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

                              FORM 10-KSB/A-1

(Mark One)
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 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.



EXPLANATORY NOTE

This amended filing corrects a typographical error on one line item in the
Consolidated Statements of Cash Flows included with the Company's financial
statements for the year ended December 31, 2006, which were filed under Item
7 of the annual report on Form 10-KSB.  In the Cash Flows from Operation
Activities section of the statement, the amount designated for "Stock options
and warrants" was incorrectly filed as $146,416 rather than $394,261.  The
Edgar formatting firm used by the Company mistakenly used the incorrect
amount, which mistake was not discovered by the Company until today, but
the audit report furnished by the Company's independent registered public
accounting firm applies to the financial statements of the Company with the
correct amount and without this typographical error.  Also, Exhibit 23.1, the
consent of the independent registered public accounting firm, was inadvertently
omitted from the original filing and an updated consent is included as Exhibit
23.1 to this amended filing.  Except for these corrections, no changes have
been made to the report.















                                     2


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                                  April
        portion of this exhibit)      10-KSB  000-30872  10.5     2, 2006
------- ----------------------------- ------  ---------  -------  --------  --------
10.6    Office Rent Agreement dated
        January 2, 2007, with Curo                                April
        Capital, LLC                  10-KSB  000-30872  10.5     2, 2006
------- ----------------------------- ------  ---------  -------  --------  --------
14.1    Code of Ethics                8-K     000-30872  14.1     August
                                                                  26, 2004
------- ----------------------------- ------  ---------  -------  --------  --------
23.1    Consent of independent
        registered public accounting
        firm                                                                X
------- ----------------------------- ------  ---------  -------  --------  --------
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.






                                 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 25, 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                           394,261       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