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, 2007





o
            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
            
            33-0910363State
      or other jurisdiction of incorporation or organization
            
            I.R.S.
      Employer I.D.No.2560
      E. Chapman Avenue, Suite 404, Orange CA
            
            92689(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 is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  o





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 o       (2)  Yes x    No  o





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. o








Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). o





The
registrant’s revenues for the twelve months ended December 31, 2007, were
$2,215,369.





The
aggregate market value of the voting stock held by non-affiliates of the
registrant (3,878,634 shares) is $426,650, computed by reference to the average
bid and asked price of the common stock ($.11) as of March 21,
2008.





At March
21, 2008, there were 8,254,302 shares of the registrant’s common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None








EXPLANATORY
NOTE





In the original Form 10-KSB for the
year ended December 31, 2007, filed with the Commission on April 14, 2008, the
Company incorporated by reference the information required pursuant to Items 9
through 12 of Part III of the report which was intended to be included in the
proxy statement for its 2008 Annual Shareholder Meeting.  The meeting
has been postponed.  This Part III information is included in this
Amendment No. 1 to the original filing pursuant to Paragraph E(4) of the General
Instructions to Form 10-KSB.





In
addition, the Company inadvertently failed to file as an exhibit to the original
annual report the consent of its independent registered public accounting firm,
Chisholm, Bierwolf & Nilson, for the use of their report dated February 7,
2008, related to the audit of the consolidated financial statements of the
Company for the years ended December 31, 2007 and 2006, included in the
Form 10-KSB for the year ended December 31, 2007, for the Company’s S-8
registration statement.  The consent is now attached to this
filing.





Also, the
certifications required pursuant to Rule 13a-14(a) are included as exhibits with
this Amendment No. 1.





This
Amendment No. 1 continues to speak as of the date of the original Form 10-KSB
for the year ended December 31, 2007, and the Company has not updated or amended
the disclosures contained herein to reflect events that have occurred since the
filing of the original Form 10-KSB, or modified or updated those disclosures in
any way other than as described in the preceding
paragraphs.  Accordingly, this Amendment No. 1 should be read in
conjunction with the Company’s filings made with the SEC subsequent to the
filing of the original Form 10-KSB on April 14, 2008.






2





PART
III





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





Current
Management





The following table sets forth as of
June 9, 2008, the name, age, and position of our executive officers and
directors:






Name
            
            Age
            
            Position(s)
            
            Director
      SinceBryan W.
      Kenyon
            
            36
            
            CFO,
    COO
            
            2007Alan
      Knitowski
            
            39
            
            Chairman
            
            2004Luan
      Dang
            
            36
            
            Director
            
            2004Randy
      Cherkas
            
            45
            
            Director
            
            2004




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





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





Bryan Kenyonhas been our
Chief Financial Officer since May 2004 and our Chief Operating Officer since
April 2007.  From May 2002 until February 2004, he was Director of
Financial Planning and Analysis for Next Estate Communications, a leading
provider of prepaid MasterCard® cards and stored value
solutions.  While in this position, he was responsible for company
activities relating to financial planning and business analysis.  In
addition Mr. Kenyon served as the liaison for company-wide investor relations
delivering business climate and financial performance summaries to key
stakeholders.  From February 2000 until May 2002 he was employed by
Fluor Corporation, a global engineering, construction, and procurement
organization, as Finance Manager for government services, Finance Manager for
global IT, and Senior Financial Analyst.  He had responsibility for
management of people and processes, including line of business overhead, capital
budgets, cost performance, and activity-based cost management.  Prior
to joining Fluor Corporation, Mr. Kenyon was employed by Baker Tanks in the
role of Manager of Business Analysis from November 1998 until February
2000.  While working at Baker Tanks, a niche market equipment rental
and tank organization, Mr. Kenyon developed a broad knowledge base in fixed
price and complex contract financing and retail pricing sensitivity
modeling.  Mr. Kenyon received his bachelor’s degree in business
administration/finance from California State University at Fullerton in
1994.  He received his MBA from Pepperdine University in
2001.





3


Alan Knitowski has been our
Chairman since May 2004.  He has also been Chairman of Caneum, Inc.
(OTC BB: CANM), a business process and information technology outsourcing
products and services company, since June 11, 2003.  Mr. Knitowski is
Founder and Managing Director of Ecewa Capital Group LLC, Co-Founder and
Co-Manager of Trymetris Capital Management LLC and the Trymetris Capital Fund I,
LLC, Director of WindSpring, Inc., Advisor of Edgewater Networks, Inc., Advisor
of IntEnt Media Ventures, Inc., and Angel Investor of numerous technology,
media, biotechnology and energy companies.





Previously, Mr. Knitowski was
Co-Founder and Director of Telverse Communications, a next-generation advanced
services ASP focused on wholesale communications services for carriers, service
providers and value-added resellers, which was acquired in July 2003 by Level 3
Communications (NASDAQ: LVLT).  Most recently, Mr. Knitowski was
Director of Marketing for the Voice Technology Group at Cisco Systems and was
responsible for business, market and community development, including business
planning and strategy for Cisco’s global packet communications
initiatives.  In November 2000, Mr. Knitowski joined Cisco as part of
the Vovida Networks acquisition, where he served as Co-Founder, President and
CEO and led the company from idea conception through its eventual acquisition by
Cisco (NASDAQ: CSCO).





In the past, Mr. Knitowski was an Angel
Investor and Director of vCIS, a proactive software behavior analysis and
anti-virus security company, and helped negotiate and structure its acquisition
by Internet Security Systems (NASDAQ: ISSX) in October
2002.  Additionally, he was a Founding Director of both the Open
Multimedia Protocol Alliance (OMPA) and the International Softswitch Consortium
(ISC) in 1999, which were subsequently merged and scaled to nearly 200 companies
prior to renaming itself to become the International Packet Communications
Consortium (IPCC) in 2003.  During his tenure at the consortium,
Mr. Knitowski served as its Vice Chairman, Co-Chair of its Government
Liaison Working Group and one of its external evangelists.





Previously, Mr. Knitowski worked in
various operational, line management and consulting roles with The Results
Group, Nortel Networks, Hewlett Packard and the United States Army, where he
served as an Airborne, Air Assault and Ranger qualified Captain in the Corps of
Engineers both domestically and abroad.  Mr. Knitowski holds an MBA
from the University of California at Berkeley, an MS in industrial engineering
from the Georgia Institute of Technology and a BS in industrial engineering from
the University of Miami.  He has delivered and moderated general and
executive sessions at various events and conferences within the communications
industry, has appeared on radio and television to discuss next-generation
networking and packet communications and has delivered educational sessions on
next-generation networking and packet communications to the United States
Federal Communications Commission.





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





4


Randy Cherkas was a founder
of GTS Prepaid, Inc., a distributor of prepaid products, and has been its
president since its inception in April 2000.  Since November 2007 he
has been a managing partner in Grapevine Capital Ventures LLC, a real estate
development firm.  He was the president of Global Telecommunication
Solutions, Inc., a telecommunications company, from September 1998 until
November 1999, and was a director from February 1998 until November 1999. 
From February 1998 to August 1998, Mr. Cherkas served as chief operating officer
for Global.  Global Telecommunications Solutions, Inc. filed for
bankruptcy in October 2000.  In April 1994, Mr. Cherkas founded
Networks Around the World, Inc. (“NATW”) and served as its president until
February 1998, when NATW was acquired by Global Telecommunication Solutions,
Inc.  He is a graduate of the University of Pennsylvania’s Wharton School
and received his Bachelor of Science degree in business in 1984.  Mr.
Cherkas is also a member of the board of directors and chairman of the
Membership Committee for the International Prepaid Communications Association
(IPCA), a trade association that serves the prepaid communications industry
including : phonecards, wireless, and other prepaid telecommunications carriers
and distributors.  He has been involved in developing prepaid programs
for such retail chains as A&P Supermarkets, Circle K, Wawa Food Markets,
Sunoco and 7-Eleven, as well as promotional programs for MTV Networks, Pepsi,
Kraft Foods and the Children’s Miracle Network.





Board
Committees and Advisors





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





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





5


Stockholder
Communications





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


·
            In
      writing at 2560 E. Chapman Avenue, Suite 404, Orange, CA 
      92869;


·
            By
      e-mail at trycera@gmail.com





The
Chairman will submit each communication received to the Board of Directors at a
scheduled meeting.





Compliance
with Section 16(a) of the Exchange Act





The following table identifies each
person who, at any time during the fiscal year ended December 31, 2007, was a
director, officer, or beneficial owner of more than 10% of our common stock that
failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act during the most recent fiscal year:








Name
            
            Number
      of Late Reports
            
            Number
      of Transactions Not Reported
              on
      a Timely Basis
            
            Reports
      Not FiledAlan
      Knitowski
            
            1
            
            1
            
            0Luan
      Dang
            
            3
            
            3
            
            0Bryan
      Kenyon
            
            1
            
            1
            
            0




Code
of Ethics





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





6


ITEM
10.  EXECUTIVE COMPENSATION





Executive
Compensation Summary





The following table sets forth the
compensation of the named executive officer for each of the two fiscal years
ended December 31, 2007 and 2006:




Name
      &
              Principal
      Position
            
            Year
            
            Salary
      ($)
            
            
            Bonus
              ($)
            
            
            Stock
      Awards
              ($)
            
            
            Option
      Awards
              ($)
            
            
            All
      Other Compensation
              ($)
            
            
            Total
              ($)Bryan
      W. Kenyon, CFO/COO
            
            2007
            
            $
            120,000
            
            
            
            0
            
            
            
            88,312
            (4)
            
            
            181,750
            (4)
            
            $
            8,898
            (3)
            
            $
            398,9602006
            
            $
            100,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            7,984
            (3)
            
            $
            107,984Matthew
      S. Kerper,
              CEO(1)
            
            2007
            
            $
            59,994
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            15,254
            (2)
            
            $
            75,2542006
            
            $
            120,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            6,963
            (2)
            
            $
            126,963


(1)
            Mr.
      Kerper resigned as president and our chief executive officer effective
      June 30, 2007, thus departing after 13 pay periods or half of the
      year.  Mr. Kerper subsequently resigned as a diretor on
      September 12, 2007.  Mr. Kenyon has acted as the principal
      executive officer since June 30,
2007.


(2)
            Mr.
      Kerper’s other annual compensation consists of a $267 per pay period
      adjustment for healthcare in 2006, while in 2007 the amount was adjusted
      upward to $383 per pay period.  Mr. Kerper was also paid out
      accrued vacation of $10,272 upon his
departure.


(3)
            Mr.
      Kenyon’s other annual compensation consists of a $307 per pay period
      adjustment for healthcare in 2005 and 2006, while in 2007 the amount was
      adjusted upward to $342 per pay
period.


(4)
            On
      May 26, 2007, our Compensation Committee granted 100,000 shares and
      200,000 stock purchase options to Mr. Kenyon pursuant to the new
      employment agreement entered into by and between Mr. Kenyon and the
      Company.  The grant and options vest at a rate of 1/16th
      per quarter for four years and the options are exercisable at $1.00 per
      share. The value of the shares and options was determined in accordance
      with FAS 123R.





On May
26, 2007, the Compensation Committee approved a revised employment agreement and
compensation for Bryan Kenyon as CFO and COO.  The following
description sets forth the material individual terms of these
agreements:





·
            The
      initial period of the employment agreement for Mr. Kenyon is two years
      beginning May 26, 2007.  He is required to devote his full time
      to the business of the company.  His base salary is $120,000 per
      annum.  He received a signing bonus of 100,000 shares, which
      were previously issued by the Board of Directors on June 7, 2007, and
      options to purchase 200,000 post-split shares as additional compensation
      for entering into the agreement.





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





·
            The
      exercise price of the options granted to the employee is $1.01 per
      share.





·
            The
      options granted to the employee shall vest as
      follows:  1/16th
      per quarter for each quarter covering four years, and/or immediately in
      the event of a Corporate Transaction, as defined in the 2004 Stock
      Option/Stock Issuance Plan.





·
            Mr.
      Kenyon is eligible to receive an annual performance bonus between 0% and
      100% of the then applicable base salary upon achievement of annual
      performance objectives payable either in cash or
  stock.





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





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





·
            The
      agreement contains customary termination and confidentiality
      provisions.





7


Equity
Awards





The
following table sets forth certain information concerning unexercised options
for the named parties that were outstanding as of December 31,
2007:





Name
            
            Number
      of securities underlying unexercised options
              (#)
              exercisable
            
            
            Number
      of securities underlying unexercised options
              (#)
              unexercisable
            
            
            Option
      exercise price
              ($)
            
            Option
      expiration date
            
            Number
      of shares or units of stock that have not vested
              (#)
            
            
            Market
      value of shares or units of stock that have not vested
              ($)Bryan
      W. Kenyon
            
            
            25,000
            (1)
            
            
            0
            
            
            $
            1.01
            
            June
      7, 2017
            
            
            175,000
            
            
            $
            12,250


(1)
            The
      stock grant and options vest at a rate of 1/16th
      per quarter for four years and the options are exercisable at $1.00 per
      share.





On May
11, 2004, our Board of Directors adopted the 2004 Stock Option/Stock Issuance
Plan.  Our shareholders approved the plan effective June 14,
2004.  The purpose of the plan is to provide eligible persons an
opportunity to acquire a proprietary interest in our company and as an incentive
to remain in the service of the company.  The Plan was updated on Jun
7, 2007 to include more shares of common stock.





There are
now 10,000,000 shares of common stock initially authorized for nonstatutory and
incentive stock options and stock grants under the plan, which are subject to
adjustment in the event of stock splits, stock dividends, and other
situations.





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





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





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







8


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





The
purchase price under each option is established by the plan administrator, but
in no event will it be less than 100% of the fair market value of our common
stock for ISOs and 85% for NSOs.  The price applicable to any option
holder who holds more than 10 percent of our outstanding common stock will be
110% percent of fair market value. The aggregate exercise price, plus applicable
taxes, are due and payable in cash or check on the date of the exercise of an
option.  However, the plan administrator may permit payment of the
total amount due by a full-recourse, interest-bearing promissory note; payroll
deductions in installments; shares of common stock valued at fair market value
on the date of exercise of the option; or through a special sale and remittance
procedure through a designated brokerage firm.





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





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





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





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





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




9


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





If
employment with or service to us terminates for whatever cause at a time when
the participant holds unvested shares issued under the stock issuance plan,
those shares will be immediately surrendered to us and cancelled.  In
the event the participant paid for the shares surrendered in cash or cash
equivalent, the amount of that consideration will be repaid.  In the
event that the participant furnished a promissory note in payment of shares
surrendered, the remaining balance of that note attributable to the surrendered
shares will be cancelled.  In the sole discretion of the plan
administrator, the surrender and cancellation of any unvested shares issued
under the stock issuance plan may be waived at any time by the plan
administrator subject to such terms and conditions or on no terms and conditions
as the plan administrator may determine.





Director
Compensation





The
following table sets forth certain information concerning the compensation of
our directors, excluding Messrs Kenyon and Kerper, whose total compensation is
set forth in the Summary Compensation Table above, for the last fiscal year
ended December 31, 2007:





Name
            
            Option
      awards(1)
              ($)
            
            
            All
      other compensation
              ($)
            
            
            Total
              ($)Alan
      Knitowski
            
            $
            24,000
            
            
            $
            60,000
            (2)
            
            $
            84,000Luan
      Dang
            
            $
            48,000
            
            
            $
            15,332
            (3)
            
            $
            63,332Randolph
      Cherkas
            
            $
            37,750
            
            
            
            0
            
            
            $
            37,750Robert
      Lang(4)
            
            $
            24,750
            
            
            
            0
            
            
            $
            24,750


(1)
            The
      grants and options vest at a rate of 1/4th of the total options granted at
      the end of each three-month period, which initial period shall commence on
      the day of the grant, and immediately in the event of a Corporate
      Transaction, as defined in the Plan. The value of the shares and options
      was determined in accordance with FAS
123R.


(2)
            We
      pay $5,000 per month to Ecewa Capital Group LLC, a company of which Mr.
      Knitowski is the managing director, pursuant to an agreement whereby Ecewa
      provides to us general business and corporate strategy consulting
      services.


(3)
            This
      amount represents reimbursement to Mr. Dang for medical and dental
      insurance premiums for him and his
family.


(4)
            Mr.
      Lang resigned as a director on January 16,
2008.







10


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





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





Security
Ownership of Certain Beneficial Owners and Management





The following table sets forth certain
information furnished by current management concerning the ownership of the
common stock of our company as of June 11, 2008, of (i) each person who is known
to us to be the beneficial owner of more than 5 percent of the common stock;
(ii) all directors and executive officers; and (iii) our directors and executive
officers as a group:








Name and
      Address
              of Beneficial
      Owner
            
            Amount and Nature
              of Beneficial
      Ownership (1)
            
            
            Percent of
      ClassBryan
      Kenyon
              2560 E. Chapman Ave
              Suite 404
              Orange, CA. 92689
            
            
            1,775,080
            (2)
            
            
            17.1
            %Alan
      Knitowski
              2560 E. Chapman Ave
              Suite 404
              Orange, CA. 92689
            
            
            2,743,750
            (3)
            
            
            27.0
            %Luan
      Dang
              2560 E. Chapman Ave
              Suite 404
              Orange, CA. 92689
            
            
            1,007,500
            (4)
            
            
            10.5
            %Randolph
      Cherkas
              1 Executive Dr.
              Suite 8
              Marlton, NJ 08057
            
            
            266,667
            (5)
            
            
            2.8
            %






11




Executive
      Officers and
              Directors as a Group
              (4 Persons)
            
            
            5,792,997
            
            
            
            49.1
            %Knitowski
      Family Trust UDT
              Dated August 30, 2000
              2 San Joaquin Plaza
              Suite 240
              Newport Beach, CA 92660
            
            
            2,340,000
            (6)
            
            
            23.7
            %Eric
      Bronk
              3151 Airway Avenue
              Suite P-3
              Costa Mesa, CA 92626
            
            
            762,452
            (7)
            
            
            8.1
            %Trymetris
      Capital Fund I, LLC
              2 San Joaquin Plaza
              Suite 240
              Newport Beach, CA 92660
            
            
            552,302
            (8)
            
            
            6.0
            %Matthew S.
      Kerper
              P.O. Box 3599
              Coppell, TX 75019
            
            
            992,085
            
            
            
            10.7
            %




(1)  This
table is based upon information supplied by officers, directors and principal
stockholders and Schedules 13D and 13G filed with the Securities and Exchange
Commission.  Unless otherwise indicated in the footnotes to this
table, and subject to community property laws where applicable, we believe that
each of the stockholders named in this table has sole voting and investment
power with respect to the shares indicated as beneficially
owned.  Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.  Beneficial ownership
also includes shares of stock subject to options and warrants currently
exercisable or exercisable within 60 days of the date of this
table.  All outstanding options are subject to early exercise
provisions and are therefore deemed to be immediately exercisable for purposes
of this table.  Applicable percentages are based on 9,259,301 shares
of our common stock outstanding on June 11, 2008.


(2)  Includes
90,000 shares owned by a children’s trust controlled by Mr.
Kenyon.  Also includes 1,150,000 shares issuable upon exercise of
outstanding options.


(3)  Includes 1,710,000
shares owned by a family trust controlled by Mr. Knitowski, 67,500 owned by an
IRA, and 70,000 shares owned by a limited liability company controlled by Mr.
Knitowski.  Also includes 106,250 shares issuable upon exercise of
outstanding options held by Mr. Knitowski and 125,000 shares issuable upon
exercise of outstanding options held by a limited liability company of which Mr.
Knitowski is the president.  Further includes 630,000 shares issuable
upon exercise of warrants owned by a family trust controlled by Mr. Knitowski
and 35,000 shares issuable upon exercise of warrants owned by a limited
liability company controlled by Mr. Knitowski.


(4)  Includes
70,000 shares owned by a limited liability company controlled by Mr.
Dang.  Also includes 200,000 shares issuable upon exercise of
outstanding options.  Further includes 67,500 shares issuable upon
exercise of outstanding warrants and 35,000 shares issuable upon exercise of
warrants owned by a limited liability company controlled by Mr.
Dang.


(5)  Includes
200,000 shares issuable upon exercise of outstanding options.


(6)  Includes
630,000 shares issuable upon exercise of warrants.  All of these
shares beneficially owned this family trust are also included in the shares
beneficially owned b y Mr. Knitowski, above.


(7)  Includes
175,000 shares issuable upon exercise of options.  Also includes
552,302 shares held by Trymetris Capital Fund I, LLC which are included
below.


(8)  The
voting and investment power over these shares is held by Eric Bronk, a managing
member of the manager of this limited liability company.  These shares
are also included above with the shares beneficially owned by Mr.
Bronk.





12


Equity
Compensation Plan Information





The following table sets forth as of
the most recent fiscal year ended December 31, 2007, certain information with
respect to compensation plans (including individual compensation arrangements)
under which our common stock is authorized for issuance:





Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              (a)
            
            
            Weighted-average
      exercise price of outstanding options, warrants and rights
              (b)
            
            
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column (a) and
      (b))
              (c)Equity
      compensation plans approved by security holders
            
            
            3,406,250
            
            
            $
            
            
            $
            6,301,750
            (1)Equity
      compensation plans not approved by security holders
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Total
            
            
            3,406,250
            
            
            
            -0-
            
            
            
            6,301,750


(1)
            Under
      our Stock Option/Stock Issuance Plan we are authorized to issue up to
      10,000,000 as options or stock grants.  Through December 31,
      2007, we had issued 292,000 shares as stock
  grants.





ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Certain
Relationships and Related Transactions





On April
3, 2008, the Company began entering into 10% Senior Secured Promissory Notes for
an amount totaling $77,500.  The proceeds of the secured notes were to
assist in bridging the finances of the Company pursuant to the letter of intent
executed on April 1, 2008, by and between the Company and US Social Scene, LLC.
Our Chairman, Alan Knitowski, invested $67,500 and Luan Dang, a director,
invested $5,000.  We have issued 10% Senior Secured Promissory Notes
to both of these parties in the amount of their investments.  The
principal and interest on these notes are due and payable in the event of a
change of control of our company.  The notes are secured on a pro rata
basis by any tangible or intangible assets of the company, whether now existing
or hereafter acquired or created.  The notes also prohibit the company
from incurring, creating, assuming, guarantying or permitting to exist any
indebtedness that ranks senior in priority to, or  pari  passu with,
the  obligations under the notes.







13


On
January 8, 2007, we entered into an agreement to pay $1,000 of the rent on
office space of Curo Capital, LLC, a company controlled by Alan Knitowski, our
Chairman, and Luan Dang, one of our directors.  The agreement expires
on December 31, 2008, and acts as the office of the Chairman for our
company.





On
January 1, 2006, we entered into an agreement with Ecewa Capital Group LLC, a
company of which Mr. Knitowski is the managing director.  The term of
the agreement is for 48 months and is automatically renewable for an additional
six months unless notification is provided at least 90 days prior to the
original expiration date.  Under the agreement Ecewa is to provide
general business and corporate strategy consulting services.  We pay
$5,000 per month for these services.





We
have an employment agreement with our CFO and COO, Bryan
Kenyon.  Under the terms of the agreements we pay $120,000 per annum
and additional variable funds for healthcare and expense reimbursement, to Mr.
Kenyon.





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





Since
June 2005, we have agreed to reimburse Luan Dang, one of our directors, for his
medical and dental insurance premiums for him and his family.  For the
year ended December 31, 2007, the total reimbursement amount was
$15,332.  For the first four-month period of 2008, the amount was
$4,078, and for the second four-month period the amount is $4,832.





Director
Independence





Our
securities are not listed on a national securities exchange or in an
inter-dealer quotation system which has requirements that directors be
independent.  As a result, we have adopted the independence standards
of the American Stock Exchange to determine the independence of our directors
and those directors serving on our committees.  These standards
provide that a person will be considered an independent director if he or she is
not an officer of the company and is, in the view of the Company’s Board of
Directors, free of any relationship that would interfere with the exercise of
independent judgment.  Our Board of Directors has determined that two
of our directors, Luan Dang, and Randy Cherkas, would meet this standard and
therefore, would be considered to be independent.







14


ITEM
13.                                EXHIBITS





The
following exhibits are filed with this report:








10.7
            
            Form of %
      Senior Promissory Note Terms23.1
            
            Consent of Chisholm,
      Bierwolf & Nilson, independent registered public accounting
    firm31.1
            
            Rule 13a-14(a)
      Certification by Principal Executive Officer31.2
            
            Rule 13a-14(a)
      Certification by Principal Financial
Officer








SIGNATURES





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




Trycera Financial,
      Inc.Date:
      June 27, 2008
              By:
              /s/ Bryan
      KenyonBryan
      Kenyon, COO and CFO(Principal
      Executive Officer and Principal Financial Officer)





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