arbitration hearing stemmed
from a September 30, 2008 arbitration claim filed by Transfers4Less against the
Company claiming breach of contract.  While the judgment went against
the Company, the Company vigorously maintains its original position pursuant to
previous regulatory filings and disclosures.
 
 On January 29, 2009, the Company
entered into a consulting agreement with Balius Consulting Group, Inc., an
entity controlled by Bryan Kenyon, a former director and officer of the Company,
and Stephen Murphy, a former accounting consultant to the
Company.  Balius has agreed to assist in the negotiation of
outstanding liabilities of the Company and to gather and organize the corporate
and financial records of the Company.  The Company has agreed to pay
any hourly fee for work performed by Balius and to pay a bonus based upon the
settlement amount of the outstanding payables.  The consulting
agreement will terminate on December 31, 2009, unless terminated by the Company
earlier for cause or if Messrs Kenyon or Murphy shall cease to provide the
services for Balius.
  
 9
 On February 6, 2009, Mr. Vance resigned
as President of the Company and Ray A. Smith was appointed as President and
Chief Executive Officer and is the Company’s principal executive
officer.
 
 Business
of the Company
 
 Currently the Company is in a
transitional process of restarting operations.  The core focus of the
new operations is marketing financial products and services.  In
efforts to support organic revenue growth and restart operations, the Company
executed an agreement with a prepaid card program manager, Bank Freedom in the
first quarter of 2009.  By contracting with Bank Freedom, the Company
is able to provide a network branded prepaid card to customers as a primary
vehicle for delivering other financial products and services such as bill
payment, payment reporting and online personal financial management tools. The
Company has also begun to actively engage businesses in the sales
process.  It is indeterminable how the restarting of operations may
positively or adversely affect the business.  As a result, the
Company, in conjunction with creating newfound revenue streams, shall maintain
seeking opportunities for outside business ventures or to raise funds to aid in
retooling the operations.
 
 Selection of a
Business
 
 The Company intends to grow the
business organically,  seek an outside business venture or to raise
funds to recommence operations.  The Company anticipates that
businesses for possible acquisition will be referred by various sources,
including its sole officer and director, shareholders, professional advisors,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals.  The
Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its sole officer and
director and his affiliates, as well as indirect associations between him and
other business and professional people.  By relying on “word of
mouth,” the Company may be limited in the number of potential acquisitions it
can identify.  While it is not presently anticipated that the Company
will engage unaffiliated professional firms specializing in business
acquisitions or reorganizations, such firms may be retained if management deems
it in the best interest of the Company.  The Company has had
preliminary discussions with Mr. Smith to implement a business plan aligned with
his existing business, CRS Corporation, but no agreement or binding arrangement
has been entered into.  CRS Corporation is engaged in the business of
tracking and reporting nontraditional payment history to national credit
reporting agencies.
 
 The Company will not restrict its
search to any particular business, industry, or geographical location, and
management may evaluate and enter into any type of business in any
location.  The Company may participate in a newly organized business
venture or a more established company entering a new phase of growth or in need
of additional capital to overcome existing financial
problems.  Participation in a new business venture entails greater
risks since in many instances management of such a venture will not have proved
its ability, the eventual market of such venture’s product or services will
likely not be established, and the profitability of the venture will be unproved
and cannot be predicted accurately.  If the Company participates in a
more established firm with existing financial problems, it may be subjected to
risk because the financial resources of the Company may not be adequate to
eliminate or reverse the circumstances leading to such financial
problems.
 
 In seeking a business venture, the
decision of management will not be controlled by an attempt to take advantage of
any anticipated or perceived appeal of a specific industry, management group,
product, or industry, but will be based on the business objective of seeking
long-term capital appreciation in the real value of the Company.
 
 The analysis of new businesses will be
undertaken by or under the supervision of management of the Company and reviewed
by Mr. Dang as an advisor to the Board of Directors.  In analyzing
prospective businesses, management will consider, to the extent applicable, the
following: the available technical, financial, and managerial resources, working
capital and other prospects for the future, the nature of present and expected
competition, the quality and experience of management services which may be
available and the depth of that management, the potential for further research,
development, or exploration, the potential for growth and expansion, the
potential for profit, the perceived public recognition or acceptance of
products, services, or trade or service marks, name identification and other
relevant factors.
  
 10
 The decision to participate in a
specific business may be based on management’s analysis of the quality of the
other firm’s management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, and other
factors which are difficult, if not impossible, to analyze through any objective
criteria.  It is anticipated that the results of operations of a
specific firm may not necessarily be indicative of the potential for the future
because of the requirement to substantially shift marketing approaches, expand
significantly, change product emphasis, change or substantially augment
management, and other factors.
 
 The Company will analyze all available
factors and make a determination based on a composite of available facts,
without reliance on any single factor.  The period within which the
Company may participate in a business cannot be predicted and will depend on
circumstances beyond the Company’s control, including the availability of
businesses, the time required for the Company to complete its investigation and
analysis of prospective businesses, the time required to prepare appropriate
documents and agreements providing for the Company’s participation, and other
circumstances.
 
 Acquisition of an Outside
Business
 
 In implementing a structure for a
particular business acquisition, the Company may become a party to a merger,
consolidation, or other reorganization with another corporation or entity; joint
venture; license; purchase and sale of assets; or purchase and sale of stock,
the exact nature of which cannot now be predicted.  The structure of
the particular business acquisition will be approved by the Board of Directors
and may not require the approval of the Company’s
shareholders.  Notwithstanding the above, the Company does not intend
to participate in a business through the purchase of minority stock
positions.  Upon the consummation of a transaction, it is likely that
the present management and shareholders of the Company will not be in control of
the Company.  In addition, it is anticipated that the current sole
officer and director would resign in favor of new management designated by the
target company without a vote of the Company’s stockholders.
 
 In the event the Company enters into an
acquisition transaction with another entity, the Company will be required to
report the transaction in a Current Report on Form 8-K within four business days
following the execution of the agreement, and any amendment thereto, and within
four business days following the closing of the transaction.  In
addition, because the Company is a shell company, if the transaction results in
the Company no longer being a shell company, it will be required to file within
four business days a Current Report on Form 8-K which includes the information
that would be required if the Company were filing a general form for
registration of securities on Form 10 reflecting the Company and its securities
upon consummation of the transaction, including information on the new business
and management of the Company after closing.
 
 In connection with the Company’s
acquisition of a business, the present shareholders of the Company, including
current management, may, as a negotiated element of the acquisition, sell a
portion or all of the Company’s Common Stock held by them at a significant
premium over their original investment in the Company.  It is not
unusual for affiliates of the entity participating in the reorganization to
negotiate to purchase shares held by the present shareholders in order to reduce
the number of “restricted securities” held by persons no longer affiliated with
the Company and thereby reduce the potential adverse impact on the public market
in the Company’s Common Stock that could result from substantial sales of such
shares after the restrictions no longer apply.  As a result of such
sales, affiliates of the entity participating in the business reorganization
with the Company would acquire a higher percentage of equity ownership in the
Company.  Public investors will not receive any portion of the premium
that may be paid in the foregoing circumstances.  Furthermore, the
Company’s shareholders may not be afforded an opportunity to approve or consent
to any particular stock buy-out transaction.
  
 11
 In the event sales of shares by present
stockholders of the Company, including current management, is a negotiated
element of a future acquisition, a conflict of interest may arise because our
sole director will be negotiating for the acquisition on behalf of the Company
and for sale of his or shareholders’ shares for his own or the shareholders’
respective accounts.  Where a business opportunity is well suited for
acquisition by the Company, but affiliates of the business opportunity impose a
condition that management sell shares at a price which is unacceptable to our
sole director, management may not sacrifice his or the shareholders’ financial
interest for the Company to complete the transaction.  Where the
business opportunity is not well suited, but the price offered management for
the shares is high, management will be tempted to effect the acquisition to
realize a substantial gain on the shares in the Company.  Management
has not adopted any policy for resolving the foregoing potential conflicts,
should they arise, and does not intend to obtain an independent appraisal to
determine whether any price that may be offered for their shares is
fair.  Stockholders must rely, instead, on the obligation of
management to fulfill its fiduciary duty under state law to act in the best
interests of the Company and its stockholders.
 
 It is anticipated that any securities
issued in any such reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities
laws.  Securities, including shares of the Company’s Common Stock,
issued by the Company in such a transaction would be “restricted securities” as
defined in Rule 144 promulgated by the Securities and Exchange
Commission.  Under amendments to Rule 144 recently adopted by the
Commission, and which take effect on February 15, 2008, these restricted
securities could not be resold under Rule 144 until the following conditions
were met:  the Company ceased to be a shell company; it remained
subject to the Exchange Act reporting obligations; filed all required Exchange
Act reports during the preceding 12 months; and at least one year had elapsed
from the time the Company filed “Form 10 information” reflecting the fact that
it had ceased to be a shell company.  In some circumstances, however,
as a negotiated element of the transaction, the Company may agree to register
such securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms of
such registration rights and the number of securities, if any, which may be
registered cannot be predicted, it may be expected that registration of
securities by the Company in these circumstances would entail substantial
expense to the Company.  The issuance of substantial additional
securities and their potential sale into any trading market that may develop in
the Company’s securities may have a depressive effect on such
market.
 
 While the actual terms of a transaction
to which the Company may be a party cannot be predicted, it may be expected that
the parties to the business transaction will find it desirable to structure the
acquisition as a so-called “tax-free” event under sections 351 or 368(a) of the
Internal Revenue Code of 1986, (the “Code”).  In order to obtain
tax-free treatment under section 351 of the Code, it would be necessary for the
owners of the acquired business to own 80% or more of the voting stock of the
surviving entity.  In such event, the shareholders of the Company
would retain less than 20% of the issued and outstanding shares of the surviving
entity.  Section 368(a)(1) of the Code provides for tax-free treatment
of certain business reorganizations between corporate entities where one
corporation is merged with or acquires the securities or assets of another
corporation.  Generally, the Company will be the acquiring corporation
in such a business reorganization, and the tax-free status of the transaction
will not depend on the issuance of any specific amount of the Company’s voting
securities.  It is not uncommon, however, that as a negotiated element
of a transaction completed in reliance on section 368, the acquiring corporation
issue securities in such an amount that the shareholders of the acquired
corporation will hold 50% or more of the voting stock of the surviving
entity.  Consequently, there is a substantial possibility that the
shareholders of the Company immediately prior to the transaction would retain
substantially less than 50% of the issued and outstanding shares of the
surviving entity.  It is anticipated that these shareholders would in
fact retain less than 5% control of the Company after a reverse
acquisition.
 
 Therefore, regardless of the form of
the business acquisition, it may be anticipated that stockholders immediately
prior to the transaction will experience a significant reduction in their
percentage of ownership in the Company.
 
 Notwithstanding the fact that the
Company is technically the acquiring entity in the foregoing circumstances,
generally accepted accounting principles will ordinarily require that such
transaction be accounted for as if the Company had been acquired by the other
entity owning the business and, therefore, will not permit a write-up in the
carrying value of the assets of the other company.
  
 12
 The manner in which the Company
participates in a business will depend on the nature of the business, the
respective needs and desires of the Company and other parties, the management of
the business, and the relative negotiating strength of the Company and such
other management.
 
 The Company will participate in a
business only after the negotiation and execution of appropriate written
agreements.  Although the terms of such agreements cannot be
predicted, generally such agreements will require specific representations and
warranties by all of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must be
satisfied by each of the parties prior to such closing, will outline the manner
of bearing costs if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms.
 
 Operation of Business After
Acquisition
 
 The Company’s operation following
internal generation of a business model or its acquisition of a business will be
dependent on the nature of the business and the interest acquired.  If
an outside business is acquired, it is unlikely that current shareholders would
be in control of the Company or that present management would be in control of
the Company following the acquisition.  It may be expected that the
business will present various risks, which cannot be predicted at the present
time.
 
 Full
Time Equivalents
 
 At May 9, 2009, there were two
full-time equivalents directly engaged with the company, Ray Smith, President
and CEO and Bryan Kenyon, CFO.  The remaining oversight resides with
the sole Board member, Ronald N. Vance.
 
 Key
Accounting Policies
 
 Key accounting policies are defined as
those that are reflective of significant judgments and uncertainties, and
potentially result in materially different results under different assumptions
and conditions.  There were no changes to our key accounting policies
for the quarter ended March 31, 2009.
 
 Results
of Operations
 
 For
the three months ended March 31,  2009
 
 In the first quarter of 2009 we were
laying the foundation to restart operations and thus realized $87
in  revenues.  As a result there was a drop of 100% over the
first quarter 2008 comparable period.  The decline in revenue was
attributed to the winding up of business operations in subsequent quarters in
2008 and the elimination of the card portfolio, financial services operations
and related programs throughout the remainder of 2008.
 
 Revenue
 
 Revenue
from continuing operations was $87 and $72,199 for the quarters ended March 31,
2009 and 2008, respectively, representing a decrease of $72,112 or
effectively100%. As previously discussed, we revised the business strategy to
focus on restarting operations and take the company into financial services
marketing and move away from direct program management.
 
 Cost of Sales and Gross
Profit
 
 Cost of
sales was $0 and $72,247 for the quarters ended March 31, 2009 and 2008,
respectively, representing a decrease of $72,247 or 100%.  The
decrease was attributed to the absence of costs due to the winding up of
previous programs and operations.
  
 13
 The
resulting gross profit (loss) was $87 and ($48) for the quarters ended March 31,
2009 and 2008, respectively.  Management expects gross profit margin
to remain unpredictable and volatile as the new operations
begin.  Fluctuations can be anticipated due to uncertainties in
accessing markets coupled with higher product costs mixed with the volatility of
entering markets where products have been commoditized.  A key
advantage to the overall strategy is that the Company sheds previously high
fixed processing and banking costs associated with program management and can
focus on improving margins through proactive partnerships and strategic
alliances.
 
 Operating
expenses
 
 Operating
expenses were $44,154 and $190,085 for the quarters ended March 31, 2009 and
2008, respectively, representing a decrease of $145,931 or 77%.  The
components of our first quarter 2009 operating expense are professional fees
(95%) and general and administrative (5%).
 
 Salaries and wages expense were $0 and
$29,435 for the quarters ended March 31, 2009 and 2008, respectively,
representing a decrease of $29,435 or 100% as the Company has now no
employees.
 
 General
and administrative expenses were $2,031 and $59,872 for the quarters ended March
31, 2009 and 2008, respectively, representing a decrease of $57,841 or
97%.  The decrease resulted largely from the fact the Company has no
employees or offices.
 
 Stock
based compensation was $0 and $42,255 for the quarters ended March 31, 2009 and
2008, respectively, representing a decrease of $42,255 or 100%.  The
net decrease is a result of no options vesting currently.
 
 Net loss
 
 We
incurred net losses of $46,004 and $193,258 for the quarters ended March 31,
2009 and 2008, respectively, representing a decrease in net loss of $147,254 or
76%.  As we continue to seek restarted operations, organic growth in
conjunction with strategic alternatives and a reverse or merger opportunity, we
expect gross profit margins and the losses to ease when 2009 is compared to
2008.
 
 Liquidity
and Capital Resources
 
 As of March 31, 2009, cash totaled $145
as compared with $263 of cash at December 31, 2008, resulting in a decrease of
$118 in cash and cash equivalents.  The decrease in cash and cash
equivalents was attributed to funding the operational expenses and cost of goods
sold with accounts payable.  In the three months ended March 31, 2009
we used $118 of cash in operations.  For the comparable period in the
prior year we used $36,618 of cash in operations.
 
 Working capital was ($635,149) at March
31, 2009, as compared with working capital of $(589,145) at December 31,
2008.  This decrease in working capital was a result of using existing
funds and accounts payable to fund operations and related expenses.
 
 Off-Balance
Sheet Arrangements
 
 During the quarter ended March 31,
2009, we did not engage in any off-balance sheet arrangements.
 
 Stock-Based
Compensation
 
 In March 2004, the FASB issued
Statement of Financial Accounting Standards (SFAS) No.123 (Revised),
Shared-Based Payment.  This standard revises SFAS No. 123, APB Opinion
No. 25 and related accounting interpretations and eliminates the use of the
intrinsic value method for employee stock-based compensation.  SFAS
No. 123R requires compensation costs related to share based payment transactions
to be recognized in the financial statements over the period that an employee
provides service in exchange for award.  Currently, the Company uses
the revised fair value method of SFAS No. 123R to value share-based options
granted to employees and board members.  This standard requires the
expensing of all share-based compensation including options, using the fair
value based method.
 
 14
 Subsequent
Events
 
 The following material events occurred
subsequent to the quarter ended March 31, 2009:
 
 On April 24, 2009, the Company and
their former transaction processor, Galileo Processing, executed a settlement
agreement for all outstanding liabilities.  The agreement stipulates
full payment must be made to Galileo Processing no later that June 30,
2009.
 
 Item
3.                               Quantitative
and Qualitative Disclosures About Market Risk
 
 As a
smaller reporting company, we have elected not to provide the disclosure
required by this item.
 
 Item
4.                             Controls
and Procedures
 
 Disclosure
Controls and Procedures
 
 As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of the Chairman of the Board (“Chairman”)
and the remaining Board Member (“Member”), of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).
Based on this evaluation, the Chairman and Board Member concluded that, as of
the end of the record period covered by this report, our disclosure controls and
procedures are (1) effective to provide reasonable assurance that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms,
and (2) designed to ensure that material information required to be disclosed by
us in such reports is accumulated, organized and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriated, to allow timely decisions regarding required
disclosure.
 
 Change
In Internal Controls Over Financial Reporting
 
 There was no change in our internal
controls over financial reporting during our most recently completed fiscal
quarter that has materially, or is reasonably likely to materially affect, our
internal control over financial reporting.
 
 
 PART II
 OTHER
INFORMATION
 
 Item
1.                             Legal
Proceedings
 
 In April 2008 we received service of
process for a complaint filed by Airport Industrial Complex, our former
landlord. The complaint has been filed in the Orange Superior Court (Case No.
30-2008 00104277).  Management has received and reviewed a copy of the
complaint.  On April 1, 2009 the Company represented by counsel
appeared in Superior Court in a pre-trial effort to resolve the
matter.  The Company has negotiated a settlement, which remains unpaid
at May 13, 2009.  The next scheduled court is a trial date set for
June 1, 2009.
 
 15
 On April 24, 2008, we received
correspondence from Hill Ward Henderson, a law firm representing interests on
behalf of a card marketer program, the Plan First Financial Prepaid MasterCard
Card.  The Plan First Prepaid MasterCard Card was the flagship program
under the IMG card marketer umbrella.  The correspondence contains
assertions related to monies owed to both cardholders and Plan First Financial
Solutions, both of which the Company refutes. As of May 13, 2009 the Company has
received no further correspondence from either Hill Ward Henderson nor Plan
First Financial Solutions.
 
 On May 1, 2008, we received a demand
for payment letter filed by American Alarm Systems, our former security system
provider for contracted services through 2010.  The Company and
American Alarm Systems appeared in small claims court and settled the matter for
$900 on March 24, 2009.  The Company has until June 30, 2009 to make
payment on the settled amount.
 
 The Company continues to receive
demands for payments from creditors.  The Company has no funds to
defend these actions or to pay the creditors.  However Management has
been proactive to reach out to most creditors in an attempt to negotiate or
resolve outstanding debt.  Management anticipates that if the Company
is unable to settle these claims, the Company will be dissolved.
 
 Item 6.  Exhibits
  Exhibit No.
                  
                  Description31.1
                  
                  Certification
      pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
      Securities Exchange Act of 1934 of the Principal Executive
      Officer.31.2
                  
                  Certification
      pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
      Securities Exchange Act of 1934 of the Chief Financial
      Officer.32.1
                  
                  Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002, of the Principal
      Executive Officer and Principal Financial Officer.32.2
                  
                  Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, of the Principal Accounting Officer and
      Principal Financial Officer.
 
 
 16
 SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
     Trycera Financial,
      Inc.Date:
      May 20, 2009
                By:
                /s/ Ronald
      N. VanceRonald
      N. VanceDirector
 Date:
      May 20, 2009
                  By:
                  /s/ Ray
      SmithRay
      SmithPresident
      (Principal Executive Officer)






Date:
      May 20, 2009
                By:
                /s/ Bryan
      KenyonBryan
      KenyonChief
      Financial Officer (Principal Financial Officer)
















17