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, 2005

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

     For the transition period from ________ to __________

          Commission File Number: 000-30872

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

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

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

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

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

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

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

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




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, 2005,
were $546,181.

The aggregate market value of the voting stock held by non-affiliates of
the registrant is approximately $2,421,668 computed by reference to the
price at which the common shares were sold.

At March 16, 2006, there were 6,901,802 shares of the registrant's common
stock outstanding.

Documents Incorporated by Reference:  None







































                                     2

                             Table of Contents


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. . . . . 13

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. . 18
   ITEM 7.  FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 22
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . 22
   ITEM 8A. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . 22
   ITEM 8B. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . 23

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE
             EXCHANGE ACT. . . . . . . . . . . . . . . . . . . . . . . . 23
   ITEM 10. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . 27
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT AND RELATED STOCKHOLDER MATTERS. . . . . . . . . 31
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . 35
   ITEM 13. EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . 36
   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . 37
































                                     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.

     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 Newport Beach, California, we are currently in the business
of developing and marketing a suite of stored value and financial products
and services.  Stored value products are broadly defined as financial
instruments where the value on the card has been prepaid, and where
subsequent transactions decrease the value against the balance originally
loaded onto the instrument.  Our core operating business is centered upon
developing and marketing a broad array of stored value products and
services for persons without banking relationships and persons who are
underserved by existing banking facilities.  These stored value products
and services include:

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

     We are developing stored value products and services to deliver
prepaid financial tools, online payment solutions, financial management
services, and credit improvement strategies and programs.  These services
will be delivered to participating business partners through a secure web-
based reporting system, though access to the suite of services will be
granted upon the execution of a term-defined services agreement with us.
Our stored value products and services can be customized to meet the
changing requirements for specific customer demands.

     In addition to our core operations, we intend to actively target
customer service companies and financial services-related companies for
acquisition.   In November of 2004, we acquired virtually all of the assets
of Signature Credit Corporation, a California corporation, except its cash
on hand and certain rights under excluded agreements.  In addition, we
assumed Signature's obligations under certain agreements.  Signature
distributed financial products consisting of its Classic Advantage Cards
and the stored value MasterCards, and sold general merchandise on spending
limits to holders of these cards. We have incorporated the ongoing business
of Signature into our own business.  In connection with the purchase of the
assets of Signature, we entered into a ninety-day consulting agreement with
Dave Margolin, the sole shareholder, officer, and director of Signature, to
provide us access to Mr. Margolin's experience in regard to continuation of
the business of Signature by us. The consulting agreement expired in
February of 2005.


                                     4

     Separately, in June of 2005, we acquired virtually all the call center
assets of  Hawaii Direct Telephone ("HDT"), a Hawaii corporation, except
its cash on hand and certain rights under excluded agreements.  In
addition, we assumed HDT's call center obligations under certain
agreements. The HDT call center assets provide inbound answering services
for a wide range of local government, industry and companies across the US.
We have transferred the ongoing call center assets into a wholly owned
subsidiary named isleCORE Systems, Inc., a Hawaii corporation.

STORED VALUE AND FINANCIAL PRODUCTS AND SERVICES

     OVERVIEW

     We are engaged in, or in the process of developing, three areas of
focus, the first of which is to develop and implement programs either
internally or for outside customers to market, service, and support branded
MasterCard and Visa prepaid debit and ATM cards. Our second core function
is to develop and implement programs to market and service catalog shopping
cards for our customers.  The third core focus is developing and marketing
complementary financial service products such as credit management tools,
personal finance tools and products that facilitate credit bureau report
scoring.

     CONSUMER BASED STORED VALUE PRODUCTS

     A stored value card, also commonly referred to as a prepaid 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 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 and we provide the program support for two
customized card programs with another custom card program preparing to be
delivered during the second quarter 2006.  The program support of the two
customized card programs includes the transaction management, fraud and
risk management and portfolio maintenance that also includes the custom
card plastics in stock, marketing collateral and program terms and
conditions.


                                     5

     We develop stored value products which include creating a customer
brand 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 are issued by
MetaBank, our banking partner and financial institution authorized to issue
Visa or MasterCard products in partnership with us.

     Our first prepaid card product, the Trycera Financial Prepaid
MasterCard was launched in February 2005, and is marketed currently through
online channels.  This card was developed internally by us and not for an
outside customer.  Our second card, which we launched during the last week
in March of 2005, is the Mi Dinero Y Mis Suenos Prepaid MasterCard, which
is a stored valued MasterCard that is marketed to the Hispanic community
through our Mi Dinero website and through MRG Communications, a third party
marketing company.  We also anticipate marketing this product through
direct mail advertising to Hispanic communities in the United States.  Our
third product, the Finium Prepaid MasterCard, was introduced into the
marketplace in August 2005.  The Finium product is marketed by third party
marketing companies contracted by the Company to distribute the product via
telesales and direct selling.

     We are also marketing our services to prospective customers who are
located through leads generated from trade shows and conferences or from
personal contacts of management, or through contacts made by management to
selected companies.  However, at this time we have not entered into any
arrangements or agreements with these potential customers for our services.

     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 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.



                                     6

     In connection with our processing agreement with Galileo Processing,
we have 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 or MasterCard 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, Visa, 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.

     Within our business model, retail distribution involves the sale of
the stored value cards by us to a distributor, who in turn, will place the
cards in a retail store for sale to the end consumer.  Currently, we are
seeking distributors for our products and have secured a contract from one
distributor, MRG Communications. MRG Communications has agreed to represent
our prepaid products to consumers by distributing product to retail
channels that are represented by convenience stores and small chain grocery
outlets with less than 100 locations nationwide. The end user, the consumer
in this case, would be able to purchase the product in a retail
establishment, and upon completion of the card activation process, be
entitled to receive their prepaid Visa or MasterCard product in the mail
within 7-10 business days.  Upon receipt, the consumer can use the card
anywhere prepaid Visa or MasterCard products are accepted and they can add
more funds at anytime either through the retailer or a variety of other
methods, including direct deposit.  Our role in this business cycle is that
of a traditional wholesale company where we provide products to a
distribution channel that are ultimately sold to a consumer.  Once the
consumer activates the stored value product, we begin a service
relationship with that consumer where we ensure the cardholders account is
adequately managed.

     We manage our customer accounts 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 are beginning to subcontract personnel from
our processor 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.


                                     7


     CATALOG SHOPPING CARDS

     With respect to our second core business, we own, distribute, and
service a catalog shopping card portfolio under the brand name Tru
Platinum.  In April 2005, we discontinued the use of the second brand name,
Classic Advantage Card to refocus on a single brand, Tru Platinum.  Our
catalog shopping card offers consumers an opportunity to buy goods and
services out of designated catalogs without paying in full at the time of
purchase.  Consumers receive various catalogs from which they may elect to
purchase products, or they may shop from our designated website.  In our
catalog card sales cycle, a cardholder will purchase merchandise from a
catalog by completing the required order forms and mailing in the down
payment.  This initial deposit covers the cost of goods, while future
payments pay down the outstanding receivable balances for the catalog
shopping cardholder and provide a profit source for our company.  In most
cases, the consumer is required to provide a down payment of between 20%
and 50% of the purchase price, with the balance due in installments.  These
cards are marketed directly to consumers via direct mail and will be
offered as a cross promotional offering to customers of our stored value
products.  We manage the marketing and design, customer service, and
billing internally while we outsource the direct mail advertising and the
fulfillment of catalog products purchased by cardholders.  In 2005, we
launched three direct mail campaigns to expand the reach of our catalog
shopping card network and grow the size of our customer base.  In 2006 we
plan to focus efforts on cross promotional offerings and are not planning
to launch any direct mail campaigns with our catalog card.

     We generated $101,151 in revenue from this channel in the year ended
December 31, 2005, and are actively involved continuing the development of
this product and business segment.  To date we have purchased mail lists
from individual list brokers who specifically target niche market segments.
We have then mailed customized offers through the US Postal Service to each
individual on the list supplied by the brokers.  Those individuals who
favorably respond to the offers are then shipped a personalized catalog
shopping card.  In addition to the direct mail offerings, we have also
developed and launched a website on the world wide web that specifically
markets the catalog shopping card and the catalog products.  The website is
not currently marketed through postings on web traffic sites such as
Google, Yahoo, or Excite.

     Under the current catalog shopping card operations, the target market
has shifted away from consumers with below average credit to those
consumers that are cardholders of our core prepaid card products.  Under
cross promotional program guidelines consumers who maintain a Company
prepaid card product with a positive balance for 60 consecutive days are
then supplied with the catalog shopping card.  The consumer does not pay
any membership acceptance fee and receives a private name brand catalog
shopping card along with directions to access web-based materials to begin
shopping with the personalized catalog shopping card.

     As a primary benefit of shopping with our catalog shopping card, we do
not charge any interest rates to our cardholders on purchases made via the
Tru Platinum Card.  Any outstanding balances carried forward by our
cardholders are done so on a principal only basis.


                                     8

     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 agreement with two 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.

     COMPETITION

     The competitive landscape continues to evolve with 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 an early 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 Visa, MasterCard,
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, and ITC Financial Services.  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, profitability, and direct relationships
with the associations, such as Visa and MasterCard.

     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 (Visa, MasterCard, American Express, 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 Morgan Beaumont, among others.



                                     9

     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.

     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, WildCard
Systems/eFunds (NYSE:EFD) and ITC Financial Services.  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 expanded their 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.


                                     10

     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.

     REGULATORY ENVIRONMENT

     As the stored value industry continues to grow, we can expect
regulatory oversight to expand accordingly.  In related regulatory
developments, 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:

     -    State laws:
          -----------
          States such as Pennsylvania 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.

     -    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.


                                     11

     INTELLECTUAL PROPERTY

     We are committed to protecting our interests through the application
of appropriate trademarks, patents or rights.  Though we currently do not
have any of the aforementioned protections, we are seeking such protections
with regard to newly developed products in our consumer-based stored value
and catalog shopping card business segments.  As we further develop
products, processes or methods, we will continue to actively pursue the
necessary protections.

STRATEGIC ACQUISITIONS

     Management is seeking potential acquisition candidates.  In November
2004, we closed an asset purchase agreement with a direct mail organization
and in June 2005, we closed an asset purchase agreement with a telephone
company for call center assets.  We continue to court potential acquisition
targets based on the criteria outlined below.  Aside from the asset
purchase agreements, we currently have no other binding agreements.

     SELECTION CRITERIA FOR ACQUISITION TARGETS

     Prospective acquisitions will be selected for their profitability,
product mix, market position, customer base 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.

     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.


                                     12

     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 16, 2006, we had eleven full-time employees, namely our CEO
and President, Matt Kerper, our CFO, Bryan Kenyon, and nine other team
members whose roles include:  Director of Product Development, Channel
Support Specialist and seven Call Center Specialists.

ITEM 2.  DESCRIPTION OF PROPERTY

     Our administrative offices and headquarters, consisting of
approximately 1,500 square feet of office space, are located at 170 Newport
Center Drive, Suite 210, Newport Beach, California.  We sublease this
office space from Cygni Capital LLC, a corporation affiliated with Eric
Chess Bronk, one of our shareholders, on a three-year sublease for $3,905
per month until September 2006, and thereafter at $4,013 per month.  The
sublease expires in September 2007.

     We have entered into a sublease consisting of approximately 1,400
square feet of office space located at 1132 Bishop Street, 18th Floor,
Honolulu, Hawaii.  We sublease this space from Hawaii Direct Telephone, a
corporation whose call center assets we purchased in June of 2005, for
$2,835 per month. The sublease expires on October 1, 2006.

ITEM 3.  LEGAL PROCEEDINGS

     No legal proceedings are reportable pursuant to this item.

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, 2005.


                                     13

                                  PART II

     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     There is no established trading market for our common stock. We have
made application to the OTC Bulletin Board for quotation of our common
stock, but there is no assurance when, or if, such application will be
approved.

     At March 16, 2006, we had 3,055,250 shares of our common stock which
were subject to outstanding options to purchase these shares.  At March 16,
2006, we had 250,000 outstanding warrants to purchase common stock.

     We have registered for resale 3,619,637 shares of our outstanding
common stock for selling securities holders, including 382,302 shares
received by Trymetris Capital Fund I, LLC in the issuance and conversion of
a debenture issued to this fund.  In addition to the registration of these
shares in this registration statement, we have granted the fund the right
to demand registration of the shares at any time in the future, provided
that we are not required to file more than one registration statement in
any twelve-month period.

HOLDERS

     At March 16, 2006, we had 101 shareholders of record as reported to us
by our transfer agent.  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.

SALES OF UNREGISTERED SECURITIES

     During the year ended December 31, 2005, 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:

     -    On May 27, 2005, we granted five-year options to Luan Dang to
          purchase 50,000 shares at $0.75 per share for continued service
          as a director, on the compensation and audit committees and as
          chairman of the compensation committee.  The options vest one -
          fourth (1/4th) of the total options granted at the end of each
          three-month period and immediately in the event of a Corporate
          Transaction, as defined in the 2002 Stock Option/Stock Issuance
          Plan of the Company.  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. Dang was an accredited investor as defined in Rule 501 of
          Regulation D at the time of the grant.  He delivered appropriate
          investment representations with respect to this grant and
          consented to the imposition of restrictive legends upon the
          option grant form.  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.  Mr.
          Dang 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 grant.  No underwriting
          discounts or commissions were paid in connection with the
          transaction.

                                     14

     -    On May 27, 2005, we granted five-year options to Alan Knitowski
          to purchase 25,000 shares at $0.75 per share for continued
          service as a director.  The options vest one - fourth (1/4th) of
          the total options granted at the end of each three-month period
          and immediately in the event of a Corporate Transaction, as
          defined in the 2002 Stock Option/Stock Issuance Plan of the
          Company.  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. Knitowski was
          an accredited investor as defined in Rule 501 of Regulation D at
          the time of the grant.  He delivered appropriate investment
          representations with respect to this grant and consented to the
          imposition of restrictive legends upon the option grant form.  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.  Mr. Knitowski
          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 grant.  No underwriting
          discounts or commissions were paid in connection with the
          transaction.

     -    On September 14, 2005, we granted five-year options to Randy
          Cherkas to purchase 50,000 shares at $1.00 per share for
          continued service as a director on the compensation and audit
          committees and as chairman of the audit committee.  The options
          vest one - fourth (1/4th) of the total options granted at the end
          of each three-month period and immediately in the event of a
          Corporate Transaction, as defined in the 2002 Stock Option/Stock
          Issuance Plan of the Company.  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 was an accredited investor as defined in Rule 501 of
          Regulation D at the time of the grant.  He delivered appropriate
          investment representations with respect to this grant and
          consented to the imposition of restrictive legends upon the
          option grant form.  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.  Mr.
          Cherkas 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 grant.  No underwriting
          discounts or commissions were paid in connection with the
          transaction.



                                     15


     -    On September 20, 2005 we initiated an offering of up to 2,000,000
          shares of common stock for gross proceeds of $2,000,000.  Each
          investor also received stock purchase warrants at a rate of 50%
          of the shares purchased.  The warrants are exercisable through
          December 31, 2010 at $1.25 with certain incentive discounts to
          the exercise price available through December 31, 2007.  These
          shares were sold 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.  The investors were:

          <Table>
          <Caption>
                                         Number        Number
          Name                        of Shares   of Warrants        Amount
          ------------------------  -----------   -----------   -----------
          <S>                       <C>           <C>           <C>
          Luan Dang                      50,000        25,000   $    50,000
          ------------------------  -----------   -----------   -----------
          Knitowski Family Trust        250,000       125,000   $   250,000
          ------------------------  -----------   -----------   -----------
          Dale P. LaRock                 40,000        20,000   $    40,000
          ------------------------  -----------   -----------   -----------
          Lau  and Mai-anh Nguyen        50,000        25,000   $    50,000
          ------------------------  -----------   -----------   -----------
          Matthew Portoni                25,000        12,500   $    25,000
          ------------------------  -----------   -----------   -----------
          Ron and Janice Strugano        10,000         5,000   $    10,000
          ------------------------  -----------   -----------   -----------
          Peter Cuong Dac Ta             25,000        12,500   $    25,000
          ------------------------  -----------   -----------   -----------
          Hoang H. Tong                  25,000        12,500   $    25,000
          ------------------------  -----------   -----------   -----------
          TOTALS                        475,000       237,500   $   475,000
          ------------------------  -----------   -----------   -----------
          </Table>

          The investors 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
          restrictive legends 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 they
          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.




                                     16


     -    On December 30, 2005, our compensation committee granted shares
          and four year options to purchase shares to the following
          officers as annual performance bonuses for services rendered in
          relation to their employment with the Company pursuant to the
          terms and conditions of their employment agreements:

                    <Table>
                    <Caption>
                                                     Number        Number
                    Name                           of Shares    of Options
                    --------------------------   ------------  ------------
                    <S>                          <C>           <C>
                    Matthew Kerper                     42,000           -0-
                    Bryan Kenyon                       25,000       200,000
                    </Table>

          The shares vested on January 3, 2006.  The options vest beginning
          the first quarter of 2006 at a rate of 1/16th per quarter for
          each quarter our revenue exceeds the previous quarter of revenue,
          independent of whether the revenue is generated from acquisition
          or non-acquisition business activities.  The shares and options
          were issued 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.  Each investor was an accredited
          investor as defined in Rule 501 of Regulation D at the time of
          grant.  The investors delivered appropriate investment
          representations with respect to the acquisition of the shares and
          options and consented to the imposition of restrictive legends
          upon the certificates evidencing such shares and options.  The
          investors represented that they had not purchased the shares and
          options 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, or had access to, all of
          the reports made by us with the Securities and Exchange
          Commission.  The investors further represented that they 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 and options.

     In addition, since the year ended December 31, 2005, the following
securities were sold by us without registering the securities under the
Securities Act:

     -    On January 3, 2006, we initiated an offering of up to 1,600,000
          shares of common stock for gross proceeds of $1,600,000.  Each
          investor also receives stock purchase warrants at a rate of 50%
          of the shares purchased.  The warrants are exercisable through
          March 31, 2011 at $1.25 with certain incentive discounts to the
          exercise price available through March 31, 2008.  These shares
          were sold 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.  The initial investors are:



                                     17

<Table>
<Caption>
                                                   Number       Number
          Name                                  of Shares  of Warrants    Amount
          ----------------------------------    ---------  -----------  --------
          <S>                                   <C>        <C>          <C>
          Bluewaters Family Ltd. Partnership       25,000       12,500   $25,000
          Khai Trinh                               25,000       12,500   $25,000
</Table>


          The investors 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
          restrictive legends 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 they
          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.

PURCHASES OF EQUITY SECURITIES

     There were no purchases made during the fourth quarter ended December
31, 2005, 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

     The following discussion should be read in conjunction with our
financial statements and related notes thereto as filed with the Securities
and Exchange Commission.

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

KEY ACCOUNTING POLICIES

     Key accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially result in
materially different results under different assumptions and conditions.
There were no changes to our key accounting policies for the quarter and
year ended December 31, 2005.


                                     18

RESULTS OF OPERATIONS

Revenue

     Revenue was $546,181 and $34,451 for the years ended December 31, 2005
and 2004 (restated), respectively, representing an increase of $511,730 or
1,485%.  Our 2005 product launches coupled with marketing efforts resulted
in improved revenues through the addition of new customers and customized
program solutions and increased sales of our branded card products and
services.  This was the first complete year in which our operations have
been ongoing.  We have also contracted with other third party distributors
and online marketers which have the potential to generate additional
revenue in the future quarters.

Cost of Sales and Gross Profit

     Cost of sales was $426,203 and $40,954 for the years ended December
31, 2005 and 2004 (restated), respectively, representing an increase of
$385,249 or 941%.  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
21.9% and (18.8)% for the years ended December 31, 2005 and 2004,
respectively. The improved gross margin was primarily due to the fact that
we expanded and diversified revenue streams to focus on higher margin call
center and stored value operations, and minimized prior year impacts with
catalog shopping card cost of sales.

Operating expenses

     Operating expenses were $1,539,670 and $781,085 for the years ended
December 31, 2005 and 2004 (restated), respectively, representing an
increase of $758,585 or 98%.  The major components of the increase were
related to continued use of third party professionals for legal, management
and accounting service, which totaled $248,274 and the expansion of
headcount and payroll, totaling $604,184 and $252,004 contributed through
the recognition of stock-based compensation expense.  Additionally net
increases for insurance, rent and travel amounted to another $103,468.  On
a comparable basis payroll and related expenses were $604,184 and $230,417
for the years ended December 31, 2005 and 2004 (restated), respectively,
representing 39% and 29% of operating expenses, respectively.

Other income (expense)

     Other income (expense) was ($117,345) and ($68,513) for the years
ended December 31, 2005 and 2004 (restated), respectively.  The 2005
expenses relate to net interest expense of $1,107 and financing costs of
$116,238.  In 2004 the expense was related to $60,000 for an impairment of
intangible assets related to the Signature Credit acquisition of certain
catalog shopping card assets.



                                     19

Net loss

     We had a net loss of $1,537,037 and $858,632 for the years ended
December 31, 2005 and 2004 (restated), respectively.  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 anticipate
reaching a breakeven position sometime in 2006.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2005, cash totaled $211,523 as compared with
$974,658 cash or cash equivalents at December 31, 2004.  Cash used in
operations was $1,174,228 during the year ended December 31, 2005 as
compared with $634,648 during the year ended December 31, 2004.  During the
year ended December 31, 2005, cash flows used by investing activities
decreased by $ 45,892 and cash flows from financing activities increased by
$456,985.  On a comparable basis, during the year ended December 31, 2004,
cash flows used by investing activities decreased by $86,784 and cash flows
from financing activities increased by $1,696,090.

     Working capital was $223,148 at December 31, 2005, as compared with
working capital of $859,825 at December 31, 2004.  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.  The cash
used was from gross proceeds from a private placement stock offering and
proceeds from a convertible debenture which generated a total of $1,700,000
in cash during the year ended December 31, 2004.  In addition, there was
cash used from a private placement offering of our common stock conducted
in the third and fourth quarters from approximately September through
December 2005.  We offered an aggregate of 2,000,000 shares at $1.00 per
share with a 50% warrant coverage structure and realized gross proceeds of
$462,500.

     Management believes that with revenues generated from operations,
together with funds generated from the sale of our common stock, we will
have sufficient cash to satisfy existing operating cash needs and working
capital requirements through the remainder of 2006.  Our monthly cash
requirements have fluctuated between $59,321 and $133,274, and management
estimates that future monthly cash requirements will be approximately
$74,000.  The Company anticipates that improved gross profit margins
coupled with growing revenues from call center operations, stored value and
direct mail channels, will allow us to reach the cash neutral point
sometime in 2006.  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.

     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.



                                     20

     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, 2005, 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.

SUBSEQUENT EVENTS

     The following events occurred subsequent to the year ended December
31, 2005:

     CARD MARKETER AGREEMENTS

     We have signed a card marketing agreement dated January 27, 2006, with
iDirect Marketing, a Florida-based company.  iDirect plans to sell our
branded stored value products through their network of distribution
channels that are located throughout the United States,

     PROCESSOR AGREEMENTS

     On March 8, 2006, we signed an Addendum to our processor agreement
with Galileo Processing.  The purpose of the Addendum is to provide access
for our cardholders to the PayXone payment centers operated under agreement
by Galileo Processing.  PayXone is a consortium of retail and non-retail
locations that offer our cardholders the ability to add funds to their
prepaid card at PayXone locations in addition to our existing fund loading
locations.

     PROGRAM LAUNCHES

     The fully customized PlatinumTel prepaid card program was launched on
February 21, 2006.  We provide PlatinumTel a customized Visa debit card
program platform for PlatinumTel customers and provide ongoing portfolio
support.


                                     21

FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements and
information that are based on assumptions made by management and on
information currently available. When used in this report, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan," and
similar expressions, as they relate to our company or its management, are
intended to identify forward-looking statements. These statements reflect
management's current view of our company concerning future events and are
subject to certain risks, uncertainties and assumptions, including among
many others the following: changes in the information technology industry;
changes in out-sourcing and off-shore operations; a general economic
downturn; a further downturn in the securities markets; our early phase of
operations; reliance on foreign suppliers and contractors; the inability to
locate suitable acquisition targets; and other risks and uncertainties.
Should any of these risks or uncertainties materialize, or should
underlying 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.


                                     22


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.

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

CURRENT MANAGEMENT

     The following table sets forth as of March 16, 2006, the name, age,
and position of our executive officers and directors:

<Table>
<Caption>
                                                                 Director
     Name                     Age    Position(s)                 Since
     ---------------------    ----   -------------------------   ----------
     <S>                      <C>    <C>                         <C>
     Matthew S. Kerper        31     CEO, President & Director   2004
     Bryan W. Kenyon          34     CFO                         --
     Alan Knitowski           36     Chairman                    2004
     Luan Dang                34     Director                    2004
     Randy Cherkas            43     Director                    2004
</Table>

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





                                     23

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

     MATTHEW KERPER has been our President since May 2004.  From April 2002
until May 2004, he was Director of Wholesale Distribution and Director of
Reseller Distribution for Next Estate Communications, a leading provider of
prepaid MasterCard (registered trademark symbol) cards and stored value
solutions.  From April 2000 until January 2002 he was vice-president of
electronic commerce for PayStar Corporation, a distributor of
telecommunications and stored value products.  From January 2000 until
December 2000 he was vice-president of operations for PAIDCard, a company
which developed a prepaid credit card.  In 1999 he was CEO of Gut Boyz,
Inc. which was a national distributor of causal apparel.  In 1997, Mr.
Kerper received a Bachelor of Science degree in Business Information
Systems from the University of Phoenix and in 2001 he received his M.B.A.
from Pepperdine University's Graziadio School of Business and Management.

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

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

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




                                     24

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

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

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




                                     25

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

BOARD COMMITTEES AND ADVISORS

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

     In May 2004 the Board of Directors established an advisory board to
assist management in its business goals.  Jason Daggett was appointed to
the advisory board as its initial member.  As compensation to him for
accepting this appointment, we issued him 140,000 shares.

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

STOCKHOLDER COMMUNICATIONS

     We do not have a standing nominating committee; recommendations for
candidates to stand for election as directors are made by the Board of
Directors.  Our current policy is to permit security holders to recommend
candidates for election as directors and to provide for a process for
stockholders to send communications to the Board of Directors.

     Stockholders may send communications to the Board of Directors by
contacting our President, Mr. Kerper, in one of the following ways:

     -    In writing at 170 Newport Center Drive, Suite 210, Newport Beach,
          CA  92660;
     -    By e-mail at mkerper@trycera.com




                                     26

     The President will submit each communication received to the Board of
Directors at the next regular meeting.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The following table identifies each person who, at any time during the
fiscal year ended December 31, 2005, was a director, officer, or beneficial
owner of more than 10% of our common stock that failed to file on a timely
basis reports required by Section 16(a) of the Exchange Act during the most
recent fiscal year:

<Table>
<Caption>

                                        Number of Transactions
                         Number of      Not Reported           Reports
Name                     Late Reports   on a Timely Basis      not Filed
--------------           ------------   ---------------------- ----------
<S>                      <C>            <C>                    <C>
Randy Cherkas                 1                   1                 0
</Table>

CODE OF ETHICS

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

ITEM 10.  EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

     SUMMARY COMPENSATION TABLE.    The following table sets forth
information concerning the annual and long-term compensation awarded to,
earned by, or paid to the named executive officers for all services
rendered in all capacities to our company for the years ended December 31,
2005, 2004, and 2003:

<Table>
<Caption>

                  Long Term Compensation                Long Term        Compensation
                                                                Awards        Payouts
                                                                 Secur
                                             Other   Restr       ities
                                            Annual   icted      Under-            All
Name &                                      Compen   Stock       lying   LTIP   Other
Principal             Salary       Bonus    sationAward(s)     Options Payout  Compen
Position      Year       ($)         ($)       ($)     ($)     /SARs #    ($)  sation
-------------------------------------------------------------------------------------
<S>       <C>       <C>         <C>       <C>     <C>         <C>      <C>     <C>
Matthew
 S. Kerper    2005  $120,000  $42,000(1)         0       0           0      0       0
 CEO          -----------------------------------------------------------------------
              2004  $120,000        0   $10,000(2)       0   1,000,000      0       0
              -----------------------------------------------------------------------
              2003         0        0            0       0           0      0       0
              -----------------------------------------------------------------------

Bryan W.      2005   100,000  $25,000(3) $7,984(4)       0  200,000(6)      0       0
 Kenyon,      -----------------------------------------------------------------------
 CFO          2004   100,000        0    $6,000(5)       0  750,000         0       0
              -----------------------------------------------------------------------
              2003         0        0         0          0           0      0       0
              -----------------------------------------------------------------------
</Table

     (1)  On December 30, 2005, our Compensation Committee granted a bonus
          of 42,000 shares of our common stock to Mr. Kerper for service
          under his employment agreement for his initial year of service
          from May 10, 2004, through May 9, 2005.  The shares vested on
          January 4, 2006.  The value of the shares was determined by the
          committee to be $1.00 per share.

                                     27
     (2)  On May 11, 2004, the board issued 1,000,000 shares of common
          stock to Mr. Kerper as consideration for accepting appointment as
          an officer and director of the company.  These shares were valued
          at $0.01 per share.
     (3)  On December 30, 2005, our Compensation Committee granted a bonus
          of 25,000 shares of our common stock to Mr. Kenyon for service
          under his employment agreement for his initial year of service
          from June 7, 2004, through June 6, 2005.  The shares vested on
          January 4, 2006.  The value of the shares was determined by the
          committee to be $1.00 per share.
     (4)  Mr. Kenyon's other annual compensation consists of a $307 per pay
          period adjustment for healthcare.
     (5)  On May 11, 2004, the board issued 600,000 shares of common stock
          to Mr. Kenyon as consideration for accepting appointment as an
          officer and director of the company.  These shares were valued at
          $0.01 per share.
     (6)  On December 30, 2005, our Compensation Committee granted 200,000
          stock purchase options to Mr. Kenyon.  The options are
          exercisable at $1.00 per share and vest at the rate of 1/16th per
          quarter for each quarter our revenue exceeds the previous quarter
          of revenue starting first quarter 2006, independent of whether
          the revenue is generated from acquisition or non-acquisition
          business activities.

     Option Grants Table.     The following table sets forth information
concerning individual grants of stock options to purchase our common stock
made to the executive officers named in the Summary Compensation Table
during the fiscal year ended December 31, 2005

OPTIONS GRANTS IN LAST FISCAL YEAR
(Individual Grants)


<Table>
<Caption>
                 Number of     Percent of
                 Securities    total options
                 underlying    granted to         Exercise or
                 options       employees in       base price     Expiration
Name             granted (#)   last fiscal year   ($/Share)      date
---------------  -----------   ----------------   -----------    ----------
                                                                 ------
<S>              <C>           <C>                <C>            <C>
Matthew Kerper   -0-           -0-                -0-            n/a
Bryan W. Kenyon  200,000       62%                $1.00          December
                                                                 30,2009
</Table>

     AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE
TABLE.    The following table sets forth certain information regarding
stock options exercised during the fiscal year ended December 31, 2005, and
held as of December 31, 2005, by the executive officers named in the
Summary Compensation Table.

















                                     28



              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                     AND FISCAL YEAR-END OPTION VALUES
<Table>
<Caption>
-------------------  --------  ---------   ----------------   ---------------------
                                           Number of
                                           Securities
                                           Underlying         Value of
                                           Unexercised        Unexercised
                                           Options            In-The-Money
                                           at Fiscal          Options at Fiscal-
                                           Year-End (#)       Year-End ($)(1)
-------------------  --------  ---------   ----------------   ---------------------
                     Shares
                     acquired
                     on        Value
                     exercise  realized    Exercisable/       Exercisable/
Name                 (#)       ($)         Unexercisable      Unexercisable
-------------------  --------  ---------   ----------------   ---------------------
<S>                  <C>       <C>         <C>                <C>
Matthew S. Kerper       -0-       -0-      583,333/416,667    $583,333/$416,667 (1)
-------------------  --------  ---------   ----------------   ---------------------
Bryan W. Kenyon         -0-       -0-      437,500/312,500    $437,500/$312,500 (1)
-------------------  --------  ---------   ----------------   ---------------------
</Table>

     (1) At December 31, 2005, there was no public trading market for our
common stock.  The fair market value of the shares underlying the
unexercised options is computed for purposes of this table at $1.00 per
share based on the last sale price of our shares in the latest non-public
offering of our stock.  All of the options granted to Messrs Kerper and
Kenyon would have been in-the-money options at year-end.

EMPLOYMENT AND CONSULTING CONTRACTS

     On May 27, 2004, the Compensation Committee approved employment
agreements and compensation for Matthew S. Kerper as President and for
Bryan Kenyon as CFO.  The following description sets forth the material
individual terms of these agreements:

     -    MATTHEW S. KERPER.  The initial period of the employment
          agreement for Mr. Kerper is three years beginning May 10, 2004.
          He is required to devote his full time to the business of the
          company.  His base salary is $120,000 per annum.  He received a
          signing bonus of 1,000,000 post-split shares, which were
          previously issued by the Board of Directors on May 7, 2004, and
          options to purchase 1,000,000 post-split shares as additional
          compensation for entering into the agreement.

     -    BRYAN KENYON.  The initial period of the employment agreement for
          Mr. Kenyon is three years beginning May 26, 2004.  He is required
          to devote his full time to the business of the company.  His base
          salary is $100,000 per annum.  He received a signing bonus of
          600,000 post-split shares, which were previously issued by the
          Board of Directors on May 7, 2004, and options to purchase
          750,000 post-split shares as additional compensation for entering
          into the agreement.

     Each of the employment agreements contains the following provisions
which apply to each of the parties:

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

     -    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.



                                     29

     -    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, at the three year six month anniversary of his
          employment with the company, and/or immediately in the event of a
          Corporate Transaction, as defined in the 2004 Stock Option/Stock
          Issuance Plan.

     -    Mr. Kerper is eligible to receive an annual performance bonus
          between 25% and 100% of the then applicable base salary upon
          achievement of annual performance objectives payable either in
          cash or stock.  Mr. Kenyon is eligible to receive an annual
          performance bonus between 10% and 50% of the then applicable base
          salary upon achievement of annual performance objectives payable
          either in cash or stock.

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

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

     -    Each agreement contains customary termination and confidentiality
          provisions.

     Pursuant to their employment agreements, Mr. Kerper and Mr. Kenyon
were granted stock bonuses by the Compensation Committee for 2005.
Mr. Kerper received 42,000 shares and Mr. Kenyon received 25,000 shares.
The shares were granted on December 30, 2005, and vested on January 3,
2006.

     On December 30, 2005, the Compensation Committee approved the grant of
200,000 stock options for the purchase of common stock for Bryan Kenyon as
CFO.

COMPENSATION OF DIRECTORS

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

     Pursuant to our standard arrangements for outside directors, on May
27, 2005, our board of directors granted to Alan S. Knitowski and Luan
Dang, two of our outside directors, stock options to purchase 25,000 and
50,000 shares, respectively.  These options were granted in connection with
Mr. Knitowski's continued appointment as director, and Mr. Dang's continued
appointment as director, audit and compensation committees' member, and as
chairmen of the compensation committee.  The options were granted pursuant
to our Stock Option/Stock Issuance Plan.  The options are exercisable at
$0.75 per share and expire five years from the date of grant.  The options
vest at the rate of 25% at the end of each three-month period from the date
of grant.


                                     30

     Also pursuant to our standard arrangements for outside directors, on
September 14, 2005, our board of directors granted to Randy Cherkas, one of
our outside directors, stock options to purchase 50,000 shares.  These
options were granted in connection with his continued appointment as a
director and for his continued appointment to the audit and compensation
committees, and as chairman of the audit committee.  The options were
granted pursuant to our Stock Option/Stock Issuance Plan.  The options are
exercisable at $1.00 per share and expire five years from the date of
grant.  The options vest at the rate of 25% at the end of each three-month
period from the date of grant.

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information furnished by
current management concerning the ownership of the common stock of our
company as of March 16, 2006, of (i) each person who is known to us to be
the beneficial owner of more than 5 percent of the common stock; (ii) all
directors and executive officers; and (iii) our directors and executive
officers as a group:


<Table>
<Caption>
                              Amount and Nature
Name and Address              of Beneficial
of Beneficial Owner           Ownership (1)                 Percent of Class
---------------------------   -------------------           -----------------
<S>                           <C>                           <C>

Matthew S. Kerper                1,575,418(2)                     21.05%
170 Newport Center Drive
Suite 210
Newport Beach, CA   92660

Bryan Kenyon                     1,112,580(3)                     15.16%
170 Newport Center Drive
Suite 210
Newport Beach, CA   92660





                                          31




Alan Knitowski                   1,021,667(4)                     14.28%
170 Newport Center Drive
Suite 220
Newport Beach, CA   92660

Luan Dang                          675,000(5)                      9.61%
170 Newport Center Drive
Suite 210
Newport Beach, CA   92660

Randolph Cherkas                   141,667(6)                      2.03%
7 Leeds Road
Moorestown, NJ   08057

Executive Officers and              4,526,332                     54.03%
Directors as a Group
(5 Persons)

Jason Daggett                      631,469(7)                      9.11%
Trymetris Capital Fund I, LLC
4080 Paradise Road, #15168
Las Vegas, NV   89109

Trymetris Capital Fund I, LLC         552,302                      8.00%
170 Newport Center Drive
Suite 220
Newport Beach, CA   92660
__________

</Tabe>

     (1)  This table is based upon information supplied by officers,
directors and principal stockholders and Schedules 13D and 13G filed with
the Securities and Exchange Commission.  Unless otherwise indicated in the
footnotes to this table, and subject to community property laws where
applicable, we believe that each of the stockholders named in this table
has sole voting and investment power with respect to the shares indicated
as beneficially owned.  Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities.  Beneficial
ownership also includes shares of stock subject to options and warrants
currently exercisable or exercisable within 60 days of the date of this
table.  Applicable percentages are based on 6,901,802 shares of our common
stock outstanding on March 16, 2006.
     (2)  Includes 583,333 shares issuable upon exercise of outstanding
options.
     (3)  Includes 90,000 shares owned by a children's trust controlled by
Mr. Kenyon.  Also includes 437,500 shares issuable upon exercise of
outstanding options.
     (4)  Includes 700,000 shares owned by a family trust controlled by Mr.
Knitowski, and 67,500 owned by an IRA.  Also includes 56,250 shares
issuable upon exercise of outstanding options held by Mr. Knitowski and
72,917 shares issuable upon exercise of outstanding options held by a
company of which Mr. Knitowski is the president.  Further includes 125,000
shares issuable upon exercise of warrants.


                                     32


     (5)  Includes 100,000 shares issuable upon exercise of outstanding
options and 25,000 shares issuable upon exercise of outstanding warrants.
     (6)  Includes 75,000 shares issuable upon exercise of outstanding
options.
     (7)  Includes 552,302 shares owned by Trymetris Capital Fund I, LLC.
Also includes 50,000 shares held in the name of a corporation owned and
controlled by Mr. Daggett.  Further includes 29,167 shares issuable upon
exercise of outstanding options.

2004 STOCK OPTION/STOCK ISSUANCE PLAN

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

     There are 5,000,000 shares of common stock initially authorized for
nonstatutory and incentive stock options and stock grants under the plan,
which are subject to adjustment in the event of stock splits, stock
dividends, and other situations.

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

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

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

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

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



                                     33

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

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

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

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

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

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

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



                                     34

EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth as of the most recent fiscal year ended
December 31, 2005, certain information with respect to compensation plans
(including individual compensation arrangements) under which our common
stock is authorized for issuance:

Table>
<Caption>
                                                                 Number of
                                                                 securities
                                                                 remaining
                                                                 available for
                                                                 future issuance
                                                                 under equity
                     Number of securities                        compensation
                     to be issued          Weighted-average      plans (excluding
                     upon exercise of      exercise price of     securities
                     outstanding options,  outstanding options,  reflected in
                     warrants and rights   warrants and rights   column (a) and (b))
                     (a)                   (b)                   (c)
-------------------- --------------------  --------------------  -------------------
<S>                  <C>                   <C>                   <C>
Equity compensation
 plans approved by
 security holders         3,070,250             $0.62                 1,837,750
-------------------- --------------------  --------------------  -------------------
Equity compensation
 plans not approved
 by security holders          -0-                -0-                      -0-
-------------------- --------------------  --------------------  -------------------
     Total                3,070,250             $0.62                 1,837,750
-------------------- --------------------  --------------------  -------------------
</Table>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have had a number of related party transactions which may not have
been on terms as favorable as with unrelated parties.  As a start-up
venture, we have engaged in a significant number of transactions with
related parties that may not be deemed to have been at arm's length,
including the following:

     -    On May 12, 2004, we borrowed $200,000 from Trymetris Capital Fund
          I, LLC pursuant to the terms of a six-month 10% convertible
          debenture which we issued for the loan.  The debenture was
          convertible at $0.75 per share.  We also issued 100,000 shares of
          common stock as additional consideration for the loan and granted
          demand registration rights for the shares.  The Fund is managed
          by Trymetris Capital Management, LLC.  Alan S. Knitowski, our
          Chairman, is one of two managing members of this entity and holds
          an ownership interest in the Fund.  Jason Daggett, a member of
          our advisory committee and a shareholder named in Item 11 above,
          is the other managing member of this entity.  On December 15,
          2004, the loan was converted by the Fund and we issued 282,302
          shares in the conversion as full satisfaction of the amount owed
          pursuant to the debenture.
     -    On May 10, 2004, we entered into a renewable one-year joint
          consulting agreement with Cygni Capital LLC and Ecewa Capital LLC
          in which we agreed to pay $10,000 every thirty days for the
          services and, during the initial term, a finder's fee equal to 8%
          of any transaction plus five-year warrants to purchase shares
          equal to 8% of the securities subject to the transaction.  This
          agreement terminated on December 31, 2005.  We also granted to
          Ecewa five-year options to purchase 125,000 shares exercisable at
          the following prices:  31,250 at $0.25 per share; 31,250 at $0.45
          per share; 31,250 at $0.65 per share; and 31,250 at $0.85 per
          share.  These options vest at the rate of 1/12th per quarter for
          each quarter our revenue exceeds the previous quarter and/or
          1/12th for each $250,000 in aggregate gross revenue we have
          achieved since our inception.  Mr. Knitowski, our Chairman, is
          the president of Ecewa Capital.

                                     35

     -    From November 2001 until March 2004, we borrowed $8,731 from
          Cygni Capital LLC.  Eric C. Bronk, the sole director and
          president of our company at the time, was president of Cygni
          Capital at the time of the loans.  Mr. Bronk resigned as an
          officer and director of our company on May 7, 2004.  The loans
          were repaid by us on May 18, 2004.
     -    From May 2000 until June 2003, we borrowed $20,123 from Rigel
          Funds Management, Ltd.  Eric C. Bronk, the sole director and
          president of our company at the time, was a director of this
          entity.  The loans were repaid by us on May 18, 2004.
          On May 24, 2004, Cygni Capital leased approximately 1,478 square
          feet of office space and sublet the space to us for $3,695 per
          month.  On May 27, 2004, we granted to Cygni Capital options to
          purchase 125,000 shares for prior consulting services.  These
          options are exercisable at $0.25 for the first 31,250, $0.45 for
          the next 31,250, $0.65 for the next 31,250, and $0.85 for the
          next 31,250.  Jason Daggett, a member of our advisory committee
          and a shareholder named in Item 11 above, was an owner member of
          Cygni Capital at the time the lease was negotiated and the
          options granted.

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


ITEM 13.  EXHIBITS

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

<Table>
<Caption>
                                   Incorporated by Reference
                                   ------------------------------------
Exhibit
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
 10.14  used pursuant to the 2004
        Stock Option/Stock
        Issuance Plan                                                        X
------- -------------------------- ------  ---------- -------  --------  ---------


4.4     Stock Acquisition
        Agreement dated November
        2, 2004, with Dave                                     November
        Margolin, as amended       8-K     000-30872  4.3      8, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
4.5     Stock Acquisition
        Agreement dated November                               November
        2, 2004, with Victor Lee   8-K     000-30872  4.4      8, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
4.6     Form of Series A Common
        Stock Purchase Warrant,
        as amended                                                           X
------- -------------------------- ------  ---------- -------  --------  ---------
4.7     Form of Series B Common
        Stock Purchase Warrant                                               X
------- -------------------------- ------  ---------- -------  --------  ---------
4.8     Description of
        Registration Rights for
        investors in offerings
        dated September 20, 2005
        and January 3, 2006                                                  X
------- -------------------------- ------  ---------- -------  --------  ---------
10.1    Replacement Promissory                                 March
        Note dated May 18, 2002    10-KSB  000-30872  10.1     31, 2003
------- -------------------------- ------  ---------- -------  --------  ---------
10.2    Promissory Note dated                                  April
        November 2, 2001           10-KSB  000-30872  10.2     1, 2002
------- -------------------------- ------  ---------- -------  --------  ---------
10.3    Promissory Note dated                                  March
        June 14, 2002              10-KSB  000-30872  10.3     31, 2003
------- -------------------------- ------  ---------- -------  --------  ---------
10.4    Promissory Note dated                                  March
        December 31, 2002          10-KSB  00-30872   10.4     31, 2003
------- -------------------------- ------  ---------- -------  --------  ---------
10.5    Debenture for $200,000
        with Trymetris Capital                                 May
        Fund I, LLC                8-K     000-30872  10.5     13, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
10.6    Consulting Agreement dated
        May 10, 2004, with Cygni
        Capital LLC and Ecewa                                  May
        Capital, LLC               8-K     000-30872  10.6     13, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
10.7    Employment Agreement with                              June
        Matthew S. Kerper*         8-K     000-30872  10.7     9, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
10.8    Employment Agreement with                              June
        Bryan Kenyon*              8-K     000-30872  10.8     9, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
10.9    Asset Purchase Agreement
        dated November 2, 2004,
        with Signature Credit                                  November
        Corporation                8-K     000-30872  10.9     8, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
10.10   Consulting Agreement dated
        November 2, 2004, with                                 November
        David Margolin             8-K     000-30872  10.10    8, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
10.11   Signet Software Agreement
        dated November 2, 2004
        with Dave Margolin and                                 November
        Daryl Rice                 8-K     000-3072   10.11    8, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
10.12   Service Agreement dated
        September 9, 2004, with
        Galileo Processing, Inc.
        (Confidential treatment
        has been requested for a                               April
        portion of this exhibit)   10-KSB  000-30872  10.12    15, 2005
------- -------------------------- ------  ---------- -------  --------  ---------

                                          37

10.13   Marketer Agreement dated
        October 5, 2004, with
        First Federal Savings
        Bank of Midwest
        (Confidential treatment
        has been requested for a                               April
        portion of this exhibit)   10-KSB  000-30872  10.13    15, 2005
------- -------------------------- ------  ---------- -------  --------  ---------
14.1    Code of Ethics             8-K     000-30872  14.1     August
                                                               26, 2004
------- -------------------------- ------  ---------- -------  --------  ---------
21      List of Subsidiaries                                                 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
------- -------------------------- ------  ---------- -------  --------  ---------

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

</Table>

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, 2005 and 2004 were $19,523 and $10,067, 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, 2005 and
2004 were $3,651 and $11,927, respectively.

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, 2005 and 2004 were $0 and $560,
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, 2005 and 2004.

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, 2005, were approved by the Audit Committee.

                                     38
                                 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:  March 31, 2006         By: /S/ Matthew S. Kerper
                              --------------------------------------
                                      Matthew S. Kerper, President
                                     (Principal Executive Officer)

Date:  March 31, 2006         By: /S/ Bryan W. Kenyon
                              --------------------------------------
                                      Bryan W. Kenyon, CFO (Principal
                                      Financial Officer, and Principal
                                      Accounting Officer)


     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:  March 31, 2006         /S/ Matthew S. Kerper
                              --------------------------------------
                                  Matthew S. Kerper, Director


Date:  March 31, 2006         /S/ Luan Dang
                              --------------------------------------
                                  Luan Dang, Director

Date:  March 31, 2006         /S/ Alan S. Knitowski
                              --------------------------------------
                                  Alan S. Knitowski, Director

Date:  March 31, 2006         /S/ Randy Cherkas
                              --------------------------------------
                                  Randy Cherkas, Director






                                     39










                          Trycera Financial, Inc.
                            Financial Statements
                             December 31, 2005
                                    and
                             December 31, 2004









/Letterhead/

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee and Shareholders
Trycera Financial, Inc.

We have audited the accompanying consolidated balance sheets of Trycera
Financial, Inc.  as of December 31, 2005 and 2004, and the related
consolidated statements of operations, stockholders' equity 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 the standards of the PCAOB
(United States).  Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatements.  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 financial statements.  An audit also
includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statements presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the aforementioned consolidated financial statements
present fairly, in all material respects, the financial position of Trycera
Financial, Inc., as of December 31, 2005 and 2004 and the consolidated
results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United
States of America.



/S/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 21, 2006



                          Trycera Financial, Inc.
                        Consolidated Balance Sheets
<Table>
<Caption>
                                                   December      December
                                                   31, 2005      31, 2004
                                                 ------------  ------------
                                                                 (Restated)
<S>                                              <C>           <C>
Current Assets
--------------
  Cash                                           $   211,523   $   974,658
  Accounts Receivable, net of allowance
   of $1,999                                          99,811        21,425
  Prepaid Expenses and other current assets           42,786        13,305
  Client ACH Reserves                                  5,000             -
                                                 ------------  ------------
     Total Current Assets                            359,120     1,009,388

Property & Equipment, net                             12,764         8,608

Other Assets
------------
  Deposits                                             9,207         9,207
  Definite Life Intangible Assets, net                75,644       109,418
                                                 ------------  ------------
     Total Other Assets                               84,851       118,625
                                                 ------------  ------------
     Total Assets                                $   456,735   $ 1,136,621
                                                 ============  ============

                     Liabilities & Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable                               $    52,469   $    32,331
  Accounts Payable - Related Party                         -         4,090
  Accrued Expenses                                    46,827        10,049
  Line of Credit                                      14,485        20,000
  Deferred Revenue, net                               22,191        83,093
                                                 ------------  ------------
     Total Current Liabilities                       135,972       149,563
                                                 ------------  ------------

Commitments                                                -             -
-----------

Stockholders' Equity
--------------------
  Preferred Stock, 20,000,000 Shares Authorized,
   $.001 Par Value; None Issued and Outstanding            -             -
  Common Stock, 100,000,000 Shares Authorized at
   $.001 Par Value; 6,876,802 and 6,307,302 Shares
   Issued and Outstanding, Respectively                6,876         6,307
  Additional Paid In Capital                       2,761,230     1,891,057
  Accumulated Deficit                             (2,447,343)     (910,306)
                                                 ------------  ------------
  Total Stockholders' Equity                         320,763       987,058
                                                 ------------  ------------
  Total Liabilities & Stockholders' Equity       $   456,735   $ 1,136,621
                                                 ============  ============
</Table>
 The accompanying notes are an integral part of these financial statements
                                     3

                          Trycera Financial, Inc.
                   Consolidated Statements of Operations
<Table>
<Caption>
                                                   December      December
                                                   31, 2005      31, 2004
                                                 ------------  ------------
                                                                 (Restated)
<S>                                              <C>           <C>
Revenues
--------
  Consulting                                     $    27,309   $    24,000
  Direct Mail                                        101,151             -
  Stored Value                                       271,954             -
  Call Center                                        145,767             -
  Catalog Shopping                                         -        10,451
                                                 ------------  ------------
                                                     546,181        34,451

Cost of Sales                                        426,203        40,954
-------------                                    ------------  ------------
  Gross Profit                                       119,978        (6,503)

Expenses
--------
  Depreciation and Amortization                      115,510        14,893
  Salaries and Wages                                 604,184       230,417
  Stock Based Compensation                           252,004             -
  Professional Fees                                  248,274       284,102
  General & Administrative                           319,698       251,673
                                                 ------------  ------------
     Total Expenses                                1,539,670       781,085

     Income (Loss) from Operations                (1,419,692)     (787,588)
                                                 ------------  ------------
Other Income (Expenses)
-----------------------
  Interest, net                                       (1,107)       (8,513)
  Financing Costs                                   (116,238)            -
  Impairment of Intangible Assets                          -       (60,000)
                                                 ------------  ------------
     Total Other Income (Expenses)                  (117,345)      (68,513)
                                                 ------------  ------------
     Income (Loss) Before Taxes                   (1,537,037)     (856,101)
     Income Taxes                                          -        (2,531)
                                                 ------------  ------------
     Net Income (Loss)                           $(1,537,037)  $  (858,632)
                                                 ============  ============

Basic earnings per share:
  Loss per share                                 $     (0.24)  $     (0.23)
                                                 ============  ============
  Weighted average shares                          6,412,499     3,727,866
                                                 ============  ============



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

                          Trycera Financial, Inc.
                     Statements of Stockholders' Equity
          For the Period January 1, 2004 through December 31, 2005
<Table>
<Caption>

                                    Preferred Stock                     Common Stock
                                                                 Paid-In  Accumulated
                         Shares   Amount     Shares    Amount    Capital      Deficit
                        -------  ------- ---------- --------- ----------  -----------
<S>                     <C>      <C>     <C>        <C>       <C>         <C>
Balance, January
 1, 2004                     -   $    -    550,000  $    550  $  10,450   $  (51,674)

Forgiveness of interest
 on related party note       -        -          -         -      7,705            -

Shares issued for
 services at $.01 per
 share                       -        -  3,300,000     3,300     29,700            -

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

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

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

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

Shares issued for cash
 pursuant to a private
 placement memorandum
 at $.75 per share           -        -    368,766       369    326,005            -

Shares issued for
 services at $.75
 per share                   -        -     25,000        25     18,725            -

Valuation of stock
 options                     -        -          -         -      2,687            -

Loss for the period
 ended December
 31, 2004                    -        -          -         -          -     (858,632)
                        -------  ------- ---------- --------- ----------  -----------
Balance at December
 31, 2004 (restated)         -        -  6,307,302     6,307  1,891,057     (910,306)
</Table>
 The accompanying notes are an integral part of these financial statements.
                                     5

                          Trycera Financial, Inc.
                     Statements of Stockholders' Equity
          For the Period January 1, 2004 through December 31, 2005
<Table>
<Caption>

                                    Preferred Stock                     Common Stock
                                                                 Paid-In  Accumulated
                         Shares   Amount     Shares    Amount    Capital      Deficit
                        -------  ------- ---------- --------- ----------  -----------
<S>                     <C>      <C>     <C>        <C>       <C>         <C>

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

Shares issued for
 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, December
 31, 2005                    -        -  6,876,802     6,876  2,761,230   (2,447,343)
                        =======  ======= ========== ========= ==========  ===========


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


                          Trycera Financial, Inc.
                   Consolidated Statements of Cash Flows
<Table>
<Caption>
                                                            December       December
                                                            31, 2005       31, 2004
                                                         -------------  -------------
<S>                                                      <C>             <C>
Cash Flows from Operating Activities
------------------------------------
 Net Income (Loss)                                        $(1,537,037)     $(858,632)
 Adjustments to Reconcile Net Loss to Net Cash
 Provided by Operations;
  Depreciation and amortization                               115,510         14,893
  Stock issued for services                                    67,000         63,477
  Forgiveness of related party interest                             -          7,705
  Impairment loss on intangible assets                              -         60,000
  Stock options issued                                        301,242          2,687
  (Increase) decrease in accounts receivable                  (78,386)       (21,425)
  (Increase) decrease in prepaid and other current assets     (29,481)       (10,530)
  (Increase) decrease in ACH client reserves                   (5,000)             -
  (Increase) decrease in deposits                                   -         (9,207)
  Increase (decrease) in accounts payable                      20,138         21,008
  Increase (decrease) in accounts payable - related party      (4,090)         4,090
  Increase (decrease) in accrued expenses                      36,778         10,608
  Increase (decrease) in unearned revenue                     (60,902)        80,678
                                                          ------------   ------------
Net Cash Provided (Used) by Operating Activities           (1,174,228)      (634,648)
                                                          ------------   ------------
Cash Flows from Investing Activities
------------------------------------
 Acquisition of property & equipment                          (15,892)        (3,323)
 Acquisition of intangible assets                             (30,000)       (85,000)
 Proceeds received from Notes Receivable                            -          1,539
                                                          ------------   ------------
Net Cash Provided (Used) by Investing Activities              (45,892)       (86,784)
                                                          ------------   ------------
Cash Flows from Financing Activities
------------------------------------
 Proceeds from issuance of common stock                       462,500      1,499,996
 Proceeds from convertible debenture                                -        200,000
 Proceeds from line of credit                                       -         20,000
 Payments make on related party notes                               -        (23,906)
 Payments made on line of credit                               (5,515)             -
                                                          ------------   ------------
Net Cash Provided (Used) by Financing Activities              456,985      1,696,090
                                                          ------------   ------------

Net Increase (Decrease) in Cash and Cash Equivalents         (763,135)       974,658

Cash and Cash Equivalents at Beginning of Period              974,658              -
                                                          ------------   ------------
Cash and Cash Equivalents at End of Period                $   211,523    $   974,658
                                                          ============   ============
Cash Paid for:
--------------
 Interest                                                 $    10,358    $     8,119
 Income taxes                                             $         -    $         -

Non-cash financing activities
-----------------------------
 Common stock issued for services                              67,000         63,477
 Common stock issued for isleCORE assets                       40,000              -

</Table>
 The accompanying notes are an integral part of these financial statements
                                     7

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

NOTE 1 - CORPORATE HISTORY
--------------------------
Trycera Financial, Inc., (the "Company") was incorporated in Nevada on May
10, 2000, under the name Whitelight Technologies, Inc., for the purpose of
seeking and consummating a merger or acquisition with a business entity
organized as a private corporation, partnership, or sole proprietorship.
On July 16, 2004, the Company filed a certificate of amendment with the
state of Nevada changing the name to Trycera Financial Inc.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------
A.   Basis of Accounting
     -------------------
     The Company uses the accrual method of accounting.

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

     Within the Company's business, there are three key 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





                                     8



                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

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















                                     9



                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

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

     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




                                     10


                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

B.   Revenue Recognition (continued)
     -------------------------------
     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, 2005, the Company generated, $546,181 in total revenue,
     $271,954 through stored value income, $145,767 through call center
     income, $101,151 through direct mail income and $27,309 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.

D.   Property and Equipment
     ----------------------
     Property and equipment as of December 31, 2005 and 2004 consists of
     the following and are recorded at cost:

<Table>
<Caption>
                                                     2005          2004
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Furniture & fixtures                        $      9,000  $          -
     Computer equipment                                14,984         8,917
                                                 ------------  ------------
     Total fixed assets                                23,984         8,917
     Accumulated depreciation                        (11,220)         (310)
                                                 ------------  ------------
     Net computer equipment                      $     12,764  $      8,607
                                                 ============  ============
</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:





                                     11

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

D.   Property and Equipment (continued)
     ----------------------------------
     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 $11,220 and $310 for the years
     ended December 31 2005 and 2004, 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
     1,704,167 and 452,500 have not been considered in the fully diluted
     earnings per share calculation in 2005 and 2004, due to the
     antidlutive effect.

<Table>
<Caption>
                                                    For the Years Ended
                                                         December 31,
                                                     2005          2004
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Basic Earnings per share:
       Income (Loss) (numerator)                 $(1,537,037)  $  (858,632)
       Shares (denominator)                         6,412,499     3,727,866
                                                 ------------  ------------
       Loss Per Share                            $     (0.24)  $     (0.23)
                                                 ============  ============
</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.





                                     12

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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, 2005 and 2004.
<Table>
<Caption>
                                                     2005          2004
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Insurance                                   $     53,731  $     15,607
     Rent                                              82,221        20,372
     Travel & Entertainment                            36,475        18,354
     Sales & Marketing                                 61,483        84,480
     Technology Costs                                  21,278        35,722
     General & Administrative                          62,511        77,138
     Bad Debt Expense                                   1,999             -
                                                 ------------  ------------
     Total SG&A                                  $    319,698  $    251,673
                                                 ============  ============
</Table>

J.   Prepaid Expenses and other Current Assets
     -----------------------------------------
     Prepaid expenses and other current assets included the following for
     the years ended December 31, 2005 and 2004.
<Table>
<Caption>
                                                     2005          2004
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Prepaid expenses                            $     17,315  $     13,304
     Employee prepaid card advances                     3,107             -
     Customer funds clearing                           22,364         1,265
                                                 ------------  ------------
     Total Prepaid & Other                       $     42,786  $     14,569
                                                 ============  ============
</Table>



                                     13

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

K.   Accrued Expenses
     ----------------
     Accrued expenses included the following for the years ended December
     31, 2005 and 2004.
<Table>
<Caption>
                                                     2005          2004
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Compensated absences                        $     21,568  $      8,782
     Accrued liabilities                               13,482             -
     Portfolio reserves                                10,000             -
     Acceptance funds reserves                          1,777         2,415
                                                 ------------  ------------
                                                 $     46,827  $     11,197
                                                 ============  ============
</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, $14,485 had been drawn
     against the line of credit with repayment terms adjusting 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, 2005, the Company had no significant
     concentrations of receivables by any single organization that would
     constitute a credit risk.




                                     14

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

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.

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.










                                     15

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

In December 2004, the FASB issued SFAS No. 153, "EXCHANGES OF NONMONETARY
ASSETS AN AMENDMENT OF APB OPINION NO. 29", based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged. The guidance in that opinion, however, included
certain exceptions to that principle. This statement amends Opinion 29 to
eliminate the exception for nonmonetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. This statement is
effective during fiscal periods beginning after June 15, 2005.The adoption
of SFAS 153 is not expected to have a material impact on the Company's
financial statements.

In December 2004, the FASB issued SFAS No. 152, "ACCOUNTING FOR REAL ESTATE
TIME-SHARING TRANSACTIONS AN AMENDMENT OF FASB STATEMENTS NO. 66 AND 67",
to reference the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of
Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing
Transactions". This Statement also amends FASB Statement No. 67,
"ACCOUNTING FOR COSTS AND INITIAL RENTAL OPERATIONS OF REAL ESTATE
PROJECTS", to state that the guidance for (a) incidental operations and (b)
costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. The accounting for those operations and costs is
subject to the guidance in SOP 04-2. This statement is effective during
fiscal years beginning after June 15, 2005. The adoption of SFAS 152 is not
expected to have a material impact on the Company's financial statements.

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

                                     16

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

In December 2004, the FASB issued SFAS No. 123(R), "SHARE-BASED PAYMENT".
This Statement revises SFAS No. 123, "ACCOUNTING FOR STOCK-BASED
COMPENSATION" and supersedes APB Opinion No. 25, "ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES" SFAS No. 123(R) focuses primarily on the accounting
for transactions in which an entity obtains employee services in
share-based payment transactions. SFAS No. 123(R) requires companies to
recognize in the statement of operations the cost of employee services
received in exchange for awards of equity instruments based on the
grant-date fair value of those awards. This Statement is effective as of
the first reporting period that begins after June 15, 2005. The Company has
evaluated the provisions of SFAS 123(R) and determined that the share based
employee compensation programs are a valuable instrument in retaining and
rewarding employees and as a result, the Company will appropriately expense
the costs of administering share based compensation programs as required by
SFAS 123(R).

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 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.




                                     17

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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, 2005 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 2005 and 2004, respectively was $112,280 and $14,583.
The amortization period for the intangible assets is 3 y ears and the
accumulated amortization and intangible asset values are set forth as
follows:

<Table>
<Caption>
                    Year    Accumulated Amortization   Asset Value
                    ------- ------------------------   -----------
                    <S>     <C>                        <C>
                    2005                $   100,000     $  75,644
                    2004                $     8,333     $ 109,418
</Table>

In accordance with Financial Accounting Standards Board Statement No. 144,
the Company records impairment of long-lived assets to be held and used or
to be disposed of when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less
than the carrying amount. At December 31, 2004, the value of the software
acquired through the Signature Credit Corp agreement was decreased by
$60,000 following an impairment test conducted by management.

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

During 2001, the Company loaned $1,200 to a corporation whose president is
a shareholder of the Company.  The receivable was unsecured and bore
interest at the rate of 10% per annum.  The note receivable was due on
demand.  As of March 31, 2004, the total accrued interest receivable amount
totaled $390.  On May 19, 2004, the Company received a total of $1,590 in
full satisfaction of the principal and interest of the related party note.

On May 10, 2004, the Company entered into a contract with Cygni Capital,
LLC ("Cygni") to provide management and consultation services.  The
contract became effective May 15, 2004, and 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.  At December 31, 2005 the total amount paid to Ecewa
Capital, LLC amounted to $60,000.

                                     18

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

NOTE 6 - NOTE PAYABLE RELATED PARTY
-----------------------------------
The Company had issued several promissory notes to various corporations
whose officers and/or directors are shareholders of the Company.  The notes
were unsecured, bore an interest rate of 10% per annum and were associated
with the various notes was zero. On May 19, 2004, the Company paid a total
of $23,906 in satisfaction of all related party notes.  As a result, the
Company eliminated the corresponding liability since the debt was
extinguished.  In this case, the Company paid the creditor and relieved its
obligation for the liability.  The creditor was delivered cash, and the
accrued interest of $7,705 was forgiven by the note holders.  In accordance
with APB 26, paragraph 20, footnote 1, this has been treated as a capital
transaction and the amount has been charged against additional
paid-in-capital.

NOTE 7   INCOME TAXES (restated)
--------------------------------
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 $2,447,343 as of December 31, 2005 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, 2005 and
2004 are as follows:

<Table>
<Caption>
                                             2005           2004
                                        ------------   ------------
     <S>                                <C>            <C>
Deferred tax asset:
     Net operating loss carryforward    $   832,097    $   312,326
     Valuation allowance                   (832,097)      (312,326)
                                        ------------   ------------
                                        $         -    $         -
                                        ============   ============

The components of income tax expense are as follows:
                                             2005           2004
                                        ------------   ------------
     Current Federal Tax                $          -    $         -
     Current State Tax                             -              -
     Change in NOL benefit                 (519,771)      (294,757)
     Change in allowance                    519,771        294,757
                                        ------------   ------------
                                        $         -    $         -
                                        ============   ============
</Table>


                                     19

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

NOTE 7   INCOME TAXES (restated) (continued)
--------------------------------------------

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
</Table>

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

     On May 24, 2004, the Company entered into a lease agreement to lease
office space at 170 Newport Center Drive, Suite 210, Newport Beach,
California, 92660. The company pays $3,695 per month for a 1,478 square
foot office, for the period ended December 31, 2005.

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

     On June 14, 2005, the Company entered into a sublease agreement to
lease office space at 1132 Bishop Street, 18th Floor, Honolulu, Hawaii,
96813. The company pays $2,832 per month for a 1,400 square foot office,
for the period ended December 31, 2005.  The sublease expires October 1,
2005 and the Company intends to relocate facilities.

<Table>
<Caption>
Total Lease Commitments                             December 31,
                                        Year             2005
                                     ----------     -------------
                                     <S>            <C>
                                           2006     $      85,005
                                           2007            45,555
                                           2008                 -
                                           2009                 -
                                           2010                 -
                                     Thereafter                 -
                                                    -------------
                                          Total     $     130,560
                                                    =============
</Table>

Rent Expense for the period ended December 31, 2005 and the year ended
December 31, 2005 was $82,221 and 20,372, respectively.



                                     20

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

NOTE 9 - STOCKHOLDERS' EQUITY
-----------------------------
On November 2, 2004, the Company issued 150,000 shares of common stock at a
price of $.75 per share, for the acquisition of all of the fixed assets,
rights under leases of equipment and all rights related to the business of
Signature Credit Corporation ("SCC"). According, common stock and
additional paid-in capital have been charged $150 and $112,350.

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

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

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

During the year ended December 31, 2004, the Company issued an aggregate
2,000,000 shares of common stock pursuant to the private offering.
Accordingly, common stock and additional paid in capital have been charged
$2,000 and $1,497,995, respectively.

During the quarter ended June 30, 2004, the Company issued a total of
3,300,000 shares of common stock to several individuals for services
rendered on behalf of the Company.  Accordingly, common stock and
additional paid in capital have been charged $3,300 and $29,700,
respectively.

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

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.




                                     21


                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

NOTE 9   STOCKHOLDERS' EQUITY (continued)
-----------------------------------------
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 $67 and $66,933, respectively.

On September 14, 2005, the board of directors authorized to undertake a
non-public offering of 2,000,000 shares of common stock at $1.00 per share
to be sold pursuant to Rule 506 of Regulation D promulgated by the
Securities and Exchange Commission.  The private offering terminated
December 31, 2005.

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 $462,037 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,
2005 and 2004:

<Table>
<Caption>
                                                            2004 Stock Plan
                                                 --------------------------
                                                                 Weighted
                                                                  Average
                                                   Amount of     Exercise
                                                     Shares       Price
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Outstanding at January 1, 2004                     -             -
     Options Granted                               2,640,000   $       .56
     Options Exercised                                  -             -
     Options Canceled                                (18,750)         -
                                                 ------------  ------------
     Options Outstanding at December 31, 2004      2,621,250   $       .56
                                                 ============  ============
     Options Exercisable at December 31, 2004         452,500  $       .24
                                                 ============  ============
</Table>



                                     22

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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, 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>

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, $139,871 was
recognized for the year ended December 31, 2005.  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:

<Table>
<Caption>
                                                     2005          2004
                                                 ------------  ------------
     <S>                                         <C>           <C>
     Five Year Risk Free Interest Rate                  4.15%         4.00%
     Dividend Yield                                        0%            0%
     Volatility                                           60%         .001%
     Average Expected Term (Years to Exercise)              5             5
</Table>

Management would like to confirm an intention to use an appropriate
volatility in the future, which is likely to be higher than the historical
basis.   Employee stock options outstanding and exercisable under this plan
as of December 31, 2005 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- $.85        2,196,250  $       .53           3.5     1,496,250   $       .40
   $0.75              425,000  $       .61           3.5       154,167   $       .61
   $0.75              135,000  $       .75           4.5        37,500   $       .61
   $1.00              314,000  $      1.00           4.5        16,250   $       .81
</Table>


                                     23

                          Trycera Financial, Inc.
                     Notes to the Financial Statements
                             December 31, 2005

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

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

NOTE 11 - CONVERTIBLE DEBENTURE   Related Party
-----------------------------------------------
On May 12, 2004, the Company issued a convertible debenture note to a
corporation that is a shareholder of the Company.  The unsecured note
bearing an interest rate of 10% per annum and was due and payable on
November 12, 2004.  The note was convertible into common stock at a rate of
$0.75 per share conversion. On December 31, 2004, the Company issued
282,302 shares of common stock in full satisfaction of the note and the
accrued interest in the amount of $211,726.




                                     24