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

                                FORM 10-KSB

(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, 2006

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

     For the transition period from ________ to __________

                     Commission File Number: 000-30872
                                            ------------

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

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

18023 East Sky Park Circle, Suite G, Irvine, CA                     92614
(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.  [  ]

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

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


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

The registrant's revenues for the twelve months ended December 31, 2006,
were $1,094,583.

The aggregate market value of the voting stock held by non-affiliates of
the registrant (3,878,634 shares) is $3,994,993, computed by reference to
the average bid and asked price of the common stock ($1.03) as of March 28,
2007.

At March 29, 2007, there were 7,787,302 shares of the registrant's common
stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     Part III of the Form 10-KSB incorporates by reference certain portions
of the Registrant's proxy statement for its 2007 Annual Meeting of
Shareholders to be filed with the Commission not later than 120 days after
the end of the fiscal year covered by this report.























                                     2

                             Table of Contents
                                                                       Page
                                                                       ----
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

   ITEM 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . .4
   ITEM 2.   DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . 13
   ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . 13
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF
               SECURITY HOLDERS. . . . . . . . . . . . . . . . . . . . 14

PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

   ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . 14
   ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR
               PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . 16
   ITEM 7.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . 21
   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . 21
   ITEM 8A.  CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . 21
   ITEM 8B.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . 22

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

   ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
               CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
               THE EXCHANGE ACT. . . . . . . . . . . . . . . . . . . . 22
   ITEM 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . 23
   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . .  23
   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . 23
   ITEM 13.  EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . 23
   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . . 24




                                     3

                                   PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Background and Overview
-----------------------

     Trycera Financial, Inc. was incorporated under the laws of the State
of Nevada on May 10, 2000, under the name Whitelight Technologies, Inc.  On
June 14, 2004, we amended the articles of incorporation to change the name
to Trycera Financial, Inc.  We presently have no subsidiaries.

     Prior to May 2004, we had no operating history.  In May 2004 we
retained the services of new management and commenced our financial
services and stored value products business.  Our operations are in the
startup phase of development.

     Based in Irvine, California, we are in the business of developing,
deploying and marketing semi-custom and customized branded prepaid and
stored value card solutions.  To complement the core stored value card
solutions, we also provide complementary financial products and services,
notably an alternative credit reporting platform, an identification
verification solution, and a host of cardholder driven choices highlighted
by items such as bill payment and online account access and account balance
management.  Stored value products are broadly defined as financial
instruments where the value on the card has been prepaid, and where
subsequent transactions decrease the value against the balance originally
loaded onto the card or instrument.  Our core operating business is
centered upon developing, deploying and marketing a broad array of stored
value products and services in conjunction with card marketers.  Card
marketers are defined as organizations, companies or individuals who elect
to provide stored value products direct to cardholders or consumers while
entering into a specific agreement and relationship with our company.  We
then work with card marketers to design and develop a stored value card
program or card-based solution that the card marketer can then deliver to
its target customer base.  In many instances the target audience is persons
without banking relationships and persons who are underserved by existing
banking facilities.  The card marketers, with the card product(s) or
service supplied by our company, can then deliver a varied option of stored
value products and services to their target audience or customer base that
includes:

     -    Association-branded (MasterCard(R), Visa(R)) prepaid debit cards;
     -    Co-branded prepaid debit products;
     -    Private label credit products;
     -    Online payment solutions;
     -    Financial management tools and support; and
     -    Alternative credit improvement programs and strategies.

     Our card marketers and business partners are provided program specific
card solutions through infrastructure and technology that allows our
marketers and partners access and communication through a secure web-based
reporting system, though access to the suite of services is only granted
upon the execution of a term-defined services agreement with us.  The
flexibility of our technology platform allows our stored value products and
services to be customized to meet the changing requirements for specific
card marketer, partner and changing cardholder demands.


                                     4

     During 2006 we continued to expand and grow our core operating
business.  Set forth below are material highlights of our business
operations during 2006:

     -    We launched a new product, the PlatinumTel Everyone Visa(R) debit
          card, a turnkey stored value solution which expanded our
          customized offerings and was developed to support a prepaid
          wireless cell phone market in the mid-western United States.
          Similar to our other internal card-based programs and solutions,
          the PlatinumTel Everyone Visa(R) debit card program offers a set of
          card features and functionalities that include: bill payment,
          wireless spending alerts, live customer service support and web-
          based card management tools.

     -    We also launched My Full Credit, an alternative credit reporting
          product and service.  This program will allow participants to
          report non-traditional payments to over 200 national credit
          reporting agencies.  By providing such non-traditional payment
          information, credit reporting agencies may better understand an
          individual's consumer credit behavior and in turn offer an
          ability to report alternative scores that may or may not help
          facilitate credit granting decisions by prospective credit
          lenders.

     -    To further diversify our prepaid card product offers, we
          developed and implemented a proprietary card management platform
          designed to mitigate large program start-up costs while
          streamlining the way stored value card programs are built and
          managed.  Known as the OEM platform, this card platform provides
          card marketers and our customers with the ability to rapidly
          create, launch, and manage semi-customized stored value programs
          while not bearing the costs and related resource requirements
          associated with direct processor, issuer, and association
          relationships.  The OEM platform allows marketers to market a
          unique card brand of their choosing and wrap that brand in a
          customized web skin which is then seamlessly integrated into our
          core infrastructure and technology engine, providing transparent
          functionality.  Further benefits of our OEM platform include
          hands on program management by us and the flexibility to choose a
          cost plus processing model or a traditional revenue sharing
          model.

     -    We also launched a new product, the Model Debit MasterCard(R) card.
          This turnkey stored value solution showcases our OEM platform and
          has been developed to support a prepaid card program tied to a
          teen and early twenties modeling program across the United
          States.  Similar to other customized solutions, the Model Debit
          MasterCard(R) program offers a set of card features and
          functionalities that include: bill payment, wireless spending
          alerts, live customer service support and web-based card
          management tools.



                                     5

     -    We added three new customers, daData, Auto Wireless Solutions,
          AllCard Financial Services.  Each customer fills a niche market
          and seeks to expand customer retention and facilitate financial
          management and payments by offering their targeted customers a
          turnkey financial and card-based solution. In addition, we also
          worked closely to gain consensus and deliver executable
          agreements with an active sales prospect funnel that included
          seven prospects.  While each prospect represented a unique niche
          market or consumer group, the goal is to execute a program
          agreement and deliver a turnkey card-based solution with each
          prospect.  It is expected that not all prospects will convert to
          customers, but that the sales funnel represents the continued
          effort to growing the card base and card portfolio.

     -    We entered into a new banking relationship with New Millennium
          Bank, a credit card processor based in New Brunswick, New Jersey.
          Management believes this agreement will help us diversify our
          banking relationships and facilitate the implementation of new
          non-traditional prepaid debit card programs within the United
          States.

     -    We rescinded our asset purchase agreement with Prime Mutual Card
          which we had entered into in August 2006.

     Subsequent to our most recent year-end we disposed of our wholly owned
subsidiary, isleCORE Systems, Inc., which we originally acquired in June
2005.

     With respect to our non core business, and until February 2007, we
owned, distributed, and serviced a catalog shopping card portfolio under
the brand name Tru Platinum.  Due to the focus of growing the core stored
value card business, management elected to eliminate the catalog shopping
card program in its entirety.

     In addition to our core operations, we continue to expand our search
for small card marketers and card portfolio companies and financial
services-related companies for acquisition.   In 2006 we evaluated two
separate opportunities but did not pursue either opportunity beyond the
initial due diligence stage.

Stored Value and Financial Products and Services
------------------------------------------------

     Overview
     --------
     We are engaged in two key areas of focus, the first of which is to
develop and implement stored value programs either internally or for
outside customers to market, service, and support branded MasterCard(R) and
Visa(R) prepaid debit and ATM cards. Our other core focus is developing and
marketing complementary financial service products such as alternative
credit reporting and management tools, personal finance tools and products
that facilitate alternative credit bureau report scoring.

     Consumer Based Stored Value Products
     ------------------------------------
     The stored value card, also commonly referred to as a prepaid card or
prepaid debit card, is typically a credit card-sized piece of plastic
encoded with certain consumer information and pre-loaded with a particular
monetary value. Unlike credit cards, which draw their value from a line of
credit with a bank, or debit cards, which draw their value from a
cardholder's checking account, the value on a prepaid card typically comes
from money given to the company which markets and/or issues the card prior
to its use.  Prepaid cards take many forms, including gift cards that can
be used at a specific merchant or location, travel cards that can be used
in the same way as travelers' checks, payroll cards that can be used to
access one's wages, and "teen cards" that are marketed to those under 18

                                     6

years old to access funds their parents load onto the card.  Our services
include developing customized programs and brands for clients who want to
distribute prepaid cards through direct, non-retail channels or developing
and deploying our own prepaid card programs which can likewise be marketed
through direct, non-retail channels such as direct mail advertising or
online advertising.  We have developed and are currently marketing three
prepaid card programs with our own customized branding while simultaneously
we provide the program support for several other custom and semi-custom
card programs which have been delivered throughout 2006.  The program
support of the semi-customized and customized card programs includes the
transaction management, fraud and risk management and portfolio maintenance
that also includes the stock of custom card plastics, marketing collateral
and program terms and conditions.

     We develop stored value products which include creating a customer
brand or brand awareness for the card, structuring consumer fees, securing
bank approvals, producing marketing materials, and creating customer
websites.  Some of these services are performed by us in-house and some are
outsourced to third party providers.  We currently do not provide card
processing services which generally consist of set-up and maintenance of
the card and cardholder funds, transaction authorization, processing,
clearing and settlement of transactions, cardholder dispute resolution,
regulatory compliance, security and fraud control, and activity reporting.
These services are performed for us under an agreement with Galileo
Processing, our third party transaction processing partner.  The Company
pays for the Galileo Processing services under an agreement that include
monthly fees for transaction volume, special projects fees and flat monthly
support fees.  In addition, our current portfolio of prepaid cards is
issued by MetaBank, one of our banking partners, a financial institution
authorized to issue MasterCard(R) or Visa(R)  products in partnership with us.

     With our current card portfolio of stored value card solutions and
complementary financial services, we actively market our card solutions and
services to prospective customers who are located through leads generated
from trade shows and conferences, from personal contacts of management, or
through contacts made by management to selected companies.  At this time we
have entered into marketing and services arrangements and agreements with a
variety of companies, all of whom want us to provide stored value card
solutions tailored to fit their unique customer base or niche market.

     We have entered into an exclusive, renewable service agreement with
Galileo Processing, Inc. in which they have agreed to process all of our
authorization and settlement transactions for our prepaid cards and to
handle payments and adjustments to the cards. They will also maintain
cardholder information, provide customer service, implement fraud control
processes and procedures, and provide related services in connection with
the prepaid cards.  We are obligated to pay a minimum monthly fee for these
services which is credited against the fees payable to them by us for each
processing transaction.  During the term of the agreement, Galileo is
required to maintain in effect errors and omissions insurance in the
aggregate amount of $2,000,000.  The agreement may be terminated by either
party if the other party becomes insolvent, if any of the representations
or warranties made by the other party in the agreement are inaccurate, if
new legal requirements are imposed on cards, if the issuing bank ceases to
issue the pre-paid cards, or if Galileo loses its sponsorship with
MasterCard(R) as a certified third-party processor.  In addition, Galileo may
terminate the agreement if we fail to make our monthly minimum on our
customer accounts.



                                     7

     In connection with our processing agreement with Galileo Processing,
we have also entered into a non- exclusive agreement with First Federal
Savings Bank of Midwest, doing business as Meta Payment Systems, to issue
to our customers the stored value Visa(R) or MasterCard(R) products marketed by
us.  This agreement permits us to offer the prepaid cards which are issued
by the bank.  The design of the prepaid cards will be developed by us but
will be subject to the bank's prior written approval.  In addition to
issuing the prepaid cards, the bank will be responsible for holding and
retaining cardholder funds until the funds are used by the cardholders.
The account holding the cardholder funds is an FDIC  insured account and is
not accessible by the Company.  The bank is also responsible for
maintaining at its own expense a principal license with MasterCard(R), Visa(R),
or any other card network system for which it issues prepaid cards.  We
have agreed to pay the bank a monthly minimum fee or a fee based on the
monthly gross dollar value of card transactions, as well as transaction
fees for PIN-based or ATM transactions.  In return, the bank will
distribute to us a percentage of the transaction fees collected from the
card holders.  The agreement requires us to maintain appropriate
comprehensive general liability insurance, errors and omissions, and
employee theft and dishonesty insurance policies with a limit of not less
than $1,000,000 per occurrence.  Either party may terminate the agreement
for cause.

     We manage our customer accounts and card portfolios through a
combination of daily electronic reporting and transaction monitoring,
reviewing the card spending patterns, load volumes and spending frequency
reports.  We maintain a fully redundant dataset on a daily basis to ensure
the storage and availability of data retrieval.  Moreover, these reports
outline fraud scenarios and report suspicious activity such as high dollar
load transactions.  In addition, we subcontract personnel as needed from
our processor or qualified third parties to review fraud transactions and
cross check our internal controls and management systems to be certain that
the maintenance of the cardholder accounts continues to be administered to
the documented guidelines.  As the number of outstanding cards increases,
we anticipate that these functions would continue to be outsourced to our
processor.

     Complementary Financial Products and Services
     ---------------------------------------------
     We are actively engaged in the development of products and services
that can be bundled with our core prepaid card products.  These
complementary offerings include credit management tools, credit bureau
reporting services and prepaid telecommunications products. We have sourced
third party providers for these services and we are in the process of
negotiating service agreements with three providers for such services.  The
basis for developing complementary services and products is to bundle a
suite of products onto a single prepaid card that then functions as a
turnkey personal financial management tool.  By maximizing the
functionality of the prepaid card product, we aim to sustain cardholders
for longer periods of time and promote growth of our product via word of
mouth by those existing cardholders.  Expanding the prepaid card
functionality for current cardholders will also allow us to differentiate
our products from others in the market and provide a distinct marketing
advantage while providing the cardholders with improved features and
functionality.






                                     8


     Competition
     -----------
     The competitive landscape continues to evolve with mergers and
acquisitions, company consolidations and new entrants developing and
deploying niche market prepaid card solutions with focus on demographic and
ethnic subsets, credit seeking individuals and under and un-banked
consumers.  The competitive environment has seen a rise in products and
companies across all sales channels, including online, retail, non-retail,
mass merchant and independent sales operators.  Although the prepaid
industry is still in a growth phase, considerable specialization has begun
to occur with the end result delivering a competitive landscape that can be
broken into three primary segments:  open, PIN-based semi-open and closed
loop product offerings. Most segments are filled with unique competitors
and an equally divergent collection of product offerings.

     The open segment of the market consists of a fragmented collection of
association branded prepaid debit card products.  The common trait within
this product segment is that all products carry the MasterCard(R), Visa(R),
American Express , or Discover  brand on the front of the card giving the
product category unparalleled payment acceptance.  Examples of companies
who compete within the space are Green Dot Corporation, Net Spend, One
Global Finance, Account Now, E-count, and E-Comm Link.  Many of these
companies share common traits including: well-developed proprietary
infrastructure, substantial investment in internal IT resources,
significant and/or continual venture capital backing, large scale
distribution points, profitability, and direct relationships with the
associations, such as MasterCard(R) and Visa(R).

     Within the context of the stored value space, "PIN-based or semi-open
loop" traditionally refers to a category of products that do not carry a
major association branded (MasterCard(R), Visa(R), American Express(R),
Discover ) on the front of the card.  These cards are affiliated with the
Cirrus, Maestro, or Plus networks and are accepted as payment at debit-
enabled merchant locations.  Unlike an open loop product, a PIN-based
product cannot be used for online commerce.  Several dozen small companies
have emerged in this semi-open segment, evolving from the precursor
industry of prepaid phone cards.  Included on the list would be companies
such as Air Time Technologies, I2C, and nFinanSe among others.

     Closed-loop product offerings make up the largest collective segment
of the stored value industry in terms of cards issued and transactional
volume.  Cards within this segment tend to be focused on specific use
applications within a single organization or structure.  The common trait
among these products is that they carry no direct payment affiliation to
the debit or credit network, and typically are designed as a replacement
for paper gift certificates or in limited cases to access merchant specific
online content.  Common examples include:  the Starbucks gift card and Dave
& Busters game card.  There are several entrants within this space, most of
which are competing only for their own gift card business. Notable
providers within the space are Stored Value Systems, Value Link, AT&T, and
others.



                                     9

     There is a growing degree of competition among companies seeking to
acquire interests in stored value and financial services companies such as
those we may target for acquisition.  A large number of established and
well-financed entities, including large banking and financial institutions,
stored value distributors and aggregators and venture capital firms, are
active in acquiring interests in companies that we may find to be desirable
acquisition candidates.  Many of these entities have significantly greater
financial resources, industry expertise and managerial capabilities than do
we.  Consequently, we may be at a competitive disadvantage in negotiating
and executing possible acquisitions of these entities as competitors may
have easier access to capital than do we.  Although entrepreneur-founders
of privately held stored value and financial services companies may place
greater emphasis on the ease of access to capital than on obtaining the
management skills and industry expertise that we can provide, management
believes that it offers unique and attractive set of benefits, including
the ability of the founders and management to preserve their business
culture and identity while leveraging the strengths of an acquired company.

     In addition, each of the prospective acquired companies will
undoubtedly face significant competition in their individual markets.  We
believe competition will continue to grow both from new entrants to the
market as well as from existing participants, such as banks expanding the
breadth of their services into the markets currently underserved.

     We believe that competition in the stored value products and services
market is based upon the following factors:
     -    Addressing the needs of underserved and unbanked customers;
     -    Program flexibility for user-specific needs;
     -    Responsiveness to customer demands;
     -    Easy product distribution access and usage (i.e. online,
          telephone, retail, etc);
     -    Stored value expertise;
     -    Brand recognition and geographic presence; and
     -    Price.

     It can be assumed that we and any acquired company will compete with
numerous large companies that have substantially greater market presence
and financial, technical, marketing and other resources than we have, such
as Green Dot Corporation, Net Spend, One Global Finance, Account Now, E-
count, and E-Comm Link.  These competitors include (i) large stored value
product and service providers; (ii) national, regional and local networked
retail prepaid service providers who have stored value services divisions;
(iii) fully integrated on-line services companies; and (iv) major venture-
backed stored value firms.  Many of our competitors have expanded their
core product and/or service offerings over the past year and increased
their focus on new product development and delivery, thus increasing the
number of organizations that are providing products and services similar to
ours.

     As a result of continued competition, we expect to encounter product
or pricing pressure, which in turn could result in reductions in the
average selling price of our products and services.  There can be no
assurance that we will be able to offset the effects of any such price
reductions through an increase in the volume of product sales, higher
revenue from new products or services, cost reductions or otherwise.  In
addition, we believe that continuing awareness and expansion in the stored
value products and services industry could result in increased price
pressure and other competition in the industry.



                                     10

     Regulatory Environment
     ----------------------

     As the stored value industry continues to grow, we can expect
regulatory oversight to expand accordingly.  In related regulatory
developments, and in a decision in the case of SPGGC, LLC v. Ayotte, issued
August 1, 2006, the US District Court for the District of New Hampshire
found that New Hampshire state consumer protection laws do not apply to
prepaid gift cards issued by national banks and federal savings
associations, even if such cards are marketed and distributed by non-bank
third parties. This case is significant in that it could expand the scope
of federal preemption of state law beyond the banks and their subsidiaries
to agents of federal banking institutions.  At this stage we rely on
federal preemption of state laws and as a non-bank third party, maintain a
vested interest in the continued scope of federal preemption.  Moreover,
the Federal Deposit Insurance Corporation (FDIC) has evaluated comments on
whether stored value card funds should qualify as deposits that must be
insured.  Separately, the Federal Reserve Board is considering whether
stored value payroll cards should be covered by Regulation E.  The Office
of the Comptroller of the Currency (OCC) issued an advisory letter offering
guidance to national banks engaged in payroll card systems regarding
appropriate disclosures, error resolution procedures, liability limits for
unauthorized use and other issues.

     States, too, may initiate consumer protection requirements for stored
value cards, such as caps on certain kinds of fees.  At this time, various
states are investigating the feasibility of clarifying existing regulations
for stored value products.  Although there may be additional regulations at
both the state and federal level, outlined below are the key risks
associated with the stored value industry:

     -    Federal laws:
          -------------
          There are cases in court that are working to determine the
          applicability of the preemption doctrine as it relates
          specifically to the conflicts of federal and state laws governing
          stored value and prepaid cards.  As the court cases are settled,
          there will be increased clarity to the application of the
          doctrine of federal preemption governing the stored value
          industry and may result in or alter the compliance and regulatory
          climate across the industry.

     -    State laws:
          -----------
          States such as Pennsylvania, Connecticut, and Maryland are
          proactive in defining and regulating the stored value industry
          and serve as benchmarks for other states currently in the process
          of defining the regulatory aspects of the emerging industry.
          These laws are designed to protect consumers and regulate the
          legitimate businesses in conducting business in the stored value
          space.  On a state-by-state basis, each state may elect to
          further refine the regulatory scope and enact new laws to manage
          stricter compliance in the growing stored value arena.


                                     11

     -    Money transmitter laws:
          -----------------------
          Many states engage in the regulation of the transfer or
          transmittal of money.  Oftentimes this type of transaction is
          regulated by the state banking authorities to ensure consumer
          protection.  As stored value makes an increased presence in the
          transactional marketplace, it could be expected that further
          regulatory guidelines will be established to monitor industry
          compliance.

     -    PATRIOT Act:
          ------------
          This law was enacted by the United States' government to provide
          further investigative tools to Justice Department authorities
          attempting to prevent acts of terrorism.  This legislative action
          is a potential risk for the stored value industry as new laws
          governing information collection could be further changed.  Under
          the auspices of current law, the PATRIOT Act regulates the
          submission of appropriate personal identification for
          applications on all non-anonymous stored value products.  As an
          extension of the PATRIOT Act, there is a subsequent Bank Secrecy
          Act, which may pose a future risk as the regulatory climate
          changes in response to further refining the existing laws.

     Intellectual Property
     ---------------------

     As of March 27, 2007, we had four trademark registrations and pending
trademark applications in the U.S.  Our pending trademark applications may
not result in issued trademark registrations. Our trademarks include
Trycera Financial  and TF (stylized and/or with design) .  Our pending
applications are for Finium and Tru Platinum, marks used in our business.

     We regard our trademarks as key assets and believe they have
substantial value in the marketing of our products and services.  We
protect these trademarks by registering them with the U.S. Patent and
Trademark Office.  We intend to work vigorously to enforce and protect our
trademark rights by engaging in monitoring services, issuing cease-and-
desist letters against third parties infringing or denigrating our
trademarks and initiating litigation as necessary.

Strategic Acquisitions
----------------------

     Management continues seeking potential acquisition candidates.  At
this time we currently have no binding agreements or letters of intent to
acquire or purchase assets of any other companies or candidates.

     Selection Criteria for Acquisition Targets
     ------------------------------------------

     Prospective acquisitions will be selected for their profitability,
product mix, market position, customer base, card portfolios and for their
experienced management teams.  We will attempt to negotiate acquisition
terms which will limit financial risk to our shareholders by setting
specific performance milestones in order for the target company's owners to
receive full purchase consideration.

     Management intends to consider a number of factors prior to making any
final decision as to whether to purchase a company or to participate in any
specific business endeavor, none of which may be determinative or provide
any assurance of success.



                                     12


     Selection Process for Acquisitions
     ----------------------------------

     The selection of a business opportunity in which to participate is
complex and risky.  Additionally, as we have only limited resources
available to us, it may be difficult to find good opportunities.  There can
be no assurance that we will be able to identify and acquire any additional
business opportunity based on management's business judgment.

     We are unable to predict the time as to when and if we may actually
participate in any specific business endeavor.  We anticipate that proposed
business ventures will be made available to us through personal contacts of
directors, executive officers and stockholders, professional advisors,
broker dealers in securities, venture capital personnel, members of the
financial community, attorneys, and others who may present unsolicited
proposals.  In certain cases, the Company may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which the Company eventually participates.  Such persons may
include our directors, executive officers, beneficial owners or our
affiliates.  In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict
of interest for such individuals.  Our directors and executive officer have
not used any particular consultants, advisors or finders on a regular basis
to locate potential business opportunities.

     The possibility exists that we may acquire or merge with a business or
company in which our executive officers, directors, beneficial owners or
our affiliates may have an ownership interest.  Our current policy does not
prohibit such transactions.  Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits
to these persons.

Employees
---------

     At March 1, 2007, we had ten full-time employees, namely our CEO and
President, Matt Kerper, our CFO, Bryan Kenyon, and eight other team members
whose roles include:  Director of Product Development, Director of
Operations and six Call Center Specialists.

ITEM 2.  DESCRIPTION OF PROPERTY

     Our administrative offices and headquarters, consisting of
approximately 2,150 square feet of office space, are located at 18023 East
Sky Park Circle, Suite G, Irvine, California.  Monthly lease payments are
$3,500 and the lease expires on October 31, 2009.

ITEM 3.  LEGAL PROCEEDINGS

     In February 2007 we received a letter from a law firm representing
Meridian Enterprises Corporation ("Meridian"), the owner of U.S. Patent No.
5,025,372 (the "372" Patent").  The letter claims that we may be infringing
on the 372 Patent which applies to card-based incentive programs.  The
letter also demands that we cease and desist from infringement of the 372
Patent and account for past damages to Meridian.  Management has not
reached a conclusion of the merits of this claim and continues to evaluate
the applicability of the claim to our business.



                                     13


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of shareholders of the Company
during the fourth quarter of the fiscal year ended December 31, 2006.


                                  PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information
------------------

     Our shares have been approved for quotation on the OTC Electronic
Bulletin Board since July 19, 2006, although no trades occurred until
September 2006.  Only a limited number of shares have traded since the
commencement of trading in September 2006.  Our common stock is currently
traded with the trading symbol of "TRYF."  The table below sets forth for
the periods indicated the high and low sales prices as reported by various
private services on the Internet.  These quotations reflect inter-dealer
prices, without retail mark-up, mark-down, or commission and may not
necessarily represent actual transactions.

<Table>
<Caption>
                                      Quarter        High          Low
                                   ------------  ------------  ------------
<S>                                <C>           <C>           <C>
FISCAL YEAR ENDED
DECEMBER 31, 2006                         Third        $1.50         $1.25
                                         Fourth        $3.25         $1.70
</Table>

Holders
-------

     At March 29, 2007, we had 119 shareholders of record as reported to us
by our transfer agent.  The number of record holders was determined from
the records of our transfer agent and does not include beneficial owners of
common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies. We have appointed
Interwest Transfer Company, Inc., 1981 East 4800 South, Suite 100, Salt
Lake City, UT 84117, to act as our transfer agent.

Dividend Policy
---------------

     Since our inception we have not paid any cash dividends on our common
stock and we do not anticipate that we will pay dividends in the
foreseeable future.  In addition, any future determination to pay cash
dividends will be at the discretion of the Board of Directors and will be
dependent upon our financial condition, results of operations, capital
requirements, and such other factors as the Board of Directors deem
relevant.


Sales of Unregistered Securities
--------------------------------

     During the year ended December 31, 2006, except as noted below, and
except as previously reported by us in our quarterly reports on Form 10-QSB
or current reports on Form 8-K during the year, the following securities
were sold by us without registering the securities under the Securities
Act:


                                     14

     -    On December 11, 2006, we initiated an offering of up to 500,000
          shares of common stock for gross proceeds of $500,000.  The
          offering terminated on March 8, 2007, after having sold 340,000
          shares for a total of $340,000.  Each investor also received
          stock purchase warrants at a rate of 50% of the shares purchased.
          The warrants are exercisable through February 28, 2014, at $1.25
          with certain incentive discounts to the exercise price available
          through February 28, 2011.  These shares were sold without
          registration under the Securities Act by reason of the exemption
          from registration afforded by the provisions of Section 4(2)
          thereof, and Rule 506 promulgated thereunder, as a transaction by
          an issuer not involving any public offering.  The initial
          investor as of December 31, 2006 was:

          <Table>
          <Caption>
                                          Number      Number
          Name                          of Shares  of Warrants     Amount
                                       ----------- -----------  -----------
          <S>                          <C>         <C>          <C>
          Lynn Williams Preston            25,000      12,500   $   25,000
          </Table>
          Subsequent to the year ended December 31, 2006, the remaining
          investors in this offering were:

          <Table>
          <Caption>
                                          Number      Number
          Name                          of Shares  of Warrants     Amount
                                       ----------- -----------  -----------
          <S>                          <C>         <C>          <C>
          Luan Dang                        65,000      37,500   $   65,000
          Hans Erickson                    25,000      12,500   $   25,000
          Imperial Investment &
            Development, Inc.             100,000      50,000   $  100,000
          Knitowski Family Trust           50,000      25,000   $   50,000
          Lynn Williams Preston            50,000      25,000   $   25,000
          Brian Vu                         25,000      12,500   $   25,000
          </Table>

          Five of the six represented that they were accredited investors
          as defined in Rule 501 of Regulation D at the time of the
          purchase.  The investors delivered appropriate investment
          representations with respect to the purchase of the shares and
          consented to the imposition of a restrictive legend upon the
          certificates evidencing such shares and warrants.  The investors
          represented that they had not purchased the shares as a result of
          or subsequent to any advertisement, article, notice, or other
          communication published in any newspaper, magazine, or similar
          media or broadcast on television or radio, or presented at any
          seminar or meeting.  The investors also represented that they had
          received a term sheet describing the offering and had received
          copies of, or had access to, all of the reports made by us with
          the Securities and Exchange Commission.  The investors further
          represented that he had been afforded the opportunity to ask
          questions of our management and to receive answers concerning the
          terms and conditions of the transaction.  No underwriting
          discounts or commissions were paid in connection with the sale of
          these shares.

                                     15


     -    On September 14, 2006, we granted 50,000 options to Randy
          Cherkas, one of our directors.  These ten-year options were
          granted under our 2004 Stock Option/Stock Issuance Plan.  The
          options are exercisable at $1.00 per share.  The options were
          granted without registration under the Securities Act by reason
          of the exemption from registration afforded by the provisions of
          Section 4(6) and/or Section 4(2) thereof, and Rule 506
          promulgated thereunder, as a transaction by an issuer not
          involving any public offering.  Mr. Cherkas acknowledged he had
          access to the books and records, including filings made by us
          with the SEC.  He delivered appropriate investment
          representations with respect to the grants and consented to the
          imposition of a restrictive legend upon the certificate
          representing the options.  He represented that he had not entered
          into the transaction with us as a result of or subsequent to any
          advertisement, article, notice, or other communication published
          in any newspaper, magazine, or similar media or broadcast on
          television or radio, or presented at any seminar or meeting.  He
          represented that he had been afforded the opportunity to ask
          questions of our management and to receive answers concerning the
          terms and conditions of the option grants.  No underwriting
          discounts or commissions were paid in connection with the
          transaction.

Purchases of Equity Securities
------------------------------

     There were no purchases made during the fourth quarter ended December
31, 2006, by or on behalf of our company or any affiliated purchaser of
shares or other units of any class of our common stock.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------

     In 2006 we grew revenue 100% over the prior year.  The growth of
revenue was attributed to continued core stored value growth and by
continuing to develop, deploy and market semi-custom and customized branded
prepaid and stored value card solutions.  In efforts to boost per card
revenues and further add new revenue sources to offset costs, which were
flat on a comparable basis from 2005 to 2006, we deployed resources
throughout 2006 to identify, promote and build complementary financial
products and service offerings, notably an alternative credit reporting
platform and an identification verification solution.

     To grow revenue throughout the year we launched a host of programs,
highlighted by two new products, the PlatinumTel Everyone Visa(R) debit card
and the Model Debit MasterCard(R) card.  The PlatinumTel Everyone Visa(R) debit
card, a turnkey stored value solution which expanded our customized
offerings and was developed to support a prepaid wireless cell phone market
in the mid-western United States and contributed over $55,000 in stored
value revenue throughout the year.  Similar to our other internal card-
based programs and solutions, the PlatinumTel Everyone Visa(R) debit card
program offers a set of card features and functionalities that include:
bill payment, wireless spending alerts, live customer service support and
web-based card management tools.  Separately, the Model Debit MasterCard(R)
card is turnkey stored value solution showcases our OEM platform and has
been developed to support a prepaid card program tied to a teen and early
twenties modeling program across the United States.  The Model program,
initially yielded over $10,000 in revenue and similar to PlatinumTel,
continues to grow the card portfolio base.


                                     16

     In conjunction with our new product offerings and to further diversify
our prepaid card product offers, we developed and implemented a proprietary
card management platform designed to mitigate large program start-up costs
while streamlining the way stored value card programs are built and
managed.  Known as the OEM platform, this card platform provides card
marketers and our customers with the ability to rapidly create, launch, and
manage semi-customized stored value programs while not bearing the costs
and related resource requirements associated with direct processor, issuer,
and association relationships.  The OEM platform allows marketers to market
a unique card brand of their choosing and wrap that brand in a customized
web skin which is then seamlessly integrated into our core infrastructure
and technology engine, providing transparent functionality.  Further
benefits of our OEM platform include hands on program management by us and
the flexibility to choose a cost plus processing model or a traditional
revenue sharing model.

     Continuing the efforts to improve revenue and build complementary
financial products and service offerings we developed My Full Credit an
alternative credit reporting product and service.  This complementary
service program allows participants to report non-traditional payments to
over 200 national credit reporting agencies.  Although no significant
revenue was generated in 2006 under this program, the My Full Credit
offering required upfront development and operating expenses in excess of
$25,000, all of which is planned to be recouped when initial revenue
streams are realized in the second quarter of 2007.

Revenue
-------

     Revenue was $1,094,583 and $546,181 for the years ended December 31,
2006 and 2005, respectively, representing an increase of $548,402 or 100%.
Our 2006 product launches coupled with marketing efforts resulted in
improved revenues through the addition of new customers for our customized
and semi customized program solutions and increased sales of our branded
card products and services. We have also contracted with additional third
party distributors and online marketers which have the potential to
generate additional revenue in the future quarters.

     Of the total revenue approximately $647,060 or 59% resulted from fees
generated by our stored value cards. This revenue has risen by $375,106 or
138% over the comparative prior year period. It is our ultimate goal to
continue to increase this metric and management believes that recent
contract wins will promote continued growth in this regard.

     Our consulting revenue made up $156,434 or 14% of revenue. This
revenue has risen by $129,125 or 473% over the comparative prior year
period. Consulting revenue includes staged fees for setting up new
programs. As bigger and more complex programs are added, our fee revenue
has risen. We expect the number of new programs and existing programs under
management to increase.



                                     17

     The revenue from the isleCORE Systems, our recently discontinued call
center operation, made up $267,281 or 24% of revenue. This revenue has
risen by $121,514 or 83% over the comparative period as the 2005 year did
not include the subsidiary for the complete year. As stated elsewhere in
this document the call center operation was disposed of and as such this
revenue will not recur subsequent to the quarter ended March 31, 2006.

Cost of Sales and Gross Profit
------------------------------

     Cost of sales was $844,283 and $426,203 for the years ended December
31, 2006 and 2005, respectively, representing an increase of $418,080 or
98%.  The increase was attributed to the growth of the card production,
distribution costs and transaction processing costs coupled with increased
cost of sales related to telephony and technology for call center
operations under isleCORE Systems.

     The resulting gross profit was 22.9% and 22.0% for the years ended
December 31, 2006 and 2005, respectively. Management expects gross profit
margin to improve as it achieves economies of scale in the cost of
processing accompanied by the increased margin in the customized and semi
customized program solutions and increased sales of our branded card
products and services.

Operating expenses
------------------

     Operating expenses were $1,341,086 and $1,539,670 for the years ended
December 31, 2006 and 2005, respectively, representing an decrease of
$198,584 or 13%. The major components of operating expense are salaries and
wages (46%) general and administrative (22%) professional fees (20%) and
stock based compensation of $146,416 (11%).

     Salaries and wages expense was $617,831 and $604,184 for the years
ended December 31, 2006 and 2005, respectively, representing an increase of
$13,647 or 2.3%. The increase resulted from the hiring of additional
support staff in 2006, partially offset by a decrease in expenses resulting
from the resignation of the Controller in early 2006, which role is now
being handled by a third party service provider.

     General and administrative expense was $292,633 and $319,698 for the
years ended December 31, 2006 and 2005, respectively, representing a
decrease $27,065 or 8.4%. The decrease resulted from a significant decrease
in postage and mailing as we curtailed the operations of our direct mail
operation in addition to a concerted effort by management to review all
spending in an effort to reach cash neutral position.

     Professional fees and expenses were $262,852 and $248,274 for the
years ended December 31, 2006 and 2005, respectively, representing an
increase of $14,578 or 5.9%.   The increases result from the inclusion of a
partial year expense for our controller prior to his resignation, coupled
with additional expenses associated with a third party service provider.


                                     18


     Stock based compensation was $146,416 and $252,004 for the years ended
December 31, 2006 and 2005, respectively, representing a decrease of
$105,588 or 49.1%. The net decrease is a result of a fewer options vesting
in 2006 as compared to 2005.

Other income (expense)
----------------------

     Other income (expense) was ($270,230) and ($117,345) for the years
ended December 31, 2006 and 2005, respectively.  The 2006 other expenses
included $25,000 for an impairment of intangible assets related to our
isleCORE subsidiary. In 2006 we incurred financing costs of $247,845
compared to $116,238 for the comparative period.

Net loss
--------

     We incurred net losses of $1,361,816 and $1,537,037 for the years
ended December 31, 2006 and 2005, respectively, representing a decrease in
net loss of $175,221 or 11%.  Through the addition of new custom programs
and the increasing sales of our branded products and services, we expect to
increase gross profit margins and to reduce net losses in 2007 as compared
to 2006.

Liquidity and Capital Resources
-------------------------------

     As of December 31, 2006, cash totaled $87,193 as compared with
$211,523 cash or cash equivalents at December 31, 2005. Cash used in
operations and investing was $742,962 and $14,883, respectively, and was
offset by $633,515 of cash from financing.  Cash used by operations was
$742,962 and decreased by $431,266 from the comparative prior year period.
The decrease resulted from the smaller net loss for the year ended December
31, 2006, together with increased non cash expenses. Cash provided by
financing was $633,515 and increased by $176,530 from the comparative prior
year period. The increase resulted from the additional funds raised in
private placements throughout 2006.

     Working capital was $15,831 at December 31, 2006, as compared with
working capital of $223,148 at December 31, 2005. This decrease in working
capital was a result primarily of using cash balances for operations to
support product development, cost of sales, and revenue growth.

     Management believes that with revenues generated from early 2007
operations, together with funds generated from the sale of our common
stock, we expect to achieve cash flow neutral or better in the second
quarter of 2007.  Unless there is a material change to the recent growth in
revenue, we expect to yield sufficient cash to satisfy existing operating
cash needs and working capital requirements on a sustained basis by the
close of the second quarter in 2007.  Any adverse affects on revenue or
unplanned costs may alter that specified timeframe.  Our monthly cash
requirements have fluctuated between $0 and $200,000, and management
estimates that future average monthly cash requirements will be
approximately $54,000.  We anticipate that improved gross profit margins
will allow us to reach the cash neutral point sometime in the middle of
2007.  While the timing of any such cash neutral point is uncertain, there
may be unforeseen circumstances that could adversely affect any such
operating results.  We do anticipate a need for additional funding from
investors for operating funds and anticipate continued private equity
offerings to satisfy these needs.

                                     19

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

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

Off-Balance Sheet Arrangements
------------------------------

     During the year ended December 31, 2006, we did not engage in any off-
balance sheet arrangements.

Stock-Based Compensation
------------------------

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


                                     20

Forward-Looking Statements
--------------------------

     This report contains certain forward-looking statements and
information that are based on assumptions made by management and on
information currently available. When used in this report, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan," and
similar expressions, as they relate to our company or its management, are
intended to identify forward-looking statements. These statements reflect
management's current view of our company concerning future events and are
subject to certain risks, uncertainties and assumptions, including among
many others the following: changes in federal, state or municipal laws
governing the distribution and performance of financial services; changes
in money transmitter laws and regulations; changes in money service
business laws and regulations; pending litigation that may result in
material change(s) to the stored value business and industry; unforeseen
portfolio fraud and risk management; a general economic downturn; our
growth phase of operations; reliance on third party processors and product
suppliers; reliance on nationally chartered or state chartered banks; 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.

ITEM 7.  FINANCIAL STATEMENTS

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

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     No information is reportable pursuant to this item.

ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
----------------------------------

     Our principal executive officer and principal financial officer,
Matthew S. Kerper and Bryan W. Kenyon, respectively, have concluded, based
on their evaluation as of the end of the period covered by this report,
that our disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Exchange Act) are (1) effective to ensure that material
information required to be disclosed by us in reports filed or submitted by
us under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the  rules and forms of the Securities
and Exchange Commission, and (2) designed to ensure that material
information required to be disclosed by us in such reports is accumulated,
organized and communicated to the management, including the principal
executive officer and principal financial officer, as appropriated, to
allow timely decisions regarding required disclosure.


                                     21

Internal Control Over Financial Reporting
-----------------------------------------

     There were no changes in our internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act) that occurred during
the most recent quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

     It should be noted that any system of controls, however well designed
and operated, can provide only reasonable and not absolute assurance that
the objectives of the system will be met. In addition, the design of any
control system is based in part upon certain assumptions about the
likelihood of future events.  Because of these and other inherent
limitations of control systems, there is only reasonable assurance that the
Company's controls will succeed in achieving their stated goals under all
potential future conditions.

     Under current SEC guidelines, the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002 (the "Act") will be effective, in part, for our
year ending December 31, 2007.  In order to comply with the Act, we will
undertake a comprehensive effort, which may include documentation and
testing of the design and operation of our internal control using the
guidance published by the Securities and Exchange Commission in December
2006.  During the course of these activities, we may identify certain
internal control matters that management believes should be improved.
These improvements, if necessary, will likely include further formalization
of existing policies and procedures, improved segregation of duties,
additional information technology systems controls and additional
monitoring controls.  Because management has not presently determined
whether these matters will result in material weaknesses being identified
in the Company's internal control as defined by the Public Company
Accounting Oversight Board, no assurances can be given regarding the
outcome of these efforts at the present time.

ITEM 8B.  OTHER INFORMATION

     No information is reportable pursuant to this item.



                                  PART III

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

     Information responsive to this item is incorporated herein by
reference to our Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days after the end of the fiscal year
covered by this Form 10-KSB with respect to our Annual Meeting of
Shareholders to be held on May 16, 2007.


                                     22

ITEM 10.  EXECUTIVE COMPENSATION

     Information responsive to this item is incorporated herein by
reference to our Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days after the end of the fiscal year
covered by this Form 10-KSB with respect to our Annual Meeting of
Shareholders to be held on May 16, 2007.

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

     Information responsive to this item is incorporated herein by
reference to our Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days after the end of the fiscal year
covered by this Form 10-KSB with respect to our Annual Meeting of
Shareholders to be held on May 16, 2007.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information responsive to this item is incorporated herein by
reference to our Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days after the end of the fiscal year
covered by this Form 10-KSB with respect to our Annual Meeting of
Shareholders to be held on May 16, 2007.

ITEM 13.  EXHIBITS

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

<Table>
<Caption>
                                              Incorporated by Reference
Exhibit                                       File                Filing    Filed
Number  Exhibit Description           Form    No.        Exhibit  Date      Herewith
------- ----------------------------- ------  ---------  -------  --------  --------
<S>     <C>                           <C>     <C>        <C>      <C>       <C>
3.1     Articles of Incorporation,                                June
        as amended June 14, 2004      8-K     000-30872  3.1      15, 2004
------- ----------------------------- ------  ---------  -------  --------  --------
3.2     Current Bylaws                10-QSB  000-30872  3.2      August
                                                                  16, 2004
------- ----------------------------- ------  ---------  -------  --------  --------
4.1     Form of Common Stock                                      July
        Certificate                   10-SB   000-30872  4.1      21, 2000
------- ----------------------------- ------  ---------  -------  --------  --------
4.2     2004 Stock Option/Stock                                   May
        Issuance Plan *               8-K     000-30872  4.2      13, 2004
------- ----------------------------- ------  ---------  -------  --------  --------
4.3     Grant of Stock Option Form
& 10.7  used pursuant to the 2004
        Stock Option/Stock Issuance                               April
        Plan                          10-KSB  000-30872  4.3      7, 2006
------- ----------------------------- ------  ---------  -------  --------  --------
4.4     Form of Series A Common
        Stock Purchase Warrant,                                   April
        as amended                    10-KSB  000-30872  4.6      7, 2006
------- ----------------------------- ------  ---------  -------  --------  --------
4.5     Form of Series B Common                                   April
        Stock Purchase Warrant        10-KSB  000-30872  4.7      7, 2006
------- ----------------------------- ------  ---------  -------  --------  --------
4.6     Description of Registration
        Rights for investors in
        offerings dated September                                 April
        20, 2005, and January 3, 2006 10-KSB  000-30872  4.8      7, 2006
------- ----------------------------- ------  ---------  -------  --------  --------
10.1    Employment Agreement with                                 June
        Matthew S. Kerper *           8-K     000-30872  10.7     9, 2004
------- ----------------------------- ------  ---------  -------  --------  --------
10.2    Employment Agreement with                                 June
        Bryan Kenyon *                8-K     000-30872  10.8     9, 2004
------- ----------------------------- ------  ---------  -------  --------  --------
10.3    Service Agreement dated
        September 9, 2004, with
        Galileo Processing, Inc.
        (Confidential treatment has
        been requested for a portion                              April
        of this exhibit)              10-KSB  000-30872  10.12    15, 2005
------- ----------------------------- ------  ---------  -------  --------  --------
                                          23
10.4    Marketer Agreement dated
        October 5, 2004, with First
        Federal Savings Bank of
        Midwest (Confidential
        treatment has been requested
        for a portion of this                                     April
        exhibit)                      10-KSB  000-30872  10.13    15, 2005
------- ----------------------------- ------  ---------  -------  --------  --------
10.5    Marketer Agreement dated
        August 8, 2006, with New
        Millennium Bank
        (Confidential treatment
        has been requested for a
        portion of this exhibit)                                            X
------- ----------------------------- ------  ---------  -------  --------  --------
10.6    Office Rent Agreement dated
        January 2, 2007, with Curo
        Capital, LLC                                                        X
------- ----------------------------- ------  ---------  -------  --------  --------
14.1    Code of Ethics                8-K     000-30872  14.1     August
                                                                  26, 2004
------- ----------------------------- ------  ---------  -------  --------  --------
31.1    Rule 13a-14(a)
        Certification by
        Principal Executive
        Officer                                                             X
------- ----------------------------- ------  ---------  -------  --------  --------
31.2    Rule 13a-14(a)
        Certification by
        Principal Financial
        Officer                                                             X
------- ----------------------------- ------  ---------  -------  --------  --------
32.1    Section 1350
        Certification of
        Principal Executive
        Officer                                                             X
------- ----------------------------- ------  ---------  -------  --------  --------
32.2    Section 1350
        Certification of
        Chief Financial Officer                                             X
</Table>

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees
----------

     The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our annual financial statements,
review of financial statements included in the quarterly reports and other
fees that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for the fiscal years ended
December 31, 2006 and 2005 were $24,925 and $23,174, respectively.

Audit-Related Fees
------------------

     The aggregate fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the
audit or review of the financial statements, other than those previously
reported in this Item 14, for the fiscal years ended December 31, 2006 and
2005 were $0 and $0, respectively.

                                     24

Tax Fees
--------

     The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice and tax planning for
the fiscal years ended December 31, 2006 and 2005 were $0 and $0,
respectively.  These fees related to the preparation of federal income and
state franchise tax returns.

All Other Fees
--------------

     There were no other fees billed for products or services provided by
the principal accountant, other than those previously reported in this Item
14, for the fiscal years ended December 31, 2006 and 2005.

Audit Committee
---------------

     Two of the four members on our Board of Directors functions as our
audit committee. All of the services described above in this Item 14 for
the year ended December 31, 2006, were approved by the Audit Committee.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PARTIES FOLLOWS]
























                                     25

                                 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:  April 2, 2007               By: /S/ Matthew S. Kerper
                                   ---------------------------------------
                                   Matthew S. Kerper, President


     In accordance with the Exchange Act, this report has been signed below
by the following person on behalf of the registrant and in the capacities
and on the dates indicated.


Date:  April 2, 2007               /S/ Matthew S. Kerper
                                   ----------------------------------------
                                   Matthew S. Kerper, Director and
                                   President (Principal Executive Officer)


Date:  April 2, 2007               /S/ Luan Dang
                                   ----------------------------------------
                                   Luan Dang, Director


Date:  April 2, 2007               /S/ Alan S. Knitowski
                                   ----------------------------------------
                                   Alan S. Knitowski, Director


Date:  April 2, 2007               /S/ Randy Cherkas
                                   ----------------------------------------
                                   Randy Cherkas, Director


Date:  April 2, 2007               /S/ Robert Lang
                                   ----------------------------------------
                                   Robert Lang, Director


Date:  April 2, 2007               /S/ Bryan W. Kenyon
                                   ----------------------------------------
                                   Bryan W. Kenyon, CFO
                                   (Principal Financial Officer and
                                   Principal Accounting Officer)




                                     26





                                Condensed Consolidated Financial Statements











                                                     TRYCERA FINANCIAL, INC










                             For the years ended December 31, 2006 and 2005



                          TRYCERA FINANCIAL, INC.
                             Table of Contents

               For the years ended December 31, 2006 and 2005



                                                                      Page
                                                                     ------


Financial Statements

     Report of Independent Registered Accounting Firm. . . . . . . . . .3

     Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . .4

     Consolidated Statements of Operations . . . . . . . . . . . . . . .5

     Consolidated Statements of Stockholder's Equity . . . . . . . . . .6

     Consolidated Statements of Cash Flows . . . . . . . . . . . . . . .7

     Consolidated Notes to Financial Statements. . . . . . . . . . . . .8























/Letterhead/


          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Management of
Trycera Financial, Inc.
Irvine, CA 92614


We have audited the accompanying consolidated balance sheets of Trycera
Financial, Inc. as of December 31, 2006 and 2005 and the related
consolidated statements of operations, stockholders' deficit, and cash
flows for the years then ended.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audits in accordance with standards of the PCAOB (United
States).  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  The Company is not required
to have, nor were we engaged to perform, an audit of its internal control
over financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal
control over financial reporting.  Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Trycera
Financial, Inc. as December 31, 2006 and 2005 and the results of its
operations and its cash flows for the years then ended, which is in
conformity with U.S. generally accepted accounting principles.




/S/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
April 1, 2007



                          TRYCERA FINANCIAL, INC.
                        Consolidated Balance Sheets
<Table>
<Caption>
                                                   December      December
                                                   31, 2006      31, 2005
                                                 ------------  ------------
<S>                                              <C>           <C>
                                   Assets
Current Assets
--------------
     Cash                                        $    87,193   $   211,523
     Accounts Receivable, net of allowance of
      $11,457 and $1,999                              86,628        99,811
     Prepaid Expenses and other current assets        12,429        42,786
     Client ACH Reserves                               5,000         5,000
                                                 ------------  ------------
       Total Current Assets                          191,250       359,120

Property & Equipment, net                             18,395         12,764
-------------------------

Other Assets
------------
     Deposits                                         12,507         9,207
     Definite Life Intangible Assets, net             38,542        75,644
                                                 ------------  ------------
       Total Other Assets                             51,049        84,851
                                                 ------------  ------------
       Total Assets                              $   260,694   $   456,735
                                                 ============  ============

                    Liabilities & Stockholders'' Equity
Current Liabilities
-------------------
     Accounts Payable                            $    71,452   $    52,469
     Portfolio reserves                               25,425        10,000
     Accrued Expenses                                 78,542        36,827
     Line of Credit                                      -          14,485
     Deferred Revenue, net                               -          22,191
                                                 ------------  ------------
     Total Current Liabilities                       175,419       135,972
                                                 ------------  ------------
Commitments                                              -             -
-----------

Stockholders' Equity
--------------------
     Preferred Stock, 20,000,000 Shares
      Authorized, $.001 Par Value; None
      Issued and Outstanding                             -             -
     Common Stock, 100,000,000 Shares
      Authorized at $.001 Par Value;
      7,582,302 and 6,876,802 Shares
      Issued and Outstanding, Respectively             7,582         6,876
     Additional Paid In Capital                    3,886,852     2,761,230
     Accumulated Deficit                          (3,809,159)   (2,447,343)
                                                 ------------  ------------
       Total Stockholders' Equity                     85,275       320,763
                                                 ------------  ------------
       Total Liabilities &
       Stockholders' Equity                      $   260,694   $   456,735
                                                 ============  ============

</Table>
 The accompanying notes are an integral part of these financial statements.
                                    F-4

                          TRYCERA FINANCIAL, INC.
                   Consolidated Statements of Operations
<Table>
<Caption>
                                                 For the Twelve Months Ended
                                                 ---------------------------
                                                   December      December
                                                   31, 2006      31, 2005
                                                 ------------  ------------
<S>                                              <C>           <C>
Revenues
--------
  Consulting                                     $   156,434   $    27,309
  Stored Value                                       647,060       271,954
  Call Center                                        267,281       145,767
  Catalog Shopping                                     6,169       101,151
  Other revenue                                       17,639           -
                                                 ------------  ------------
                                                   1,094,583       546,181

Cost of Sales                                        844,283       426,203
-------------                                    ------------  ------------
  Gross Profit                                       250,300       119,978


Expenses
--------
  Depreciation and Amortization                       21,354       115,510
  Salaries and Wages                                 617,831       604,184
  Stock Based Compensation                           146,416       252,004
  Professional Fees                                  262,852       248,274
  General & Administrative                           292,633       319,698
                                                 ------------  ------------
     Total Expenses                                1,341,086     1,539,670

     Income (Loss) from Operations                (1,090,786)   (1,419,692)
                                                 ------------  ------------
Other Income (Expenses)
-----------------------
  Interest, income                                     1,468           -
  Interest, expense                                   (2,853)       (1,107)
  Financing Costs                                   (247,845)     (116,238)
  Impairment of Intangible Assets                    (25,000)          -
  Other income (expense)                               4,000           -
                                                 ------------  ------------
     Total Other Income (Expenses)                  (270,230)     (117,345)
                                                 ------------  ------------
     Loss Before Taxes                            (1,361,016)   (1,537,037)

     Income Taxes                                       (800)          -
                                                 ------------  ------------
     Net Loss                                    $(1,361,816)  $(1,537,037)
                                                 ============  ============
Basic earnings per share:
-------------------------
  Loss per share                                 $     (0.19)  $     (0.24)
                                                 ============  ============
  Weighted average shares                          7,252,169     6,412,499
                                                 ============  ============


</Table>
 The accompanying notes are an integral part of these financial statements.
                                    F-5

                          TRYCERA FINANCIAL, INC.
                     Statements of Stockholder's Equity
                 From January 1, 2004 to December 31, 2006
<Table>
<Caption>

                       Preferred Stock       Common Stock       Paid-In    Accumulated
                         Shares Amount    Shares   Amount      Capital       Deficit
                         ------ ------ ----------- -------  -----------  ------------
<S>                      <C>    <C>    <C>         <C>       <C>          <C>
Balance, at December
31, 2004                    -   $  -    6,307,302  $ 6,307  $1,891,057   $  (910,306)

Shares issued for cash
pursuant to a private
placement memorandum
at $.75 per share           -      -      462,500     462      462,038         -

Shares issued for
the acquisition of
IsleCORE assets at
$1.00 per share             -      -       40,000      40       39,960         -

Shares Issued for
Services at $1.00
per share                   -      -       67,000      67       66,933         -

Valuation of Stock
Options                     -      -          -       -        185,004         -

Valuation of Stock
Warrants                    -      -          -       -        116,238         -

Loss for the
period ended
December 31, 2005           -      -          -       -           -      (1,537,037)
                         ------ ------ ----------- -------  -----------  ------------
Balance, at December
31, 2005                    -      -    6,876,802   6,876    2,761,230    (2,447,343)

Shares issued for cash
pursuant to private
placement memorandum
at $1.00 per share          -      -      635,500     636      647,364           -

Shares Issued for
Services at at $1.00
- $3.25 per share           -      -       70,000      70       83,997           -

Valuation of Stock
Options                     -      -          -        -       146,416           -

Valuation of Stock
warrants                    -      -          -        -       247,845           -

Loss for the
period ended
December 31, 2006           -      -          -        -           -      (1,361,816)
                         ------ ------ ----------- -------  -----------  ------------
Balance, at
December 31, 2006           -   $  -    7,582,302  $7,582   $3,886,852   $(3,809,159)
                         ====== ====== =========== =======  ===========  ============

</Table>
 The accompanying notes are an integral part of these financial statements.
                                    F-6

                          TRYCERA FINANCIAL, INC.
                   Consolidated Statements of Cash Flows
<Table>
<Caption>
                                                 For the Twelve Months Ended
                                                 ---------------------------
                                                   December      December
                                                   31, 2006      31, 2005
                                                 ------------  ------------
<S>                                              <C>           <C>
Cash Flows from Operating Activities
------------------------------------
  Net Income (Loss)                              $(1,361,816)  $(1,537,037)
  Adjustments to Reconcile Net Loss to Net Cash
  Provided by Operations;
   Depreciation and amortization                      21,354       115,510
   Bad and doubtful debts expense                     11,457           -
   Impairment of intangible assets                    25,000           -
   Stock issued for services                          84,067        67,000
   Stock options and warrants                        146,416       301,242
   (Increase) decrease in accounts receivable          1,726       (78,386)
   (Increase) decrease in prepaid and
     other current assets                             30,357       (29,481)
   (Increase) decrease in deposits                    (3,300)          -
   Increase (decrease) in accounts payable            18,983        16,048
   Increase (decrease) in portfolio reserves          25,425        (5,000)
   Increase (decrease) in accrued expenses            31,715        36,778
   Increase (decrease) in unearned revenue           (22,191)      (60,902)
                                                 ------------  ------------
Net Cash Provided (Used) by Operating Activities    (742,962)   (1,174,228)
                                                 ------------  ------------
Cash Flows from Investing Activities
------------------------------------
  Acquisition of property & equipment                (13,686)      (15,892)
  Acquisition of intangible assets and other          (1,197)      (30,000)
                                                 ------------  ------------
Net Cash Provided (Used) by Investing Activities     (14,883)      (45,892)
                                                 ------------  ------------
Cash Flows from Financing Activities
------------------------------------
  Proceeds from issuance of common stock             648,000       462,500
  Proceeds from convertible debenture                    -             -
  Payments made on line of credit                    (14,485)       (5,515)
                                                 ------------  ------------
Net Cash Provided (Used) by Financing Activities     633,515       456,985
                                                 ------------  ------------
Net Increase (Decrease) in Cash and
Cash Equivalents                                    (124,330)     (763,135)

Cash and Cash Equivalents at Beginning of Period     211,523       974,658
                                                 ------------  ------------
Cash and Cash Equivalents at End of Period       $    87,193   $   211,523
                                                 ============  ============
Cash Paid for:
--------------
  Interest                                       $       992   $    10,358
  Income Taxes                                   $       -     $       -

Non-cash financing activities:
------------------------------
  Common stock issued for services               $    84,067   $    67,000
  Common stock issued for IsleCore assets        $       -     $    40,000


</Table>

 The accompanying notes are an integral part of these financial statements.
                                    F-7

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006


NOTE 1 - CORPORATE HISTORY
--------------------------

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

On July 16, 2004, the Company filed a certificate of amendment with the
state of Nevada changing the name to Trycera Financial Inc.

Trycera Financial is in the business of developing, deploying and marketing
semi-custom and customized branded prepaid and stored value card solutions.
To complement the core stored value card solutions we also provide
complementary financial products and services, notably an alternative
credit reporting platform, an identification verification solution and a
host of cardholder driven choices highlighted by items such as bill payment
and online account access and account balance management.  Stored value
products are broadly defined as financial instruments where the value on
the card has been prepaid, and where subsequent transactions decrease the
value against the balance originally loaded onto the card or instrument.
Our core operating business is centered upon developing, deploying and
marketing a broad array of stored value products and services in
conjunction with card marketers.  Card marketers are defined as
organizations, companies or individuals who elect to provide stored value
products direct to cardholders or consumers while entering into a specific
agreement and relationship with our company.  We then work with card
marketers to design and develop a stored value card program or card-based
solution that the card marketer can then deliver to their target customer
base.  In many instances the target audience is persons without banking
relationships and persons who are underserved by existing banking
facilities.  The card marketers, with the card product(s) or service
supplied by our company can then deliver a varied option of stored value
products and services.  We generate revenue in various forms from our
prepaid cards portfolio. Trycera Financial markets its products in the
United States and its protectorates.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------

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

B.   Revenue Recognition
     -------------------

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


                                    F-8

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
----------------------------------------------------

B.   Revenue Recognition (continued)
     -------------------------------

     Within the Company's business, there are three key separate events
that allow it to recognize revenue.  The first event is when a
consumer purchases a catalog shopping card membership, the second is when a
consumer with an active membership buys goods using their catalog shopping
card and the third event is when a consumer purchases a prepaid or stored
value product.  With regard to the Company's catalog shopping business, it
fulfills the first aspect of SAB 104 when a customer signs and returns one
of the Company's Tru Platinum membership offerings with the appropriate
payment for membership.  The second aspect of SAB 104 is met when the
Company delivers the catalog shopping card to the consumer.  This takes
place when the Company fulfills the membership agreement by sending the
customer an enrollment package containing the catalog shopping card and a
select number of product catalogs for future order placement.  The third
and fourth criteria are satisfied because the membership price is fixed and
known to the customer and payment for membership is collected in advance of
issuing the membership package. An alternative justification for criteria
four exists by virtue of the fact that the Company's fulfillment begins
only after funds are verified by its bank, thus collectibility is
reasonably assured. From a recognition standpoint, the catalog shopping
card revenue is recognized only after the product has been shipped to the
customer. This recognition of such revenue is based on a five day assumed
delivery period for the product. In addition, the Company has elected to
account for customer refunds by reserving a percentage of the membership
income received against a liability for future refunds. In terms of the
Signature Credit product line, the membership income is based off a yearly
membership fee. After the company verifies the funds and waits the five
days after shipping the membership package to the customer and establishing
a reserve against future refunds. The Company books the gross sales  less
the fifteen percent set aside for refund reserves into a deferred revenue
account and on a monthly basis the Company recognizes one month of revenue
for each of twelve months until the entire membership is realized and
satisfied. The Company receives income for the Tru Platinum shopping card
from a one-time acceptance fee.  The Company verifies the funds and waits
five days after shipping the membership package to the customer and
establishes a reserve against future refunds.  The Company records gross
sales less fifteen percent, for refund reserves.  The reserves are recorded
as deferred revenue and recognized monthly over a twelve month period. This
period has been determined by management as the average customer retention.

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


                                    F-9

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
----------------------------------------------------

B.   Revenue Recognition (continued)
     -------------------------------

     With regard to events related to purchases of stored value or prepaid
card products, the Company has sold no such goods at this time.  When the
Company begins to sell such stored value products, a customer who purchases
a prepaid card product will pay an upfront acceptance fee in addition to
paying some incremental value to add to the stored value card. The Company
recognizes only the acceptance fee revenues, as the actual pre-funded load
value is electronically transferred from our partner processor to an
FDIC-insured account at our partner bank.  The Company never possesses the
actual pre-funded load value, which resides in a secure account at our
processor before being sent to a non-Company accessible customer funding
account at our bank.  As a result, there is no general accounting treatment
for the amounts pre-funded on the stored value cards.  With respect to the
acceptance fee, the Company will collect the acceptance fee from the
customer, satisfying criteria (i) under SAB 104 with a persuasive evidence
of an arrangement.  The company does not realize the revenue from the
acceptance income until the customer has activated their card. The
activation of their card requires that they have passed the legal
requirements of identity verification and an embossed card in their name
has been mailed to their physical address and lastly the client with the
card in their physical possession has called to activate their card.
Moreover, the funds have been prepaid by the customer and thus as outlined
in criteria (iv) the collectibility is reasonably assured. In both
instances, the Company simply supplies a product or financial tool to a
customer.  There are no unearned income ramifications since the funds are
held in an FDIC-insured account by our partner Bank and not under the
control of the Company. The consumer may choose to spend or not spend the
money on the stored value card, but the Company after the initial
transaction has no obligation to provide future products.  The Company does
host a customer service center to receive and resolve any issues that may
arise out of the use of the prepaid card product.

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

     The Company recognizes revenue from different sources, including:
acceptance fees, product sales and consulting fees. For the year ended
December 31, 2006, the Company generated, $1,094,583 in total revenue,
$647,060 through stored value income, $267,281 through call center income,
$6,169 through direct mail income and $156,434 contributed from consulting
income.

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



                                    F-10

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
----------------------------------------------------

D.   Property and Equipment
     ----------------------
Property and equipment as of December 31, 2006 and 2005 consists of the
following and are recorded at cost:

<Table>
<Caption>
                                                     2006          2005
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Furniture & fixtures                        $    17,735   $     9,000
     Computer equipment                               19,935        14,984
                                                 ------------  ------------
       Total fixed assets                             37,670        23,984
       Accumulated depreciation                      (19,275)      (11,220)
                                                 ------------  ------------
       Net computer equipment                    $    18,395   $    12,764
                                                 ============  ============
</Table>

Provision for depreciation of equipment is computed on the straight-line
method for financial reporting purposes. Depreciation is based upon
estimated useful lives as follows:

     Computer equipment                             2-3 Years
     Furniture & fixtures                             7 Years

     Maintenance, repairs, and renewals which neither materially add to the
     value of the equipment nor appreciably prolong its life are charged to
     expense as incurred.

     Depreciation charged to operations was $21,842 and $11,220 for the
years ended December 31 2006 and 2005, respectively.

E.   Earnings (Loss) Per Share of Common Stock (restated)
     ----------------------------------------------------
     The computation of earnings (loss) per share of common stock is based
     on the weighted average number of shares outstanding at the date of
     the financial statements. Outstanding employee stock options of
     2,655,975 and 1,704,167 have not been considered in the fully diluted
     earnings per share calculation in 2006 and 2005, due to the
     antidlutive effect.

<Table>
<Caption>
                                                      For the Years Ended
                                                        December 31,
                                                 --------------------------
                                                     2006          2005
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Basic Earnings per share:
      Income (Loss) (numerator)                  $(1,361,816) $ (1,537,037)
      Shares (denominator)                         7,252,169     6,412,499
                                                 ------------  ------------
       Loss Per Share                            $     (0.19)  $     (0.24)
                                                 ============  ============
</Table>

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


                                    F-11

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
----------------------------------------------------

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

H.   Fair Value of Financial Instruments
     -----------------------------------
     The fair value of the Company's cash and cash equivalents,
     receivables, accounts payable and accrued liabilities approximate
     carrying value based on their effective interest rates compared to
     current market prices.

I.   Selling, General and Administrative Costs
     -----------------------------------------
     Selling, general and administrative expenses included the following
     for the years ended December 31, 2006 and 2005.

     <Table>
     <Caption>
                                                     2006          2005
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Insurance                                   $    54,789   $    53,731
     Rent                                             93,528        82,221
     Travel & Entertainment                           28,084        36,475
     Sales & Marketing                                 5,048        61,483
     Technology Costs                                 31,327        21,278
     General & Administrative                         68,400        62,511
     Bad Debt Expense                                 11,457         1,999
                                                 ------------  ------------
       Total SG&A                                $   292,633   $   319,698
                                                 ============  ============
     </Table>

J.   Prepaid Expenses and other Current Assets
     -----------------------------------------
     Prepaid expenses and other current assets included the following for
     the years ended December 31, 2006 and 2005.

     <Table>
     <Caption>
                                                     2006          2005
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Prepaid expenses                            $    12,429   $    17,315
     Employee prepaid card advances                        0         3,107
     Customer funds clearing                               0        22,364
                                                 ------------  ------------
     Total Prepaid & Other                       $    12,429   $    42,786
                                                 ============  ============
     </Table>

                                    F-12

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
----------------------------------------------------

K.   Accrued Expenses
     ----------------
     Accrued expenses included the following for the years ended December
     31, 2006 and 2005.

     <Table>
     <Caption>
                                                     2006          2005
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Accrued payroll and Compensated absences    $    40,521  $     21,568
     Accrued liabilities                              13,021        13,482

     Interchange accrual                              25,000             0

     Acceptance funds reserves                             0         1,777
                                                 ------------  ------------
                                                 $    78,542   $    36,827
                                                 ============  ============
</Table>

L.   Lines of Credit
     ---------------
     The Company maintains and utilizes one open line of credit for $25,000
     with Wells Fargo Bank.  At the end of the year, $0 had been drawn
     against the line of credit. Repayment terms on any borrowings adjust
     quarterly at the current prime rate plus 1%.  The line of credit has
     been personally guaranteed by management.

M.   Trade Receivables and Collections
     ---------------------------------
     In the collection of payments, loans or receivables, the Company
     applies a range of collection techniques to manage delinquent
     accounts.  As it specifically relates to the catalog shopping card
     portfolio, where debt amounts carried by cardholders are not serviced
     within 270 days and the balance falls below a $50 threshold level, the
     Company writes off the account as bad debt. In instances where
     balances exceed baseline levels a third party collection agency is
     selected to perform a collection service.  The service fees may cost
     the Company 25% to 40% of the face value of the debt owed and result
     in receiving only a small portion of monies owed.  With the stored
     value portfolio, the Company has not implemented a specific policy.
     Since a majority of the transaction activity is prepaid, the Company
     does not often provide services and load product until funds have been
     provided in advance.  In cases where the funds are not provided in
     advance, the Company will carry an open receivable balance and does
     reserve the right to reduce the client reserve account in lieu of
     payment.

     At the year ended, December 31, 2006, the Company had no significant
     concentrations of receivables by any single organization that would
     constitute a credit risk.

N.   Income Taxes
     ------------

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

                                    F-13

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
----------------------------------------------------

O.   Concentrations
     --------------
     Financial instruments that potentially subject Trycera Financial, Inc.
     (the Company) to concentrations of credit risk consist of cash and
     cash equivalents.  The Company places its cash and cash equivalents at
     well-known, quality financial institutions.  At times, such cash and
     cash equivalents may be in excess of the FDIC insurance limit.

P.   Capital Structure and Security Rights
     -------------------------------------
     Common Stock - The Company is authorized to issue 100,000,000 shares
     of common stock, par value $.001 per share. All common shares are
     equal to each other with respect to voting, and dividend rights, and
     are equal to each other with respect to liquidations rights.

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

NOTE 3 - NEW TECHNICAL PRONOUNCEMENTS
-------------------------------------

In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS.
This statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This Statement is effective for
financial statements issued for fiscal years beginning after November 15,
2007 , and interim periods within those fiscal years. The adoption of SFAS
157 did not have an impact on the Company's consolidated financial
statements. The Company presently comments on significant accounting
policies (including fair value of financial instruments) in Note 2 to the
financial statements.

In September 2006, the FASB issued SFAS No. 158, EMPLOYERS' ACCOUNTING FOR
DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS AN AMENDMENT OF FASB
STATEMENTS NO. 87,88,106 AND 132(R). This statement improves financial
reporting by requiring an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other that a
multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity
or changes in unrestricted net assets of a not-for-profit organization. The
adoption of SFAS No. 158 did not have an impact on the Company's
consolidated financial statements.

On September 13, 2006, the SEC issued Staff Accounting Bulletin (SAB) No.
108 on quantifying financial statement misstatements. In summary, SAB 108
states that registrants should use both a balance sheet (iron curtain)
approach and an income statement (rollover) approach when quantifying and
evaluating the materiality of a misstatement, and contains guidance on
correcting errors under the dual approach In addition, SAB 108 provides
transition guidance for correcting errors existing in prior years. If
prior-year errors that had been previously considered immaterial (based on
the appropriate use of the registrants prior approach) now are considered
material based on the approach of this SAB, the registrant need not restate
prior period financial statements. SAB 108 is effective for Trycera's
annual financial statements covering the fiscal year ended December 31,
2006. The Company adopted SAB 108 and its adoption did not have a material
impact on Trycera's financial position or results of operations for the
year ended December 31, 2006.

                                    F-14

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 3 - NEW TECHNICAL PRONOUNCEMENTS (Continued)
-------------------------------------------------

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48 ("FIN 48", "ACCOUNTING FOR UNCERTAINTY IN INCOME
TAXES"). FIN 48 prescribes detailed guidance for the financial statement
recognition, measurement and disclosure of uncertain tax positions
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, "Accounting for Income Taxes." Tax positions must meet a
more-likely-than-not recognition threshold at the effective date to be
recognized upon the adoption of FIN 48 and in subsequent periods. FIN 48
will be effective for fiscal years beginning after December 15, 2006 and
the provisions of FIN 48 will be applied to all tax positions upon initial
adoption of the Interpretation. The cumulative effect of applying the
provisions of this Interpretation will be reported as an adjustment to the
opening balance of retained earnings for that fiscal year. We are currently
evaluating the impact of FIN 48 on the Company's financial statements.

In March 2006, the FASB issued SFAS No. 156, ACCOUNTING FOR SERVICING
OF FINANCIAL ASSETS   AN AMEDNMENT OF FASB STATEMENT No. 140. This
Statement amends FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, with
respect to the accounting for separately recognized servicing assets and
servicing liabilities. The adoption of SFAS No. 156 did not have an impact
on the Company's consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154, "ACCOUNTING CHANGES AND ERROR
CORRECTIONS   A REPLACEMENT OF APB OPINION NO. 20 AND FASB STATEMENT NO.
3", to change financial reporting requirements for the accounting for and
reporting of a change in accounting principle. This statement applies to
all voluntary changes in accounting principle and it also applies to
changes required by an accounting pronouncement in the unusual instance
that the pronouncement does not include specific transition provisions.
When a pronouncement includes specific transition provisions, those
provisions should be followed.  The adoption of SFAS 154 is not expected to
have a material impact on the Company's financial statements.

NOTE 4 - INTANGIBLE ASSETS
--------------------------
On June 13, 2005 the Company issued 40,000 shares of common stock valued at
$40,000 and paid cash in the amount of $30,000 for the net operating assets
of Hawaii Direct Telephone that were merged into the operations of Trycera
as a wholly-owned Hawaiian subsidiary corporation, isleCORE Systems, Inc.,
valued at $70,000.  The Company paid $70,000 for the fixed assets
including, key operating contracts valued at $53,955, and office equipment
and supplies were valued at $15,892.  There was no intellectual property
received and the existing accounts receivable was zero at the time of the
asset purchase.

On November 2, 2004 the Company issued 150,000 shares of common stock
valued at $112,500 and paid cash in the amount of $100,000 for the net
operating assets of Signature Credit Corporation that were merged into the
operations of Trycera, valued at $212,500.  The Company paid $112,500 for
the fixed assets including, a Signature Credit customized software database
system valued at $75,000, office equipment and supplies valued at $24,775,
five existing domain names valued at $5,000 and existing accounts
receivable valued at $7,725.  The remainder of the consideration, $100,000
was allocated to intangible assets in the form of the existing Signature
customer base. As a result of the asset acquisition, the value of the
Signature Credit customized software database system was booked as a
definite life intangible asset. The Signature customer base was booked as a
separate definite life intangible asset. Management derived such value of
the Signature Credit customer base by evaluating the assets to be acquired
and assigning a value to those assets.  The hard assets were valued at fair
market value and the balance of the purchase price was assigned to the
customer base, which management felt was reasonable for our use.

                                    F-15

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 4 - INTANGIBLE ASSETS (Continued)
--------------------------------------

We account for goodwill and other intangible assets in accordance with SFAS
No. 142, which requires that goodwill and other intangible assets that have
indefinite lives not be amortized but instead be tested at least annually
for impairment, or more frequently when events or a change in circumstances
indicate that the asset might be impaired.  For indefinite lived intangible
assets, impairment is tested by comparing the carrying value of the asset
to its fair value and assessing the ongoing appropriateness of the
indefinite life classification.  For goodwill, a two-step test is used to
identify the potential impairment and to measure the amount of impairment,
if any.  The first step is to compare the fair value of a reporting unit
with its carrying amount, including goodwill.  If the fair value of
a reporting unit exceeds its carrying amount, goodwill is considered not
impaired, otherwise goodwill is impaired and the loss is measured by
performing step two.  Under step two, the impairment loss is measured by
comparing the implied fair value of the reporting unit with the carrying
amount of goodwill. At December 31, 2006 there was no impairment to the
intangible assets. However, an impairment of $60,000 was charged to the
statement of operations during the year ended December 31, 2004.

Total amortization in 2006 and 2005, respectively was $25,649 and $112,280.
The amortization period for the intangible assets is 3 years and the
accumulated amortization and intangible asset values are set forth as
follows:


                    Year    Accumulated Amortization   Asset Value
                    ------- ------------------------   -----------

                    2006                $   112,102     $ 63,542
                    2005                $   100,000     $ 75,644

In accordance with Financial Accounting Standards Board Statement No. 144,
the Company records impairment of long-lived assets to be held and used or
to be disposed of when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less
than the carrying amount. At December 31, 2006 and 2005, the values of the
assets of IsleCore and of the software acquired through the Signature
Credit Corp agreement were decreased by $25,000 and $60,000 respectively,
following an impairment test conducted by management.

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

On May 10, 2004, the Company entered into a contract with Cygni Capital,
LLC ("Cygni") to provide management and consultation services.  The
contract became effective May 15, 2004, and was continued until the
termination of the agreement on December 31, 2005.  Cygni provided ongoing
consulting services for $10,000 per month throughout the contract term,
with $5,000 of $10,000 per month consulting services fee being paid
directly to Ecewa Capital, LLC.  This contract has been replaced by a
contract with Ecewa Capital, LLC to provide strategic management and
consulting services.  This verbal contract became effective December 15,
2005 and provides services for $5,000 per month on a month to month
contract basis. The amount paid to Ecewa Capital, LLC under this agreement
amounted to $60,000 for the years ended December 31, 2006 and December 31,
2005.


                                    F-16

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006


NOTE 7 - INCOME TAXES
--------------------------------
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax assets
in future years. Due to the uncertainty as to the utilization of net
operating loss carry forwards an evaluation allowance has been made to the
extent of any tax benefit that net operating losses may generate.   No
provision for income taxes has been recorded due to the net operating loss
carryforward of $3,518,607 as of December 31, 2006 that will be offset
against further taxable income.  No tax benefit has been reported in the
financial statements.

Deferred tax assets and the valuation account as of December 31, 2006 and
2005 are as follows:


<Table>
<Caption>
                                                     2006           2005
                                                ------------   ------------
<S>                                             <C>            <C>
Deferred tax asset:
     Net operating loss carryforward            $ 1,295,114    $   832,097
     Valuation allowance                         (1,295,114)      (832,097)
                                                ------------   ------------
                                                $         -    $         -
                                                ============   ============

The components of income tax expense are as follows:
                                                     2006           2005
                                                ------------   ------------
     Current Federal Tax                        $          -    $         -
     Current State Tax                                  800               -
     Change in NOL benefit                         (463,017)      (519,771)
     Change in allowance                            463,017        519,771
                                                ------------   ------------
                                                $       800    $         -
                                                ============   ============
</Table>

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

<Table>
<Caption>
                                                                 Expiration
               Year of Lease                         Amount        Date
               ------------------------------------------------------------
               <S>                               <C>           <C>
               2000                               $    21,617         2020
               2001                                     8,114         2021
               2002                                     9,070         2022
               2003                                    12,872         2023
               2004                                   858,632         2024
               2005                                 1,537,037         2025
               2006                                 1,361,816         2026
</Table>

                                    F-17

                          TRYCERA FINANCIAL, INC.
                       Notes to Financial Statements
                             December 31, 2006


NOTE 8 - OPERATING LEASES
-------------------------

The Company currently leases space for its administrative and headquarters,
consisting of approximately 2,150 square feet of office space, located at
18023 East Sky Park Circle, Suite G, Irvine, California.  Monthly lease
payments are $3,500 and the lease expires on October 31, 2009.

The Company's wholly owned subsidiary, isleCORE Systems, is located in
Honolulu, Hawaii.  The office space is located at 7 Waterfront Plaza, 500
Ala Moana Blvd, Honolulu, Hawaii, 96813. The total cost of the location is
approximately $3,500, for 600 square feet.  The lease expires on March 31,
2007 and will not be renewed.

<Table>
<Caption>

Total Lease Commitments                             December 31,
                                        Year             2006
                                     ----------     -------------
                                     <S>            <C>
                                           2007            52,500
                                           2008            42,000
                                           2009            35,000
                                           2010              -
                                     Thereafter              -
                                                    -------------
                                          Total     $     130,560
                                                    =============
</Table>
Rent Expense for the period ended December 31, 2006 and the year ended
December 31, 2005 was $93,528 and $82,221, respectively.

NOTE 9 - STOCKHOLDERS' EQUITY
-----------------------------

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

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

During the last quarter of 2004, the Company issued 282,302 shares of
common stock in satisfaction of a $200,000 convertible debenture note and
accrued interest in the amount of $11,726. The common stock was valued at
$.75 share. According, common stock and additional paid-in capital have
been charged $282 and $211,444.

On May 4, 2004, the board of directors approved a reverse stock split at
the rate of one share for each two (1:2) shares outstanding held by
shareholder at the effective time of the reverse split.  The Company did
not issue any fractional shares due to reverse split.  The effect of the
reverse split was retroactively applied.

On June 14, 2005, the Company issued 40,000 shares of common stock at a
price of $1.00 per share, for the acquisition of all of the fixed assets,
rights under leases of equipment and all rights related to the call center
business of Hawaii Direct Telephone ("HDT"). Accordingly, common stock and
additional paid-in capital have been charged $40 and $39,960.

During the year ended December 31, 2005, the Company issued 67,000 shares
of common stock to an individual for services rendered in behalf of the
Company.  Accordingly, common stock and additional paid in capital have
been charged $66 and $66,933, respectively.

                                    F-18

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 9 - STOCKHOLDERS' EQUITY (continued)
-----------------------------------------

During the year ended December 31, 2005, the Company issued an aggregate
462,500 shares of common stock pursuant to a private offering.
Accordingly, common stock and additional paid in capital have been charged
$463 and $462,038 respectively.

During the year ended December 31, 2006, the Company issued an aggregate
635,500 shares of common stock pursuant to private offerings.
Accordingly, common stock and additional paid in capital have been charged
$636 and $647,365 respectively. On December 11, 2006, we initiated an
offering of up to 500,000 shares of common stock for gross proceeds of
$500,000.  The offering terminated on March 8, 2007, after having sold
340,000 for a total of $340,000.  Each investor also received stock
purchase warrants at a rate of 50% of the shares purchased.  The warrants
are exercisable through February 28, 2014, at $1.25 with certain incentive
discounts to the exercise price available through February 28, 2011. As of
December 31, 2006, 12,500 warrants were outstanding related to this
offering.

During the year ended December 31, 2006, the Company issued an aggregate
70,000 shares of common stock for accounting and administrative services.
Accordingly, common stock and additional paid in capital have been charged
$70 and $87,430 respectively.

NOTE 10 - STOCK OPTION PLAN
---------------------------
On May 4, 2004, the Company approved and adopted the 2004 Stock
Option/Stock Issuance Plan, which allows for the Company to issue stock or
grant options to purchase or receive shares of the Company's common stock.
The maximum number of shares that may be optioned and sold under the plan
is 5,000,000.  The plan became effective with its adoption and remains in
effect for ten years, however, options expire five years from grant, unless
terminated earlier.  Options granted under the plan vest according to terms
imposed by the Plan Administrator.  The Administrator may not impose a
vesting schedule upon any option grant which is more restrictive than
twenty percent (20%) per year vesting with the initial vesting to occur not
later than one (1) year after the option grant date.  The following
schedule summarizes the activity during the periods ending December 31,
2006 and 2005:

<Table>
<Caption>
                                                            2004 Stock Plan
                                                 --------------------------
                                                                 Weighted
                                                                  Average
                                                   Amount of     Exercise
                                                     Shares       Price
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Outstanding at January 1, 2005                2,621,250   $       .56
     Options Granted                                 449,000   $       .96
     Options Exercised                                  -             -
     Options Canceled                                   -             -
                                                 ------------  ------------
     Options Outstanding at December 31, 2005      3,070,250   $       .62
                                                 ============  ============
     Options Exercisable at December 31, 2005      1,704,167   $       .45
                                                 ============  ============

</Table>
                                    F-19

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 10 - STOCK OPTION PLAN (continued)
---------------------------------------
<Table>
<Caption>
                                                            2004 Stock Plan
                                                 --------------------------
                                                                 Weighted
                                                                  Average
                                                   Amount of     Exercise
                                                     Shares       Price
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Outstanding at January 1, 2006                3,070,250           .62
     Options Granted                                 170,000   $      1.12
     Options Exercised                                  -             -
     Options Canceled                                365,500           .78
                                                 ------------  ------------
     Options Outstanding at December 31, 2006      2,874,750   $       .63
                                                 ============  ============
     Options Exercisable at December 31, 2006      2,655,975  $        .59
                                                 ============  ============
</Table>

The Company has elected to measure and record compensation cost relative to
performance stock option costs in accordance with Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation",
which requires the Company to use the Black-Scholes pricing model to
estimate the fair value of options at the option date grant, $146,416 was
recognized for the year ended December 31, 2006.  The fair value of the
option grant was established at the date of grant using the Black-Scholes
option pricing model with the following assumptions:

                                                     2005          2004
                                                 ------------  ------------
     Five Year Risk Free Interest Rate             4.15-5.10%         4.15%
     Dividend Yield                                        0%            0%
     Volatility                                        30-60%           60%
     Average Expected Term (Years to Exercise)              5             5



Employee stock options outstanding and exercisable under this plan
as of December 31, 2006 are:

<Table>
<Caption>
                                 Weighted       Average                    Weighted
                   Number of     Average      Remaining      Number        Average
   Range of         Options     Exercise     Contractual   of Options     Exercise
Exercise Price     Granted       Price     Life (Years)     Vested         Price
---------------  ------------  ------------  ------------  ------------  ------------
<S>              <C>           <C>           <C>           <C>           <C>
 $.001-$.99        2,431,250   $       .55           3.5     2,478,642   $       .55
 $1.00-2.00          443,500   $      1.00           4.5       177,333   $      1.03
</Table>


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

For the initial key personnel, employment agreements outlined provisions
for the performance-based vesting terms. The exercise price of the options
granted to the employees is $0.25 of the first quarter of the options
granted; $0.45 for the next quarter; $0.65 for the next quarter; and $0.85
for the final quarter granted.  The options granted to the employees shall
vest as follows: 1/12th per quarter for each quarter of company revenue
exceeding the previous quarter of revenue since his date of hire,
independent of whether the revenue is generated from acquisition or
non-acquisition business activities, 1/12th for each $250K in aggregate
gross revenue growth from the day he commences work at the company, and/or
at the three year six month anniversary of his employment with the company.

                                    F-20

                          TRYCERA FINANCIAL, INC.
                  Notes to Consolidated Financial Statements
                             December 31, 2006

NOTE 10 - STOCK OPTION PLAN (continued)
---------------------------------------

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


The Company has issued warrants as part of its private placements.  The
warrants are exercisable through February 28, 2014, at $1.25 with certain
incentive discounts to the exercise price available through February 28,
2011.  These shares were sold without registration under the Securities Act
by reason of the exemption from registration afforded by the provisions of
Section 4(2) thereof, and Rule 506 promulgated thereunder, as a transaction
by an issuer not involving any public offering. The amount subscribed prior
to December 31, 2006 was:

     Number                           Average
     of Warrants                     Exercise                          Date
     317,750                            $1.04             December 21, 2006

The Company uses the Black-Scholes pricing model to estimate the fair value
of warrants issued. The resulting cost is expensed as a cost of financing.
$247,845 was recognized for the year ended December 31, 2006 for the cost
of such warrants.

NOTE 11 - SUBSEQUENT EVENTS
---------------------------
Catalog Shopping Cards

With respect to our non core core business, and until February 2007 we
owned, distributed, and serviced a catalog shopping card portfolio under
the brand name Tru Platinum.  Due to the focus of growing the core stored
value card business, management elected to eliminate the catalog shopping
card program in its entirety.  Up until the catalog shopping business was
closed, our catalog shopping card offered consumers an opportunity to buy
goods and services out of designated catalogs without paying in full at the
time of purchase.  Consumers received various catalogs from which they may
elect to purchase products, or they could have shopped from our designated
product website.  Originally 2006 was intended to be the time to reposition
the catalog shopping card as a complementary and cross promotional product
for our stored value card programs.  However, with the core growth in
stored value we instead re-shifted our efforts and determined that we would
phase out catalog cards from late 2006 until early 2007. During 2006
revenue from the cataog business was $6,169. As of December 31, 2006 there
were no net assets remaining related to this business.


                                    F-21