UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2013~~2014

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

For the transition period from ________ to __________

Commission File Number: 000-30872

Trycera Financial, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	33-0910363
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

18100 Von Karman Ave, Suite 850, Irvine, California	92612
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number, including area code: (949) 705-4480.

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 $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes o No x (2) Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K. x

Table of Contents

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

Large Accelerated Filer o Accelerated Filer o ~~Non-accelerated Filer o Smaller reporting company x~~

Non-accelerated Filer o Smaller reporting company x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $213,~~537~~353,~~617~~460, computed by reference to the average bid and asked price of the Common Stock as of the last business day of the registrant’s fiscal year oron December 31, ~~2013~~2014.

At ~~May~~June 131, 2015, there were 15,842,673 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents

PART I		5
ITEM 1.	BUSINESS	5
ITEM 1A.	RISK FACTORS	10
ITEM 1B.	UNRESOLVED STAFF COMMENTS	10
ITEM 2.	PROPERTIES	10
ITEM 3.	LEGAL PROCEEDINGS	11
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	11
PART II		12
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
ITEM 6.	SELECTED FINANCIAL DATA	13
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1413
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1917
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	1917
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1917
ITEM 9A.	CONTROLS AND PROCEDURES	1917
ITEM 9A(T).	CONTROLS AND PROCEDURES	1918
ITEM 9B.	OTHER INFORMATION	2018
PART III		2119
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2119
ITEM 11.	EXECUTIVE COMPENSATION	2220
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	2523
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	2624
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	2725
PART IV		2826
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	2826

Table of Contents

Forward Looking Statements

The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning our search for an operating company, possible or assumed future operations, business strategies, need for financing, competitive position, potential growth opportunities, ability to retain and recruit personnel, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “will,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to, changes in regulation of shell or blank check companies; the general economic downturn; a further downturn in the securities markets; our ability to raised needed operating funds and continue as a going concern; and other risks and uncertainties. Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those expected. We disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

There may also be other risks and uncertainties that we are unable to identify and/or predict at this time or that we do not now expect to have a material adverse impact on our business.

Introductory Comment

Throughout this Annual Report on Form 10-K, unless otherwise designated, the terms “we,” “us,” “our,” “the Company,” “our Company,” and “Trycera” refer to Trycera Financial, Inc., a Nevada corporation.

Table of Contents

PART I

ITEM 1. BUSINESS

Overview and Development Since the Beginning of 2009

From 2004 until 2008 the Company was in the business of developing, deploying and marketing semi-custom and customized branded prepaid and prepaid card solutions. Due to continued losses from operations during 2009, the Company began winding down its principal business operations and commenced a search for a new business venture. At that time, the Company had no material assets or significant liabilities. Former board members and management were unsuccessful in securing a new business venture for the Company and on January 22, 2009, transferred control of the Company to Ronald N. Vance, former company counsel, to seek for and, if possible, locate a suitable operating business venture willing to take control of the Company. On February 6, 2009, Mr. Vance appointed Ray Smith as the Company’s President/CEO and was tasked to restructure the Company and implement a new working business model.

On August 12, 2009, the Company changed its status from shell Company to operating Company. Pursuant to business operations established in the second quarter of 2012, the Company began operations. The core focus of the restarted operations was to market a prepaid card product coupled with a payment reporting system and a suite of financial products and services. As a result, the Company didn’t plan on reinstating its previous program management status, and intended to rely on third party processors, program managers and banks to coordinate, issue and manage prepaid card portfolios on behalf of the Company. The Company focused on the marketing of network branded third party card programs that could adopt the Company’s payment reporting platform within their technical infrastructure. By leveraging existing card platforms and portfolios, we intended to aggregate more payment reporting customers. The Company worked on developing and integrating a sophisticated money management and educational portfolio to better assist consumers in navigating the financial system here in the United States. The targeted focus of the Company has always been to partner with businesses such as mortgage companies and auto dealerships that currently have real-time credit turndowns. These customers are prime candidates for the Company’s products and services. Utilizing the relationships established over the years, the Company continues to feel it can generate organic revenues which will in turn help to attract investment dollars so that management can properly run the Company.

All ~~during~~throughout ~~2013~~2014, ~~primary~~the ~~operational~~Company ~~efforts~~ continued to befocus ~~reprioritized~~its ~~and~~primary ~~refocused~~operational efforts on ~~finalizing~~ the technical infrastructure ~~for~~and abuild ~~planned~~out ~~rollout~~ of the ~~Company’s~~Live ~~products~~Agent auto dealer kiosk program in addition to rebranding its financial and credit services product line. These efforts ~~continued~~saw tolimited beforward ~~delayed~~progress due to ~~the~~ setbacks which occurred from the failed delivery of committed investments from several groups. The lack of working capital and limited resources caused delays in progress.

~~The~~Despite the constant delays, the Company ~~was~~continued ~~awarded~~to amake ~~$1.2~~progress ~~million~~on ~~judgment~~the ~~against~~completion ~~GrupoMex~~of ~~Holdings,~~the ~~LLC~~technical ~~and~~build ~~Leticia~~out ~~Castro~~of ~~who~~the ~~committed~~newly tobranded ~~invest~~product ~~$2.5~~line ~~million~~and had limited success in ~~August~~its ~~2010~~beta testing. The Company ~~has~~continued ~~recently~~working ~~discovered~~closely anwith ~~FBI~~existing ~~investigation~~vendors ~~revealed~~along ~~this~~with ~~group~~new potential partners and ~~its~~associations ~~officers~~in ~~have~~efforts ~~been~~to ~~indicted~~get byresults from enrolling real consumers into the UCompany’s program.S. Key ~~Department~~management ofpersonnel ~~Justice~~have ~~and~~continued ~~believed~~their efforts to beenter ~~running~~into anew ~~fraudulent~~distribution, ~~investment~~strategic ~~scheme;~~partnerships ~~therefore~~and operating agreements in support of the ~~Company~~money ~~believes~~management weand ~~will~~credit ~~never~~management ~~recoup~~business ~~any~~that ~~monies~~is ~~from~~now ~~this~~the ~~judgment~~backbone of the Company’s product line.

~~Despite~~In continuing with the ~~constant~~direction ~~delays~~outlined throughout the previous 4 years, the Company continued to ~~make~~focus ~~progress~~ on developing marketing partnerships to facilitate the ~~completion~~distribution of ~~the~~its ~~technical~~Live ~~build~~Agent ~~out,~~auto ~~customer~~dealer ~~tracking,~~kiosks and ~~fulfillment~~also ~~process~~various ~~associated~~channels ~~with~~to provide the Company’s ~~product~~consumer ~~line~~financial and ~~delivery~~credit ~~system. The~~products, ~~Company~~all ~~continued~~of ~~working~~which ~~closely~~are ~~with~~designed ~~existing~~to ~~vendors~~assist ~~along~~consumers ~~with~~in ~~new~~managing ~~partners~~individual ~~and~~personal ~~associations~~finances, inincluding ~~efforts~~spending, tobudgeting, ~~complete~~wealth ~~the~~planning ~~necessary~~and ~~steps~~credit soawareness. During the ~~Company~~fourth ~~can~~quarter ~~actively market its suite~~ of ~~products~~2014, ~~and~~the ~~services~~Company todesigned ~~consumers. Key~~a ~~management~~new ~~personnel~~brand ~~have~~for ~~continued~~its ~~entering~~product ~~into new distribution~~line, ~~strategic~~which ~~partnerships~~it ~~and~~now ~~operating~~calls ~~agreements~~“Successful inHabits ~~support~~ of ~~the~~The ~~money~~Rich!™”. This ~~management~~product ~~and~~line ~~credit~~includes ~~management~~three ~~business~~(3) ~~that~~separate isproducts ~~now~~we ~~the~~call ~~backbone~~RichMoney™, ofRichCredit™, ~~the~~and ~~Company’s product line~~RichWealth™.

InThe ~~continuing~~purpose ~~with~~of the ~~direction~~rebranding ~~outlined~~was ~~throughout~~to ~~2010,~~make ~~2011 and 2012,~~ the Company’s ~~continued~~product toline ~~focus~~more onattractive ~~developing marketing partnerships to facilitate the distribution of its personal financial services, payment reporting services~~ and amore ~~prepaid~~stream ~~debit~~lined ~~card,~~for ~~all~~consumers ~~of which are designed~~ to ~~assist~~utilize ~~consumers in managing individual personal finances, including spending, budgeting, wealth planning~~ and ~~credit awareness~~understand. ~~During~~The ~~the fourth quarter of 2013, the~~ Company worked on ~~developing~~converting aall ~~more~~previously ~~efficient~~developed ~~way~~components ofinto ~~connecting~~one ~~credit~~(1) ~~turndown~~online ~~consumers~~web toportal ~~the~~which ~~Company. In~~consumers ~~working~~will ~~through~~more ~~these~~easily ~~challenges,~~be ~~the~~able ~~Company~~to ~~created~~access aand ~~Live~~utilize. This ~~Agent~~was ~~auto~~also ~~dealer~~a ~~kiosk~~requirement ~~which~~for ~~would~~the ~~allow~~product aline ~~credit turndown~~ to ~~initiate~~be ~~and~~efficiently ~~complete~~incorporated ainto ~~live~~the ~~video conference and consultation with a Company specialist~~kiosks. This business model is currently being developed and beta tested and is expected to take significant time and resources to complete and launch.

Table of Contents

The Company believes ~~that~~ its current direction and strategy will be able to offer more a saleable, predictable, efficient customer acquisition model. ItWe ~~should~~believe it will also provide ~~our~~a ~~customers~~more ~~and~~attractive revenue generating solution to strategic distribution partners and give them more of an incentive to team up with the Company. The flexibility of working with a wide reaching portfolio program ~~and~~should ~~will~~ better align interested consumers with our suite of financial tools and education. This product line has been designed specifically to lay the groundwork for the consumers so that at a future date, the Company can offer them additional financial based products and services.

The Company’s robust system, unlike most systems out there, focuses on three areas: Money Management (RichMoney™), Credit Management (RichCredit™), and Wealth Management (RichWealth™). All three of these areas are closely connected and by focusing on all three, it is believed the consumer has a greater chance of reaching ~~his~~their ~~or her~~ financial goals in life.

The credit scoring system in the USA, commonly known as the FICO Score, focuses heavily on consumer’s on-time payments. One missed payment seriously affects the consumer’s FICO scores which lowers their ability to obtain loans. There is a lack of knowledge on how to properly put an effective budget together so to properly manage one’s cash and this gives little hope for a consumer to plan for his or her retirement.

Recent Developments

In further support of continued operations, the company made a number of material changes to its operations throughout the ~~2013~~2014 fiscal year, including:

OnIn ~~October~~2014 ~~22,~~pursuant ~~2013, the Company entered into a six month consulting agreement with a private firm~~ to ~~assist~~employment ~~the~~agreements ~~Company in~~ the ~~areas of investor relations, financial relations, and various market awareness programs. The main focus overall is to increase the~~ Company’s ~~presence in the financial communities to more easily raise the required capital to properly run the Company. Under the Consulting Agreement, the Consultant was~~ issued ~~five thousand (5~~31,~~000)~~200 shares ~~of common stock restricted under Rule 144 valued at $14~~.~~40 per share.~~

On ~~October~~January 1510, ~~2013~~2014, the Company ~~filed~~entered into a ~~complaint against~~ two ~~former~~(2) ~~employees,~~year ~~Michael~~consulting ~~Nathans~~agreement ~~and~~with ~~Kevin Goldstein~~CrosspointNW, inLLC ~~Orange~~for ~~County~~the ~~Superior~~purpose ~~Court, case number 30-2013-00681235-CU-BC-CJC. The complaint consists~~ of ~~Breaches~~assisting ~~of Contract, Civil Conspiracy-Fraud, Breach of~~ the ~~Implied~~Company ~~Covenant of Good Faith and Fair Dealing, Interference~~ with ~~Economic~~the ~~Advantage,~~deployment ~~Unjust~~its ~~Enrichment/Restitution~~LIVE ~~and~~Agent ~~Breach~~Auto ofDealer ~~Fiduciary~~Kiosks ~~Duty~~in ~~committed~~up ~~by both parties. The total general and special financial damages are~~ to be150 ~~determined~~auto atdealerships. As ~~the~~consideration ~~time~~for ofsuch ~~trial. Also~~services, the Company iswill ~~seeking~~pay anConsultant ~~Injunction~~Twenty-Five toDollars ~~restrain~~($25) ~~future~~per ~~conduct~~customer ~~and~~who ~~reimbursement~~enrolls ofinto ~~all~~the ~~reasonable~~Company’s ~~attorney~~financial ~~fees~~services ~~for~~program ~~the~~thru ~~cost~~a ~~of the suit~~kiosk.

On ~~October~~January 824, ~~2013~~2014, the Company ~~filed~~entered into a ~~Form~~two-year D10% note with ~~the~~a ~~Securities~~private ~~and~~party, ~~Exchange~~totaling ~~Commission notifying the public of an anticipated convertible debt offering in the amount of~~ $~~5 Million. The notes would be for 2 years and the minimum subscription is $50~~7,~~000~~500. ~~To date, no money has been raised under this offering.~~

On ~~July~~February 216, ~~2013~~2014, the Company entered into new Debt Settlement Agreements (the Agreements) with Sagosa Capital, Ecewa Capital, Curo Capital, Hang Dang, and Luan Dang (the Creditor Parties), which where all former parties related to the Company and had expired Settlement Agreements with the Company whereby the Creditor Parties were seeking repayment of outstanding accruals, and accounts and notes payable. Under the Agreements reached with the above named parties, the Company paid seven thousand five hundred dollars ($7,500) as a ~~nonrefundable deposit and agreed to make twenty four (24) additional payments of five thousand nine hundred thirty~~two-~~seven~~year ~~dollars~~8% ~~and~~promissory ~~fifty~~note ~~cents~~with ~~($5,937.50). These additional payments were to begin once the Company secured~~ a ~~minimum~~private investment of two hundred fifty thousand dollars within ninety days of the executed settlement agreements. The Creditor Parties listed above had the right to rescind the newly executed Settlement Agreements if the Company failed to begin the payments within ninety days. To dateparty, ~~they~~totaling ~~have not rescinded. The Company is still seeking the~~ $~~250~~30,000 ~~investment~~. ~~In addition to the cash payments, the Parties were granted ten year Warrants for a total of five thousand (5,000) shares at an exercise price of ten dollars.~~

On ~~July~~February 118, ~~2013~~2014, the Company ~~entered~~filed ~~into~~Form aDEF ~~subscription~~14C ~~agreement~~ with the Securities and Exchange Commission notifying them of the Company’s intent to complete a ~~private~~Stock-Reverse ~~individual~~at ~~for~~a ~~ten~~ratio ~~thousand~~of ~~dollars~~1:1,000. In addition, the Company intends to reduce its Authorized Shares from two billion (~~$10~~2,000,000,000) into ~~exchange for~~ five hundred million (500,000,000), ~~shares~~and reduce the number of ~~common~~Authorized ~~stock~~Shares ~~Restricted~~in ~~under~~its ~~Rule~~2004 ~~144~~Stock ~~valued~~Option/Stock atIssuance ~~$20~~Plan ~~per~~from ~~share~~two hundred fifty million (250,000,000) to fifty million (50,000,000).

On ~~August~~February 520, ~~2013~~2014, the Company ~~entered~~retained ~~into~~Kline aLaw ~~subscription~~Group, ~~agreement~~PC ~~with~~to arepresent ~~consultant~~the ~~for~~Company ~~ten~~in ~~thousand~~all ~~dollars~~matters ~~($10,000)~~relating into ~~exchange~~the ~~for~~US ~~one~~Securities ~~thousand~~and (1Exchange Commission,~~000)~~ ~~shares~~including ofbut ~~common~~not ~~stock~~limited ~~Restricted~~to, ~~under~~reviewing ~~Rule~~and ~~144~~preparing ~~valued~~Company atfilings, ~~$10~~press ~~per~~releases, ~~share~~disclosures, etc.

On February 24, 2014, the Company assigned debt totaling $14,000, to a private individual, in exchange for a two- year promissory note with an 8% simple interest rate.

On March 15, 2014, the Company assigned two (2) debt items, respectively $5,361 and $4,598 to a private individual, in exchange for a two-year 8% promissory note.

On April 1, 2014, the Company entered into a two-year 10% note with a private party, totaling $15,000.

Table of Contents

On ~~June~~July 2711, ~~2013~~2014, the ~~Board~~Company ofentered ~~Directors,~~into ~~approved~~a ~~employment contracts for Lisa Bilyeu, Carl Giese, and Steve Rowe. Each of these full~~two-~~time~~year ~~employment~~10% ~~agreements~~note iswith ~~effective June 27, 2013, and is for~~ a ~~term~~private ~~of three years. Each is renewable in yearly increments unless terminated prior to expiration of a term. Under the agreements~~party, ~~Mr.~~totaling Giese is employed as Vice President Credit Services, Mr. Rowe is employed as Vice President of Operations, and Ms. Bilyeu is employed as Administrative Assistant. The base salary for each Messrs. Giese and Rowe is $~~180~~8,000 ~~per year, payable in monthly increments of $15,000~~. The base salary for Ms. Bilyeu is $48,000 per year, payable in monthly increments of $4,000. As a signing bonus for entering into the agreements, Messrs. Giese and Rowe each received 9,000 shares and will each be issued 2,000 shares per quarter for eight (8) quarters. Ms. Bilyeu received 3,600 shares and will be issued 800 shares per quarter for eight (8) quarters. The employees are also eligible for performance bonuses and to participate in the Company’s stock option plan. Each is also entitled to participate in employee benefit plans, including health and retirement plans created hereafter.

On ~~June~~July 2528, ~~2013~~2014, the Company entered into a ~~one~~ two-year ~~consulting~~10% ~~agreement~~note with ~~Heather~~a ~~Bilyeu~~private ~~for the purpose of assisting the Company market its products to various real estate agents~~party, ~~mortgage~~totaling brokers and real estate investment organizations. As full compensation and consideration for Consultant’s services under the agreement, the Company issued the Consultant two thousand five hundred (2,500) shares of common stock restricted under Rule 144 valued at $73,300.~~60 per share.~~

On ~~June~~November 211, ~~2013~~2014, the Company entered into a ~~three~~ two-year ~~consulting~~10% ~~agreement~~note with Norman Hardy for the purpose of assisting the Company market its products to various real estate agents, mortgage brokers and real estate investment organizations. As consideration for Consultant’s services under the agreement, the Company issued a ~~stock~~private ~~incentive grant consisting of five thousand (5~~party,~~000)~~ ~~shares~~totaling ~~of common stock restricted under Rule 144 valued at~~ $750,000.~~60 per share.~~

~~Throughout~~On ~~all~~December ~~four~~26, ~~quarters of 2013~~2014, the Company ~~continued to negotiate with potential new vendors, key vendors~~ and ~~prior~~all ~~service~~related ~~providers. Key~~parties ~~management~~agreed ~~personnel~~unanimously ~~have accrued wages and continue~~ to ~~accrue~~cancel ~~wages~~the ~~and~~Amendments ~~accept partial payments for services~~ to ~~date. It~~the isEmployment ~~anticipated~~Agreements ~~that key management personnel~~ and ~~key~~Consulting ~~vendors~~Agreements ~~and~~previously ~~prior~~reported ~~service~~to ~~providers shall~~ be ~~reimbursed~~amended ~~accordingly~~on ~~once~~January ~~additional~~31, ~~working~~2014, ~~capital~~due isto ~~obtained. A substantial backlog of liabilities remains on~~ the ~~records~~inability of the Company, ~~but~~to ~~management~~complete ~~remains confident those liabilities will be addressed in~~ the ~~coming~~Stock ~~quarters~~Reverse Split. ~~The~~All ~~largest~~parties ~~outstanding~~agreed ~~liabilities~~to ~~were~~revert ~~the~~back ~~lapsed~~to ~~settlement~~the ~~agreements~~terms ~~with former directors Knitowski, Dang~~ and ~~their~~conditions ~~related~~of ~~parties, Dang, Ecewa, Curo and Sagoso. The Company negotiated with these parties in~~ the ~~third~~original ~~quarter. All~~agreements ~~parities~~ entered into ~~agreeable terms to a repayment plan for an amount less than the original debt~~.

~~During~~On ~~the~~December ~~fourth~~30, ~~quarter~~2014, ~~all primary operational efforts were prioritized and focused on entering into new operating agreements associated with~~ the ~~Live~~Company ~~Agent~~filed ~~Auto~~a ~~Dealer~~Provisional ~~Kiosk~~Patent ~~program. At~~designed ~~the~~to ~~start~~protect of the ~~fourth quarter, the~~ Company’s ~~focused~~proprietary ~~on research~~ and ~~developing~~unique ~~the~~processes ~~proper~~and ~~vendors~~systems ~~needed~~used to ~~create~~build ~~and~~a ~~deploy~~consumer’s ~~these~~credit ~~revolutionary~~file and ~~potential~~manage ~~industry~~their ~~disruptors~~finances.

~~The~~Throughout all four quarters of 2014, the Company ~~currently~~continued ~~remains~~to ~~insolvent~~negotiate ~~but~~with ispotential ~~seeking~~new ~~financing~~vendors, ~~from~~key ~~various~~vendors ~~sources~~and ~~from~~prior ~~which~~service ~~there~~providers. Key ismanagement nopersonnel ~~commitment~~have accrued wages and continue to ~~provide~~accrue uswages ~~with~~and ~~such~~accept ~~financing~~partial payments for services to date. ~~The~~It ~~Company~~is ~~believes~~anticipated that ~~material~~key ~~changes~~management topersonnel ~~the~~and ~~recent~~key ~~trends~~vendors inand ~~revenue~~prior ~~are~~service ~~expected~~providers ~~within~~shall ~~the~~be ~~next~~reimbursed 12accordingly toonce 18additional ~~months~~working capital is obtained. WeA dosubstantial ~~not~~backlog ~~currently~~of ~~have~~liabilities ~~sufficient~~remains ~~cash~~ on ~~hand~~the torecords ~~satisfy~~of ~~existing~~the ~~operating~~Company, ~~cash~~but ~~needs~~management orremains ~~working~~confident ~~capital~~those ~~requirements~~liabilities onwill abe ~~sustained~~addressed ~~basis~~in ~~and~~the coming quarters. The largest outstanding liabilities were the ~~President~~lapsed ~~and~~settlement ~~CEO~~agreements ~~has~~with ~~been~~former ~~seeking~~directors ~~short~~Knitowski, ~~term~~Dang ~~loans~~and ~~for~~their ~~the~~related parties, Dang, Ecewa, Curo and Sagoso. The Company negotiated with these parties in ~~order~~the tothird ~~fulfill~~quarter ~~certain~~of ~~obligations~~2013 ~~related~~and toagreed ~~audit~~upon a new payment plan, ~~employee~~but ~~retention~~the ~~and~~Company ~~operational~~is ~~functions~~currently in default.

In conjunction with continuing efforts to expand the operations, the Company’s CEO continued to spend considerable time beta testing and perfecting the newly branded product line and Live Agent auto dealer kiosk program. The ability of the Company to deploy these kiosks in high traffic locations which have a large amount of potential consumers for the Company should significantly reduce the cost of customer acquisition and allow the Company to generate organic revenues more quickly.

The Company currently remains insolvent but is seeking financing from various sources for which there is no commitment to provide us with such financing. The Company believes that material changes to the recent trends in revenue are expected within the next 6 to 12 months. We do not currently have sufficient cash on hand to satisfy existing operating cash needs or working capital requirements on a sustained basis and the President and CEO has been seeking short term loans for the Company in order to fulfill certain obligations related to audit, employee retention and operational functions.

Business of the Company

The Company operates in the money management, credit management and ~~credit~~wealth management industry. The Company intends to either seek an outside business venture or to raise funds to grow existing developmental operations. The Company anticipates that businesses for possible acquisition will be referred by various sources, including its officers and directors, shareholders, professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. The Company will not engage in any general solicitation or advertising for a business opportunity, and will rely on personal contacts of its officers and directors and their affiliates, as well as indirect associations between them and other business and professional people. By relying on “word of mouth,” the Company may be limited in the number of potential acquisitions it can identify. While it is not presently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions or reorganizations, such firms may be retained if management deems it in the best interest of the Company.

Table of Contents

The Company will not restrict its search to any particular business, industry, or geographical location and management may evaluate and enter into any type of business in any location. The Company may participate in a newly organized business venture or a more established company entering a new phase of growth or in need of additional capital to overcome existing financial problems. Participation in a new business venture entails greater risks since in many instances management of such a venture will not have proved its ability, the eventual market of such venture’s product or services will likely not be established, and the profitability of the venture will be unproved and cannot be predicted accurately. If the Company participates in a more established firm with existing financial problems, it may be subjected to risk because the financial resources of the Company may not be adequate to eliminate or reverse the circumstances leading to such financial problems.

In seeking a business venture, the decision of management will not be controlled by an attempt to take advantage of any anticipated or perceived appeal of a specific industry, management group, product, or industry, but will be based on the business objective of seeking long-term capital appreciation in the real value of the Company.

Table of Contents

In analyzing prospective businesses, management will consider, to the extent applicable, the following: the available technical, financial, and managerial resources, working capital and other prospects for the future, the nature of present and expected competition, the quality and experience of management services which may be available and the depth of that management, the potential for further research, development, or exploration, the potential for growth and expansion, the potential for profit, the perceived public recognition or acceptance of products, services, or trade or service marks, name identification and other relevant factors.

The decision to participate in a specific business may be based on management’s analysis of the quality of the other firm’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, and other factors which are difficult, if not impossible, to analyze through any objective criteria. It is anticipated that the results of operations of a specific firm may not necessarily be indicative of the potential for the future because of the requirement to substantially shift marketing approaches, expand significantly, change product emphasis, change or substantially augment management, and other factors.

The Company will analyze all available factors and make a determination based on a composite of available facts, without reliance on any single factor. The period within which the Company may participate in a business cannot be predicted and will depend on circumstances beyond the Company’s control, including the availability of businesses, the time required for the Company to complete its investigation and analysis of prospective businesses, the time required to prepare appropriate documents and agreements providing for the Company’s participation, and other circumstances.

Acquisition of an Outside Business

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, or other reorganization with another corporation or entity; joint venture; license; purchase and sale of assets; or purchase and sale of stock, the exact nature of which cannot now be predicted. The structure of the particular business acquisition will be approved by the Board of Directors and may not require the approval of the Company’s shareholders. Notwithstanding the above, the Company does not intend to participate in a business through the purchase of minority stock positions. Upon the consummation of a transaction, it is possible that the present management and shareholders of the Company will not be in control of the Company. In addition, it is anticipated that the current officers and directors would resign in favor of new management designated by the target company without a vote of the Company’s stockholders.

In the event the Company enters into an acquisition transaction with another entity, the Company will be required to report the transaction in a Current Report on Form 8-K within four business days following the execution of the agreement, and any amendment thereto, and within four business days following the closing of the transaction. In addition, since the Company is no longer a shell company, it will be required to file within four business days a Current Report on Form 8-K which includes the information that would be required if the Company were filing a general form for registration of securities on Form 10 reflecting the Company and its securities upon consummation of the transaction, including information on the new business and management of the Company after closing.

In connection with the Company’s acquisition of a business, the present shareholders of the Company, including current management, may, as a negotiated element of the acquisition, sell a portion or all of the Company’s Common Stock held by them at a significant premium over their original investment in the Company. It is not unusual for affiliates of the entity participating in the reorganization to negotiate to purchase shares held by the present shareholders in order to reduce the number of “restricted securities” held by persons no longer affiliated with the Company and thereby reduce the potential adverse impact on the public market in the Company’s Common Stock that could result from substantial sales of such shares after the restrictions no longer apply. As a result of such sales, affiliates of the entity participating in the business reorganization with the Company would acquire a higher percentage of equity ownership in the Company. Public investors will not receive any portion of the premium that may be paid in the foregoing circumstances. Furthermore, the Company’s shareholders may not be afforded an opportunity to approve or consent to any particular stock buy-out transaction.

Table of Contents

It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. Securities, including shares of the Company’s Common Stock, issued by the Company in such a transaction would be “restricted securities” as defined in Rule 144 promulgated by the Securities and Exchange Commission. Under amendments to Rule 144, these restricted securities could not be resold until the following conditions were met: the Company ceased to be a shell company; it remained subject to the Exchange Act reporting obligations; filed all required Exchange Act reports during the preceding 12 months; and at least one year had elapsed from the time the Company filed “Form 10 information” reflecting the fact that it had ceased to be a shell company. In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at specified times thereafter. Although the terms of such registration rights and the number of securities, if any, which may be registered cannot be predicted, it may be expected that registration of securities by the Company in these circumstances would entail substantial expense to the Company. The issuance of substantial additional securities and their potential sale into any trading market that may develop in the Company’s securities may have a depressive effect on such market.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to structure the acquisition as a so-called “tax-free” event under sections 351 or 368(a) of the Internal Revenue Code of 1986, (the “Code”). In order to obtain tax-free treatment under section 351 of the Code, it would be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company would retain less than 20% of the issued and outstanding shares of the surviving entity. Section 368(a) (1) of the Code provides for tax-free treatment of certain business reorganizations between corporate entities where one corporation is merged with or acquires the securities or assets of another corporation. Generally, the Company will be the acquiring corporation in such a business reorganization, and the tax-free status of the transaction will not depend on the issuance of any specific amount of the Company’s voting securities. It is not uncommon, however, that as a negotiated element of a transaction completed in reliance on section 368, the acquiring corporation issue securities in such an amount that the shareholders of the acquired corporation will hold 50% or more of the voting stock of the surviving entity. Consequently, there is a substantial possibility that the shareholders of the Company immediately prior to the transaction would retain substantially less than 50% of the issued and outstanding shares of the surviving entity. It is anticipated that these shareholders would in fact retain less than 5% control of the Company after a reverse acquisition.

Therefore, regardless of the form of the business acquisition, it may be anticipated that stockholders immediately prior to the transaction will experience a significant reduction in their percentage of ownership in the Company.

Notwithstanding the fact that the Company is technically the acquiring entity in the foregoing circumstances, generally accepted accounting principles will ordinarily require that such transaction be accounted for as if the Company had been acquired by the other entity owning the business and, therefore, will not permit a write-up in the carrying value of the assets of the other company.

The manner in which the Company participates in a business will depend on the nature of the business, the respective needs and desires of the Company and other parties, the management of the business, and the relative negotiating strength of the Company and such other management.

The Company will participate in a business only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to such closing, will outline the manner of bearing costs if the transaction is not closed, will set forth remedies on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The Company’s operation following internal generation of a business model or its acquisition of a business will be dependent on the nature of the business and the interest acquired. If an outside business is acquired, it is unlikely that current shareholders would be in control of the Company or that present management would be in control of the Company following the acquisition. It may be expected that the business will present various risks, which cannot be predicted at the present time.

Table of Contents

Governmental Regulation

It is impossible to predict the government regulation, if any, to which the Company may be subject until it has acquired an interest in a business. The use of assets and/or conduct of businesses that the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business in which to acquire an interest, management will endeavor to ascertain, to the extent of the limited resources of the Company, the effects of such government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation. The inability to ascertain the effect of government regulation on a prospective business activity will make the acquisition of an interest in such business a higher risk.

Competition

We function in a highly competitive and fragmented marketplace which we expect to become increasingly competitive in the future. In addition to the broad list of competitors described below there always remains the prospect of developing markets and new entrants that are unexpected and unforeseen given the changing competitive prepaid landscape.

We compete against a broad range of well-funded and financially stable credit bureaus, credit reporting agencies, banks, financial institutions and credit repair companies. Many of these companies can also leverage their extensive customer bases and implement pricing policies that dissuade smaller companies from directly competing. In turn these larger companies may garner improved market share and may leverage economies unattainable by us.

We recognize that we will be involved in intense competition with other business entities, many of which will have a competitive edge over us by virtue of their stronger financial resources, name recognition and prior experience in business. There is no assurance that the Company will be successful in obtaining suitable investments to compete effectively and based on the core criteria, we believe that our primary products currently do not compete favorably with the competitors.

Employees

The Company currently has four full time employees. Management of the Company expects to use third party providers, consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage other full- time employees at this time. The future need for employees and their availability will be addressed in connection with the organic growth of the business and /or the strategic acquisition of related or unrelated businesses.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we have elected not to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Because we are neither an accelerated filer or a large accelerated filer, nor a well-known seasoned issuer, we have elected not to provide the information required by this item.

ITEM 2. PROPERTIES

The Company entered into a one year lease on December 12, 2013 and which commenced on February 1, 2014 ~~for our administrative office~~ and ~~headquarters~~was ~~which~~to ~~are~~expire ~~located~~on atDecember ~~18100 Von Karman Avenue~~31, ~~Suite 850, Irvine, CA 92612~~2014. The Company ~~may~~terminated ~~need~~this to lease ~~additional commercial office facilities~~ in ~~the~~August ~~future~~2014 atand ~~such~~reduced ~~time as operations have developed~~ to ~~the~~a ~~point~~virtual ~~where~~office ~~the~~in ~~facilities~~an ~~are~~effort ~~needed,~~to ~~but~~reduce ~~has~~overhead ~~no commitments or arrangements for any additional facilities~~costs. ~~There~~Our isadministrative nooffice ~~assurance~~and ~~regarding~~headquarters ~~the~~are ~~future~~still ~~availability~~located ofat ~~commercial~~18100 ~~office~~Von ~~facilities~~Karman orAvenue, ~~terms~~Suite on850, ~~which~~Irvine, ~~the~~CA ~~Company~~92612 ~~may~~and ~~not~~is beon ~~able~~a month-to-month lease ~~facilities~~agreement inat ~~the~~$350 ~~future,~~per ~~nor any assurance regarding the length of time the present arrangement may continue~~month.

The Company may need to lease additional commercial office facilities in the future at such time as operations have developed to the point where the facilities are needed, but has no commitments or arrangements for any additional facilities. There is no assurance regarding the future availability of commercial office facilities or terms on which the Company may not be able to lease facilities in the future, nor any assurance regarding the length of time the present arrangement may continue.

Table of Contents

ITEM 3. LEGAL PROCEEDINGS

The Company continues to receive demands for payments from creditors. The Company has insufficient funds to defend these actions or to pay the creditors. However, management has been proactive to reach out to most creditors in an attempt to negotiate or resolve outstanding debt. In addition, the Company is proactively working with interested third parties to convert debt on behalf of the Company. Converted debt notifications will be filed on Form 8-K with the Securities and Exchange Commission.

On December 6, 2013, the Company appeared in person and answered fully and completely the outstanding questions for the California Department of Corporations. No further requests have been made or are expected.

On October 15, 2013, the Company filed a complaint against two former employees, Michael Nathans and Kevin Goldstein, in Orange County Superior Court, case number 30-2013-00681235-CU-BC-CJC. The complaint consists of Breaches of Contract, Civil Conspiracy-Fraud, Breach of the Implied Covenant of Good Faith and Fair Dealing, Interference with Economic Advantage, Unjust Enrichment/Restitution and Breach of Fiduciary Duty committed by both parties. The total general and special financial damages are to be determined at the time of trial. Also, the Company is seeking an Injunction to restrain future conduct and reimbursement of all reasonable attorney fees for the cost of the suit.

On April 4, 2012, the Company received a subpoena from the California Department of Corporations requesting certain documents and records. The Company complied fully with the subpoena.

On January 31, 2012, the Company received a Notice of Claim and Conference from the Labor Commissioner, State of California Case Number 18-84792 BB. The case was brought by Michael G. Nathans, the former President of Credit Services. Mr. Nathans stated he resigned from the Company effective November 21, 2011 as a result of the Company’s failure to maintain proper insurance and alleged the Company was in breach of his employment agreement with the Company dated September 17, 2010. Pursuant to the Claim, Mr. Nathans is seeking $152,054 in back wages. The Company intends to vigorously defend this Claim.

On January 10, 2012, the Company received a Notice of Claim and Conference from the Labor Commissioner, State of California Case Number 18-84756 BB. The case was brought by Kevin Goldstein, the former Chief Technology Officer. Mr. Goldstein stated he resigned from the Company effective November 21, 2011 as a result of the Company’s failure to maintain proper insurance and alleged the Company was in breach of his employment agreement dated October 25, 2010. Pursuant to the Claim, Mr. Goldstein is seeking $90,035.71 in back wages. The Company intends to vigorously defend this Claim.

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

None.

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s Common Stock is quoted on both the OTC Bulletin Board and the Pink Sheets. The Common Stock is currently traded with the trading symbol of “TRYF.” The table below sets forth for the periods indicated the quarterly high and low bid prices as reported by the Pink Sheets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. On March 16, 2015, the Company filed the required application along with all supplemental documentation with FINRA requesting them to review and complete the Corporate Action Request of the Company to complete a Stock-Reverse at a ratio of 1:1,000. This Corporate Action was Approved and became Effective as of March ~~27th~~27, 2015. This table shows historical stock prices that do not reflect the effects of the reverse stock split.

FISCAL YEAR ENDED DECEMBER 31, 2012	Quarter	High		Low
	First	$	0.04	$	0.00
	Second	$	0.05	$	0.02
	Third	$	0.02	$	0.01
	Fourth	$	0.02	$	0.01

FISCAL YEAR ENDED DECEMBER 31, 2013	Quarter	High		Low
	First	$	0.02	$	0.00
	Second	$	0.01	$	0.00
	Third	$	0.02	$	0.00
	Fourth	$	0.02	$	0.00

FISCAL YEAR ENDED DECEMBER 31, 2014	Quarter	High		Low
	First	$	0.01	$	0.00
	Second	$	0.00	$	0.00
	Third	$	0.01	$	0.00
	Fourth	$	0.05	$	0.00

The Company’s Common Stock is considered to be penny stock under rules promulgated by the Securities and Exchange Commission. Under these rules, broker-dealers participating in transactions in these securities must first deliver a risk disclosure document which describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based on financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing, provide monthly account statements to customers, and obtain specific written consent of each customer. With these restrictions, the likely effect of designation as a penny stock is to decrease the willingness of broker- dealers to make a market for the stock, to decrease the liquidity of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities.

Holders

At April 15, 2015, the Company had 153 shareholders of record. The number of record holders was determined from the records of the Company’s transfer agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The Company has appointed Interwest Transfer Co., Inc., Salt Lake City, Utah, to act as its transfer agent for the Common Stock.

Dividends

The Company has not declared or paid any cash dividends on its Common Stock during the two fiscal years ended December 31, 2013, or in any subsequent period. The Company does not anticipate or contemplate paying dividends on its Common Stock in the foreseeable future. The only restrictions that limit the ability to pay dividends on common equity, or that are likely to do so in the future, are those restrictions imposed by law.

Table of Contents

Dividends

The Company has not declared or paid any cash dividends on its Common Stock during the two fiscal years ended December 31, 2014, or in any subsequent period. The Company does not anticipate or contemplate paying dividends on its Common Stock in the foreseeable future. The only restrictions that limit the ability to pay dividends on common equity, or that are likely to do so in the future, are those restrictions imposed by law.

Purchases of Equity Securities

OnAt ~~June~~the 21end of each quarter during the year ended December 31, ~~2013~~2014, the Company ~~entered~~issued ~~into~~to aits ~~three~~employees ~~year~~Amit ~~consulting~~Patel, ~~agreement~~Carl ~~with~~Giese, ~~Norman~~Steve ~~Hardy~~Rowe, ~~for~~Lisa ~~the~~Bilyeu, ~~purpose~~and Hector Alvarez a total of ~~assisting~~31,200 ~~the~~shares ~~Company~~of ~~market~~milestone ~~its~~vested ~~products~~common tostock ~~various~~restricted ~~real~~under ~~estate~~Rule ~~agents~~144, ~~mortgage~~pursuant ~~brokers~~to ~~and~~their ~~real~~respective ~~estate~~employment ~~investment organizations~~agreements. ~~Upon~~Mr. ~~execution~~Patel ofwas ~~the~~issued ~~agreement~~eight thousand (8,000) ~~the~~shares; ~~Company~~Mr. Giese was issued ~~five~~eight thousand (58,000) shares; ofMr. ~~common~~Rowe ~~stock~~was ~~restricted~~issued ~~under~~eight ~~Rule~~thousand ~~144~~(8,000) shares; Ms. Bilyeu was issued three thousand two hundred (3,200) shares; and Mr. Alvarez was issued four thousand (4,000) shares.

On June 25, 2013, the Company entered into a one year consulting agreement with Heather Bilyeu for the purpose of assisting the Company market its products to various real estate agents, mortgage brokers and real estate investment organizations. As full compensation and consideration for Consultant’s services under the agreement, the Company issued the Consultant two thousand five hundred (2,500) shares of common stock restricted under Rule 144.

On June 27, 2013, the Board of Directors, approved employment contracts for Lisa Bilyeu, Carl Giese, and Steve Rowe. Each of these full-time employment agreements is effective June 27, 2013, and is for a term of three years. Each is renewable in yearly increments unless terminated prior to expiration of a term. Under the agreements, Mr. Giese is employed as Vice President Credit Services, Mr. Rowe is employed as Vice President of Operations, and Ms. Bilyeu is employed as Administrative Assistant. The base salary for each Messrs. Giese and Rowe is $180,000 per year, payable in the month increments of $15,000. The base salary for Ms. Bilyeu is $48,000 per year, payable in the month increments of $4,000. As a signing bonus for entering into the agreements, Messrs. Giese and Rowe each received 9,000 shares and will each be issued 2,000 shares per quarter for eight (8) quarters. Ms. Bilyeu received 3,600 shares and will be issued 800 shares per quarter for eight (8) quarters. As such, a total of 9,600 additional shares were issued under these employment contracts for 3rd and 4th quarters of 2013. The employees are also eligible for performance bonuses and to participate in the Company’s stock option plan. Each is also entitled to participate in employee benefit plans, including health and retirement plans created hereafter.

On July 1, 2013, the Company entered into a subscription agreement with a private individual for ten thousand dollars ($10,000) in exchange for five hundred (500) shares of common stock Restricted under Rule 144.

On July 2, 2013, the Company entered into new Settlement Agreements with Sagosa Capital, Ecewa Capital, Curo Capital, Hang Dang, and Luan Dang which where all former parties to the Company and had expired Settlement Agreements with the Company. Under the new Agreements reached with the above named parties, the Company paid seven thousand five hundred dollars ($7,500) as a nonrefundable deposit and agreed to make twenty four (24) additional payments of five thousand nine hundred thirty-seven dollars and fifty cents ($5,937.50). These additional payments are to begin once the Company secures a minimum investment of two hundred fifty thousand dollars within ninety days of the executed settlement agreements. The Creditor Parties listed above had the right to rescind the newly executed Settlement Agreements if the Company failed to begin the payments within ninety days. The Company is still seeking the $250,000 investment, and the Creditor Parties have not yet rescinded the Agreement. In addition to the cash payments, the Parties were granted ten year Warrants for a total of five thousand (5,000) shares at an exercise price of ten dollars ($10).

On August 6, 2013, the Company entered into a subscription agreement with a consultant for ten thousand dollars ($10,000) in exchange for one thousand (1,000) shares of common stock Restricted under Rule 144.

On October 22, 2013, the Company entered into a six month consulting agreement with a private firm to assist the Company in the areas of investor relations, financial relations, and various market awareness programs. The main focus overall is to increase the Company’s presence in the financial communities to more easily raise the required capital to properly run the Company. Under the Consulting Agreement, the Consultant was issued five thousand (5,000) shares of common stock restricted under Rule 144.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, we have elected not to provide the information required by this item.

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and related notes thereto as included with this report.

Overview

On August 12, 2009, the Company changed its status from shell Company to operating Company. Pursuant to business operations established in the second quarter of 2012, the Company began operations. The core focus of the restarted operations was to market a prepaid card product coupled with a payment reporting system and a suite of financial products and services. As a result, the Company didn’t plan on reinstating its previous program management status, and intended to rely on third party processors, program managers and banks to coordinate, issue and manage prepaid card portfolios on behalf of the Company. The Company focused on the marketing of network branded third party card programs that could adopt the Company’s payment reporting platform within their technical infrastructure. By leveraging existing card platforms and portfolios, we intended to aggregate more payment reporting customers. The Company worked on developing and integrating a sophisticated money management and educational portfolio to better assist consumers in navigating the financial system here in the United States. The targeted focus of the Company has always been to partner with businesses such as mortgage companies and auto dealerships that currently have real-time credit turndowns. These customers are prime candidates for the Company’s suite of products and services. Utilizing the relationships established over the years, the Company continues to feel it can generate organic revenues which will in turn help to attract investment dollars so that management can properly run the Company.

Despite the constant delays, the Company continued to make progress on the completion of the technical build out, customer tracking, and fulfillment process associated with the Company’s product line. The Company continued working closely with existing vendors along with new partners and associations in efforts to complete the necessary steps so the Company can actively market its suite of products and services to consumers. Key management personnel have continued entering into new distribution, strategic partnerships and operating agreements in support of the money management and credit management business that is now the backbone of the Company’s product line.13

In continuing with the direction outlined throughout 2010, 2011 and 2012, the Company continued to focus on developing marketing partnerships to facilitate the distribution of its personal financial services, payment reporting services and a prepaid debit card, all of which are designed to assist consumers in managing individual personal finances, including spending, budgeting, wealth planning and credit awareness. During the fourth quarter of 2013, the Company worked on developing a more efficient way of connecting credit turndown consumers to the Company. In working through these challenges, the Company created a Live Agent auto dealer kiosk which would allow a credit turndown to initiate and complete a live video conference and consultation with a Company specialist. This business model is currently being developed and is expected to take significant time and resources to complete and launch.

Table of Contents

~~The~~In ~~Company~~continuing ~~believes~~with ~~that~~the ~~its~~direction ~~current~~outlined ~~direction~~throughout ~~and~~the ~~strategy~~previous ~~will~~4 beyears, ~~able~~the Company continued to ~~offer~~focus ~~more~~on adeveloping ~~predictable,~~marketing ~~efficient~~partnerships ~~customer~~to ~~acquisition~~facilitate ~~model. It~~the ~~should~~distribution ~~also~~of ~~provide~~its ~~our~~Live ~~customers~~Agent auto dealer kiosks and ~~strategic~~also ~~distribution~~various ~~partners~~channels to provide the ~~flexibility~~Company’s ofconsumer ~~working~~financial ~~with~~and acredit ~~wide~~products, ~~reaching~~all ~~portfolio~~of ~~program~~which ~~and~~are ~~will~~designed ~~better~~to ~~align~~assist consumers ~~with~~in ~~our~~managing ~~suite~~individual ofpersonal ~~financial~~finances, ~~tools~~including spending, budgeting, wealth planning and ~~education~~credit awareness. ~~This~~During ~~product~~the ~~line~~fourth ~~has~~quarter ~~been~~of ~~designed~~2014, ~~specifically~~the toCompany ~~lay~~designed ~~the~~a ~~groundwork~~new brand for ~~the~~its ~~consumers~~product soline, ~~that~~which atit anow ~~future~~calls ~~date,~~“Successful ~~the~~Habits ~~Company~~of ~~can~~The ~~offer~~Rich!™”. This ~~them~~product ~~additional~~line ~~financial-based~~includes three (3) separate products we call RichMoney™, RichCredit™, and ~~services~~RichWealth™.

The purpose of the rebranding was to make the Company’s ~~robust~~product ~~system,~~line ~~unlike~~more ~~most~~attractive ~~systems~~and ~~out~~more ~~there,~~stream-lined ~~focuses~~for onconsumers ~~three~~to ~~areas:~~utilize and understand. ~~Money~~The ~~Management,~~Company ~~Credit~~worked ~~Management,~~on ~~and~~converting ~~Wealth~~all ~~Management~~previously developed components into one online web portal which consumers will more easily be able to access and utilize. ~~All~~This ~~three~~was ofalso ~~these~~a ~~areas~~requirement ~~are~~for ~~closely~~the ~~connected~~product ~~and~~line byto ~~focusing~~be onefficiently ~~all~~incorporated ~~three,~~into the ~~consumer~~kiosks. This ~~has~~business amodel ~~greater~~is ~~chance~~currently ofbeing ~~reaching~~developed ~~their~~and ~~financial~~beta ~~goals~~tested inand ~~life~~is expected to take significant time and resources to complete and launch.

The Company believes its current direction and strategy will be able to offer a more saleable, predictable, efficient customer acquisition model. We believe it will also provide a more attractive revenue generating solution to strategic distribution partners and give them more of an incentive to team up with the Company. The flexibility of working with a wide reaching portfolio program should better align interested consumers with our suite of financial tools and education. This product line has been designed specifically to lay the groundwork for the consumers so that at a future date, the Company can offer them additional financial based products and services.

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties that could cause materially different results under different estimates and assumptions. We believe our critical accounting policies relate to ~~accounts receivable, goodwill and intangible assets and related impairment assessments, and~~ stock-option compensation and warrants because they are important to the portrayal of our financial condition or results of operations and they require critical management estimates and judgments about matters that are uncertain. There were no changes to our critical accounting policies during the year ended December 31, ~~2013~~2014.

Results of Operations -- Year Ended December 31, ~~2013~~2014, versus the Year Ended December 31, ~~2012~~2013

In ~~2013~~2014, we saw revenues remain virtually flat when compared with the prior year. The lack of revenue was attributed ~~mostly~~primarily to the ~~fact~~lack the Company had to spend time defending itself against slanderous allegations from two former malicious employees, who contacted third parties and make rogue allegations. This, along with the failure to deliver contractual investment commitments from various investors created substantial delays to the detriment of ~~the~~working ~~Company and shareholders~~capital. To date, the Company still remains in developmental, beta-testing, prelaunch stage and re-entry into the financial services, alternative credit payment reporting and personal budgeting business.

Revenue

Revenues were generated from sales of the Company’s products which consist of money management, credit management and wealth management tools. Revenue was $1720,~~896~~502 and $117,~~654~~896 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively, representing an increase of $ ~~$16~~2,~~242~~606 or ~~982~~15%. Our ~~2012~~2014 ~~results~~and ~~reflect the winding up of the operations with the~~ 2013 results ~~showing~~show the commencement of our new business plan and beta testing and sales of newly designed products.

Table of Contents

Cost of Sales and Gross Profit

Cost of sales was $41,~~460~~274 and $14,~~055~~460 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively, representing an ~~increase~~decrease of $3,~~405~~186 or ~~323~~71%. The ~~increase~~decrease was attributed to minimum program fees and expenses related to the new business operations.

The resulting gross profit was 7594% and 3675% for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively. Management expects its strategic relationships which it established and are being developed over time, to have a positive impact on the underlying gross profit margin. This can only be determined by evaluating the results over time.

Operating expenses

Operating expenses were $1754,~~547,757~~726 and $1,~~306~~547,~~673~~757 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively, representing ana ~~increase~~decrease of $~~241~~793,~~084~~031 or 1851%. The major components of operating expense are salaries and wages (8475%). Other selling, general and administrative (1017%), and Professional fees (8%) for 2014. A material amount of the operating expenses for the year ended December 31, ~~2013~~2014 have been accrued and continue to be unpaid or paid in small increments.

15Salaries and wages expense was $565,558 and $1,300,976 for the years ended December 31, 2014 and 2013, respectively, representing an decrease of $735,418 or 57%. The decrease resulted from the decreased number and value of employment agreements in force for the employees and officers of the Company.

~~Table~~Other selling, general and administrative expense was $125,391 and $149,421 for the years ended December 31, 2014 and 2013, respectively, representing a decrease $24,030 or 16%. The decrease resulted from a significant decrease in all categories as the Company had little business, no facility and reduced outside services for most of ~~Contents~~the 2014 fiscal year.

~~Salaries~~Professional fees and ~~wages~~expenses ~~expense~~were ~~was~~ $163,~~300,976~~777 and $197,~~015,084~~360 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively, representing an ~~increase~~decrease of $~~285~~33,~~892~~583 or 2834%. The ~~increase~~decrease ~~resulted~~is ~~from~~due ~~the~~to ~~increased~~reduced ~~number~~audit and ~~value~~legal offees ~~employment agreements in force for the employees and officers of the Company~~incurred. ~~The increase also includes related increase in the included stock based compensation.~~

Other selling, general and administrative expense was $149,421 and $242,794 for the years ended December 31, 2013 and 2012, respectively, representing a decrease $93,373 or 38%. The decrease resulted from a significant decrease in all categories as the Company had little business, no facility and reduced outside services for most of the 2013 fiscal year.

Professional fees and expenses were $97,360 and $48,795 for the years ended December 31, 2013 and 2012, respectively, representing an increase of $48,565 or 100%. The increase is due to audit and legal fees incurred in an effort to settle outstanding debts and bring SEC filings current.

Other income (expense)

Other income (expense) was ($89133,~~462~~229) and ($~~177~~89,~~705~~462) for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively. The main component of other expense is the financing costs which resulted from notes payable. In ~~For~~addition, ~~2013~~ the Company had, ~~in addition, a~~ derivative liability ~~expense~~expenses of $30,000 and $70,000 for 2014 and 2013, respectively, and a gain on extinguishment of debt of $72,440, ~~both~~in of2013, which related to a debt settlement agreement with a former director.

Net loss

We incurred net losses of $1868,~~623,783~~727 and $1,~~483~~623,~~779~~783 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively.

Liquidity and Capital Resources

As of December 31, ~~2013~~2014, cash totaled $~~4,031~~0 as compared with $~~473~~4,031 of cash at December 31, ~~2012~~2013, resulting in ana ~~increase~~decrease of $34,~~558~~031 in cash and cash equivalents. The ~~increase~~decrease in cash and cash equivalents was attributed to the nature of winding up the primary business and seeking a strategic alternative and then subsequently commencing the new business plan coupled with the necessity of accruing most all expenses in lieu of paying for them as incurred.

For the year ended December 31, ~~2013~~2014, we used $9,142,409 of cash in operations. For the comparable period in the prior year we used $~~103~~9,~~170~~142 of cash in operations.

Cash provided from financing activities was $12138,~~700~~378. The Company raised $20138,~~200~~030 under ~~equity~~debt ~~investments~~agreements. For the comparable period in the prior year we obtained $~~103~~12,~~464~~700 from financing activities, which consisted solely of the issuance of stock netted with note repayments. In order to meet the Company’s cash flow requirements and ~~convertible~~to satisfy the existing debts, management intends to seek funding through the sale of either debt or equity instruments.

InWorking ~~order~~capital todeficit ~~meet~~was ~~the~~($4,184,938) ~~Company’s~~at ~~cash~~December ~~flow~~31, ~~requirements and to satisfy the existing debts~~2014, ~~management~~as ~~intends~~compared towith ~~seek~~working ~~funding~~capital ~~through the sale~~ of ~~either~~($4,017,969) ~~debt~~at orDecember ~~equity~~31, ~~instruments~~2013. ~~Management~~This isdecrease ~~currently~~ in ~~the~~working ~~process of delivering a convertible note structure intended to raise short term operating~~ capital ~~while~~was ~~seeking~~ a ~~separate~~result ~~and supplemental capital raise through a nonpublic equity offering. An equity offering amounting to $2,500,000 was completed in August~~ of ~~2010~~amortization ~~but was marginally fulfilled for only $157,500 out~~ of ~~the~~prepaid ~~total~~stock of– ~~$2,500,000. In~~consultants ~~March~~and ofan ~~2011,~~increase ~~the Company secured a replacement investment of $2,500,000 which was also marginally fulfilled~~ in the ~~amount~~derivative ~~of $320~~liability,~~000. Up~~ ~~until~~as ~~present~~there ~~the~~were ~~Company~~no ~~has~~additional ~~relied~~material onvariances ~~these~~in ~~secured~~current ~~investments~~assets ~~and~~or ~~the~~current ~~Company~~liabilities isat ~~reviewing~~December ~~any~~31, ~~and~~2014 ~~all~~as ~~implications~~compared ofto ~~the~~December ~~related~~31, ~~under funding~~2013.

The Company filed a Form D with the Securities and Exchange Commission notifying its intent to make available this offering, but has yet to begin to offer it to anyone. The Company has been successful in negotiating tranches of debt down or eliminating debt through convertible stock agreements and will continue these efforts so to reduce liabilities and make the Company more attractive to investors.15

Working capital deficit was ($4,017,969) at December 31, 2013, as compared with working capital of $(3,189,949) at December 31, 2012. This decrease in working capital was a result of using existing funds and increasing accounts payable to fund operations and related expenses.

Table of Contents

Caution About Forward Looking Statements

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import.

Such forward-looking statements involve known and unknown risks including, but not limited to, the following factors:

	·	changes in general economic and business conditions in the Company’s market area;
	·	changes in banking and other laws and regulations applicable to the Company; risks inherent in the prepaid space such as fraud loss, illegal card usage and collateral liabilities;

	·	changing trends in customer profiles and behavior;
	·	changes in interest rates and interest rate policies;

	·	maintaining cost controls as the Company opens or acquires new programs/products/operations;
	·	competition with other banks and financial institutions, and companies outside of the prepaid and banking industries, including those companies that have substantially greater access to capital and other resources;

	·	the ability to continue to attract investments and capital to fund operations and growth;
	·	the ability to successfully manage the Company’s growth or implement its growth strategies if it is unable to identify attractive markets, locations or opportunities to expand in the future;

	·	reliance on the Company’s management team, including its ability to attract and retain key personnel;
	·	demand, development and acceptance of new products and services;

	·	problems with technology utilized by the Company;
	·	maintaining capital levels adequate to support the Company’s growth; and

other factors not herein described in Item 1A, “Risk Factors,” above.

Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Off-Balance Sheet Arrangements

During the quarter ended December 31, ~~2013~~2014, we did not engage in any off-balance sheet arrangements.

Stock-Based Compensation

In March 2004, the FASB issued Statement of Financial Accounting Standards (SFAS) No.123 (Revised), Shared-Based Payment. This standard revises SFAS No. 123, APB Opinion No. 25 and related accounting interpretations and eliminates the use of the intrinsic value method for employee stock-based compensation. SFAS No. 123R requires compensation costs related to share based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for award. Currently, the Company uses the revised fair value method of SFAS No. 123R to value share-based options granted to employees and board members. This standard requires the expensing of all share-based compensation including options, using the fair value based method.

Subsequent Events

The following material events occurred subsequent to the year ended December 31, ~~2013~~2014:

On May 7, 2015, the Company issued to a private party One Hundred Twenty Five Thousand (125,000) shares of Restricted Common Stock at Three Dollars ($3.00) per share for Three Hundred Seventy Five Thousand Dollars ($375,000).

On April 28, 2015, the Company issued to its legal counsel, Fifty Thousand (50,000) shares of Restricted Common Stock for services.

Table of Contents

On April 14, 2015, the Company received notice of conversion and agreed to convert $37,500 of the Banner-1 Note from March 2010 into Seven Hundred Fifty Thousand (750,000) post-split shares of Common Stock at a conversion price of Five Cents ($0.05).

Table of Contents

On April 14, 2015, the Company received notice of conversion and agreed to convert $37,500 of the MJ Rich Note from March 2012 into Seven Hundred Fifty Thousand (750,000) post-split shares of Common Stock at a conversion price of Five Cents ($0.05).

On April 6, 2015, the Company replaced the existing Employment Agreement for its President/CEO, Ray A. Smith with a new Employment Agreement. The terms of the new agreement are for a period Five (5) years, renewable in two (2) year increments, and includes a Stock Incentive Compensation package consisting of Thirteen Million Five Hundred Thousand (13,500,000) post-split shares of Restricted Common Stock, which were issued upon execution of the agreement, and a salary of Twenty Thousand Dollars ($20,000) per month beginning on January 1, 2016.

On March 16, 2015, the Company filed the required application along with all supplemental documentation with FINRA requesting them to review and complete the Corporate Action Request of the Company to complete a Stock-Reverse at a ratio of 1:1,000. This Corporate Action was Approved and became Effective as of March ~~27th~~27, 2015.

On January 8, 2015, the Company’s Board of Directors accepted the resignation of its Director Hector Alvarez and his appointed replacement Norman Hardy.

On January 8, 2015, the Company’s Board of Directors accepted the resignation of its Officers Steve Rowe and Hector Alvarez who indicated they wanted to freely pursue other interests.

In 2014 pursuant to employment agreements the Company issued 31,200 shares.

On December 30, 2014, the Company filed a Provisional Patent designed to protect the Company’s proprietary and unique processes and systems used to build a consumer’s credit file and manage their finances.

On December 26, 2014, the Company and all related parties agreed unanimously to cancel the Amendments to the Employment Agreements and Consulting Agreements previously reported to be amended on January 31, 2014, due to the inability of the Company to complete the Stock Reverse Split. All parties agreed to revert back to the terms and conditions of the original agreements entered into.

On November 1, 2014, the Company entered into a two year 10% note with a private party, totaling $50,000.

On July 28, 2014, the Company entered into a two year 10% note with a private party, totaling $3,300.

On July 11, 2014, the Company entered into a two year 10% note with a private party, totaling $8,000.

On April 1, 2014, the Company entered into a two year 10% note with a private party, totaling $15,000.

On March 15, 2014, the Company assigned two (2) debt items, respectively $5,361 and $4,598 to a private individual, in exchange for a two-year 8% promissory note.

On February 24, 2014, the Company assigned debt totaling $14,000, to a private individual, in exchange for a two-year 8% promissory note.

On February 20, 2014, the Company retained Kline Law Group, PC to represent the Company in all matters relating to the US Securities and Exchange Commission, including but not limited to, reviewing and preparing Company filings, press releases, disclosures, etc.

On February 18, 2014, the Company filed Form DEF 14C with the Securities and Exchange Commission notifying them of the Company’s intent to complete a Stock-Reverse at a ratio of 1:1,000. In addition, the Company intends to reduce its Authorized Shares from two billion (2,000,000,000) to five hundred million (500,000,000), and reduce the number of Authorized Shares in its 2004 Stock Option/Stock Issuance Plan from two hundred fifty million (250,000,000) to fifty million (50,000,000).

Table of Contents

On February 16, 2014, the Company entered into a two-year 10.5% promissory note with a private party, totaling $30,000.

On January 24, 2014, the Company entered into a two-year 10.5% note with a private party, totaling $7,500.

On January 10, 2014, the Company entered into a two (2) year consulting agreement with CrosspointNW, LLC for the purpose of assisting the Company with the deployment its LIVE Agent Auto Dealer Kiosks in up to 150 auto dealerships. As consideration for such services, the Company will pay Consultant Twenty-Five Dollars ($25) per customer who enrolls into the Company’s financial services program thru a kiosk.

Off-Balance Sheet Arrangements

During the years ended December 31, ~~2013~~2014 and ~~2012~~2013, we did not engage in any off-balance sheet arrangements.

Recent Accounting Pronouncements

We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, ~~2013~~2014 and ~~2012~~2013.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required pursuant to this item are included immediately following the signature page of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants reportable pursuant to this item.

ITEM 9A. CONTROLS AND PROCEDURES

As a smaller reporting company, we have elected not to provide the information required by this item. Rather, we have provided the information set forth in Item 9A(T) below.

Table of Contents

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our President, who serves as our principal executive officer and our principal financial officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e)) as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure. A discussion of the material weaknesses in our disclosure controls and procedures is set forth below.

Table of Contents

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Management’s report on internal control over financial reporting

Our management consists of Ray A. Smith, our Chief Executive Officer (“CEO”), and our Principal Financial Officer (“PFO”), and is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. As a result, our internal control system is limited in its scope and capabilities, although, based on our CEO and PFO’s general business experience, is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on his evaluation, they concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

All of our financial reporting is carried out by our CEO and PFO, and we do not have an audit committee. This lack of accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.

The Company has no material operations or staff at this time, however, management is making every effort to mitigate this material weakness to the fullest extent possible. This is done by having our CEO and our legal counsel review all our financial reporting requirements for reasonableness. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it will be immediately implemented. In order to mitigate further weakness, the Company maintains a third party CPA independent of the Company auditors to participate in the accounting and review process. As soon as our finances allow, we plan to hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our CEO and PFO.

Based on our evaluation under the frameworks described above, our management has concluded that our internal control over financial reporting was not effective as of December 31, ~~2013~~2014.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

The Company did not fail to file any information required to be filed in a report on Form 8-K during the fourth quarter of the fiscal year ended December 31, ~~2013~~2014.

2018

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Current Management

The following table sets forth the name and ages of, and position or positions held by, our executive officers and directors:

Name	Age	Position(s)	Term	Employment Background
Matt Richards	52	Director	2010 - Current	Matthew Richards is a national trainer, public speaker and educator. For 27 years, Mr. Richards has been a business and marketing consultant and a real estate investor.
Ray A. Smith	43	President and Chief Executive Officer / Director	2009 - Current	Since April 2006, Mr. Smith has been the President and a director of CRS Corporation, a company offering credit enhancement, credit education, and consumer financial assistance services. From February 2002 until April 2006, he aswas the President and CEO of Comm 2020 which operated a call center marketing credit services and a credit card application processing center for Visa and MasterCard. Mr. Smith has served as President of and been employed by Trycera since February 2010.
Hector Alvarez	39	VP of Marketing / Director	2012 –- Jan 8, 2015	Mr. Hector Alvarez is the founder of Education for Homes, LLC, a company dedicated to providing assistance to medium and low income residents of urban communities throughout the United States. Mr. Alvarez has spent the past fifteen (15) years serving in the capacity as a managing member or director of several companies focused on educating and assisting low income families obtain financial education, low-cost energy, green energy, assist children in need of tutoring and better scholastic assistance.
Shampa Mitra-Reddy	43	VP of Biz Dev/General Counsel	2012 - Current	As an attorney, Ms. Reddy has over 12 years of experience representing clients in a broad array of real estate, corporate and construction law matters. In addition to running her private law practice, Ms. Reddy has previously served as in-house counsel to several multi-million dollar construction companies, advising on legal matters as well as coordinating multi-family and mixed use development projects funded by the New Jersey Housing and Mortgage Finance Agency (HMFA), Department of Community Affairs (DCA) and other state agencies.
Carl Giese	64	VP of Credit Services	2013 - Current	Mr. Giese has 24 years of experience with an "insider" perspective on REO acquisition nationwide as well as senior contacts within federal agencies and private institutions. Specializing in working with Community Stabilization groups, land banks and cities, Government Sponsored Enterprise; and banks and asset groups his efforts are focused on sourcing, maintaining and networking relationships nationwide.
Steve Rowe	52	VP of Operations	2013 –- Jan 8, 2015	Mr. Rowe has over 25 years of experience in sales and marketing. During his tenure in the industry, he led strategic marketing, product development and sales events and creative services. His leadership and knowledge of all aspects of the business particularly in marketing and fulfillment ~~will~~ensured ~~ensure~~ brand credibility and ease of rapid expansion.
Norm Hardy	37	Director	Jan 8, 2015 - ~~current,~~Current	Mr. Norman Hardy has been an entrepreneur and a leader in his community for over twenty years. At the age of 22 he began his own construction and concrete business which employed up to 20 employees. In just a few short years, his company became the leading concrete company in the Portland, OR and surrounding area. Norman owned and operated this business until 2007when he decided to sell it due to the decline in the home building industry.

2119

Table of Contents

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.

Section 16(a) Beneficial Ownership Reporting Compliance

According to our records, no director, officer, or beneficial owner of more than 10% of our Common Stock failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, ~~2013~~2014.

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.

Overview of Director Nominating Process

The Board of Directors does not have a standing nominating committee or committee performing similar functions. The Board of Directors also does not currently have a policy for the qualification, identification, evaluation or consideration of director candidates. The Board of Directors does not believe that a defined policy with regard to the qualification, identification, evaluation or consideration of candidates recommended by stockholders is necessary at this time due to the lack of operations and the fact that we have not received any stockholder recommendations in the past. Director nominees are considered solely by our current sole director.

Audit Committee Financial Expert

Our Board of Directors performs the duties that would normally be performed by an audit committee. Given our lack of operations prior to any merger, our Board of Directors believes that its current member has sufficient knowledge and experience necessary to fulfill the duties and obligations of the audit committee for our Company. The Board of Directors has determined that the Company does not have an audit committee financial expert, due to lack of working capital.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth the compensation of the named executive officer for each of the two fiscal years ended December 31, ~~2013~~2014 and ~~2012~~2013:

Name & Principal Position	Year	Salary ($)			Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Ray A. Smith	~~2013~~2014	$	~~240,000~~0	(1)		0		0		0	$	0	$	~~240,000~~0
President/CEO	~~2012~~2013	$	240,000	(1)		0		0		0	$	0	$	240,000
Hector Alvarez	~~2013~~2014	$	~~180,000~~0	(1)		0		0		0	$	0	$	~~180,000~~0
VP of Sales	~~2012~~2013	$	~~135~~180,000	(1)		0		0		0	$	0	$	~~135~~180,000
Shampa Mitra-Reddy	~~2013~~2014	$	~~180,000~~0	(1)		0		0		0	$	0	$	~~180,000~~0
VP of Biz Dev	~~2012~~2013	$	90180,000	(1)		0		0		0	$	0	$	90180,000
Carl Giese	~~2013~~2014	$	~~90,000~~0	(1)		0		0		0	$	0	$	~~90,000~~0
VP of Sales	~~2012~~2013	$	090,000	(1)		0		0		0	$	0	$	090,000
Steve Rowe	~~2013~~2014	$	~~90,000~~0	(1)		0		0		0	$	0	$	~~90,000~~0
VP of Biz Dev	~~2012~~2013	$	090,000	(1)		0		0		0	$	0	$	090,000

(1) The salaries of all employees were accrued ~~throughout~~through ~~the~~2013 ~~year~~and furloughed during 2014 as a result of limited working capital.

2220

Table of Contents

Equity Awards

The following table sets forth certain information concerning unexercised options for the named parties that were outstanding as of December 31, ~~2013~~2014:

Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)	~~Option exercise price ($)~~	Option expiration date	Number of shares or units of stock that have not vested (#)	~~Option expiration date~~	Market value of shares or units of stock that have not vested ($)	~~Number of shares or units of stock that have not vested (#)~~	~~Market value of shares or units of stock that have not vested ($)~~
	$	0	$	0
		0		0
		0		0

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

There were 10,000,000 shares of common stock initially authorized for nonstatutory and incentive stock options and stock grants under the plan, which are subject to adjustment in the event of stock splits, stock dividends, and other situations. On November 2, 2010, the number of shares authorized under the Plan was increased to 250,000,000.

The plan was administered by our Board of Directors. Participants in the plan were to be selected by the plan administrator which was our Compensation Committee. The persons eligible to participate in the plan were 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 was in effect until all of the stock available for grant or issuance had been acquired through exercise of options or grants of shares, or until May 1, 2014, whichever was earlier. This plan has expired and the Company may decide at a future date to implement a new plan.

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

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

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

Table of Contents

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.

Table of Contents

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.

Director Compensation

The following table sets forth certain information concerning the compensation of our directors, excluding Messrs Alvarez and Smith, whose total compensation is set forth in the Summary Compensation Table above, for the last fiscal year ended December 31, ~~2013~~2014:

Name	Option awards(1) ($)		All other compensation ($)		Total ($)
Matthew Richards (1)	$	0		0		0
Total	$	0		0		0

(1)

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

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. To date, no arrangements have been set.

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 250,000 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.22

Table of Contents

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Owners of More than Five Percent, Directors, and Management

The following table sets forth certain information from reports filed by the named parties, or furnished by current management, concerning the ownership of our Common Stock as of May 1115, 2015, of (i) each person who is known to us to be the beneficial owner of more than 5 percent of the 15,~~792~~842,673 shares of our Common Stock currently issued and outstanding; (ii) all directors and executive officers; and (iii) our directors and executive officers as a group:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percentage of Class(2)
Ray A. Smith 18100 Von Karman Ave Suite 850 Irvine, CA 92612		13,691,000		86.6942	%
Shampa Mitra-Reddy 18100 Von Karman Ave Suite 850 Irvine, CA 92612		50,000		0.~~003~~32	%
Carl Giese 18100 Von Karman Ave Suite 850 Irvine, CA 92612		21,000		0.~~001~~13	%
Matthew Richards 18100 Von Karman Ave Suite 850 Irvine, CA 92612		500		0.00	%
Norman Hardy 18100 Von Karman Ave Suite 850 Irvine, CA 92612		5,000		0.00	%
Executive Officers and Directors as a Group (4 Person)		13,767,500		8786.699	%

Change of Control

We anticipate that a change of control will occur when a new business venture is acquired. Our business plan is to either reestablish business operations internally or seek and, if possible, acquire an operating entity through a reverse acquisition transaction with the operating entity. By its nature, a reverse acquisition generally entails a change in management and principal shareholders of the surviving entity. While management cannot predict the specific nature of the form of the reverse acquisition, it is anticipated that at the closing of the process, the current sole officer and director would resign in favor of persons designated by the operating company and that the shareholders of the operating entity would receive a controlling number of shares in our company, thus effecting a change in control of the ~~company~~Company.

2523

Table of Contents

Equity Compensation Plan Information

The following table sets forth as of the fiscal year ended December 31, ~~2013~~2014, certain information with respect to compensation plans (including individual compensation arrangements) under which our common stock is authorized for issuance:

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

On July 2, 2013, the Company entered into new Settlement Agreements with Sagosa Capital, Ecewa Capital, Curo Capital, Hang Dang, and Luan Dang, which where all former parties related to the Company and had expired Settlement Agreements with the Company for various unpaid accruals and notes payable. Under the new Agreements reached with the above named parties, the Company paid seven thousand five hundred dollars ($7,500) as a nonrefundable deposit and agreed to make twenty four (24) additional payments of five thousand nine hundred thirty-seven dollars and fifty cents ($5,937.50). These additional payments were to begin once the Company secured a minimum investment of two hundred fifty thousand dollars within ninety days of the executed settlement agreements. The Creditor Parties listed above had the right to rescind the newly executed Settlement Agreements if the Company failed to begin the payments within ninety days. The Company is still seeking the $250,000 investment and the Creditor Parties have not yet rescinded. In addition to the cash payments, the Parties were granted ten year Warrants for a total of five thousand shares at an excise price of ten dollars.

AtThe ~~December~~Company ~~31,~~has ~~2013~~a ~~and 2012~~$10,000 ~~the~~unsecured ~~Company~~promissory ~~had~~note ~~accounts~~with ~~payable~~its ~~with~~Vice ~~related~~President. The ~~parties~~note ~~totaling~~accrues ~~$179,565,~~10% ~~which~~interest ~~consisted~~and ofwas ~~accrued~~originally ~~consulting~~due ~~fees~~January ~~and~~25, ~~expenses~~2013.

At December 31, 2014 and 2013, the Company had accounts payable with related parties totaling $179,565, which consisted of accrued consulting fees and expenses.

Director Independence

Our securities are not listed on a national securities exchange or in an inter-dealer quotation system which has requirements that directors be independent. As a result, we have adopted the independence standards of the American Stock Exchange to determine the independence of our directors and those directors serving on our committees. These standards provide that a person will be considered an independent director if he or she is not an officer of the Company and is, in the view of the Company’s Board of Directors, free of any relationship that would interfere with the exercise of independent judgment. Our Board of Directors has determined that one of our three directors meets the criteria for independence. We have no audit committee.

2624

Table of Contents

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid

Pritchett, Siler & Hardy, PCP.C. (“PSH”) served as our independent registered public accounting firm for the fiscal ~~year~~years ended December 31, ~~2012~~2014 ~~audit,~~and ~~which was filed on November 3, 2014~~2013. The following fees were paid to our independent registered public accounting firm for services rendered during our last two fiscal years:

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, ~~2013~~2014 and ~~2012~~2013 were $403,000 and $340,000, respectively.

Audit-Related Fees

There were no 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 above, for the fiscal years ended December 31, ~~2013~~2014 and ~~2012~~2013.

Tax Fees

There were no fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning in the fiscal years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively.

All Other Fees

There were no other fees billed for products or services provided by the principal accountant, other than those previously reported above, for the fiscal years ended December 31, ~~2013~~2014 and ~~2012~~2013.

Audit Committee

Our Board of Directors, which functions in the capacity of an audit committee, has considered whether the non-audit services provided by our auditors to us are compatible with maintaining the independence of our auditors and concluded that the independence of our auditors is not compromised by the provision of such services. Our Board of Directors pre-approves all auditing services and permitted non-audit services, including the fees and terms of those services, to be performed for us by our independent auditor prior to engagement.

2725

Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

The following financial statements are filed with this report:

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, ~~2013~~2014 and ~~2012~~2013

Statements of Operations for the years ended December 31, ~~2013~~2014 and ~~2012~~2013

Statements of Stockholders’ Equity for the years ended December 31, ~~2013~~2014 and ~~2012~~2013

Statements of Cash Flows for the years ended December 31, ~~2013~~2014 and ~~2012~~2013

Notes to Financial Statements

Exhibits

The following exhibits are filed with this report:

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Here-with
3.1	Articles of Incorporation	8-K	000-30872	3.1	11/6/09
3.2	Current Bylaws	10-QSB	000-30872	3.2	8/16/04
4.1	Form of Common Stock Certificate	10-SB	000-30872	4.1	7/ 21/00
4.2	2004 Stock Option/Stock Issuance Plan *	8-K	000-30872	4.2	5/ 13/04
4.3	Grant of Stock Option Form used pursuant to the 2004 Stock Option/Stock Issuance Plan	10-KSB	000-30872	4.3	4/ 7/06
4.4	Form of Series A Common Stock Purchase Warrant, as amended	10-KSB	000-30872	4.6	4/ 7/06
4.5	Form of Series B Common Stock Purchase Warrant	10-KSB	000-30872	4.7	4/ 7/06
4.6	Description of Registration Rights for investors in offerings dated September 20, 2005, and January 3, 2006	10-KSB	000-30872	4.8	4/ 7/06
10.1	Employment Agreement with Ray A. Smith	10-QSB	000-30872		11/16/09
10.2	Consulting agreement with Balius Consulting Group, LLC	10-K	000-30872		04/15/09
10.3	Engagement Agreement with Ronald N. Vance	10-K	000-30872		04/15/09
10.5	Employment Agreement with Bryan Kenyon	10-QSB	000-30872		11/16/09
14.1	Code of Ethics	8-K	000-30872	14.1	8/ 26/04
31.1	Rule 13a-14(a) Certification by Principal Financial 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 Principal Financial Officer					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X

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

Signature Page Follows

2826

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Trycera Financial, Inc.
Date: May 19, 2015	By:	/s/ Ray A. Smith
Date: June 1, 2015	By:	/s/ Ray A. Smith
		Ray A. Smith, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Date: May 19, 2015		/s/ Ray A. Smith
Date: June 1, 2015		/s/ Ray A. Smith
		Ray A. Smith, President (Principal Executive Officer)
Date: May 19, 2015		/s/ Ray A. Smith
Date: June 1, 2015		/s/ Ray A. Smith
		Ray A. Smith, PFO (Principal Financial and Accounting Officer)
Date: May 19, 2015		/s/ Matt Richards
Date: June 1, 2015		/s/ Matt Richards
		Matt Richards, Director
Date: May 19, 2015		/s/ Norman Hardy
Date: June 1, 2015		/s/ Norman Hardy
		Norman Hardy, Director

2927

Table of Contents

Financial Statements

TRYCERA FINANCIAL, INC

For the years ended December 31, ~~2013~~2014 and ~~2012~~2013

F-1

Table of Contents

TRYCERA FINANCIAL, INC.

Table of Contents

For the years ended December 31, ~~2013~~2014 and ~~2012~~2013

Financial Statements	Page

Report of Independent Registered Public Accounting Firm	F-3

Balance Sheets	F-4

Statements of Operations	F-5

Statements of Cash Flows	F-6

Statements of Changes in Stockholders’ Deficit	F-7

Notes to Financial Statements	F-8

F-2

Table of Contents

PRITCHETT, SILER & HARDY, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

A PROFESSIONAL CORPORATION

1466 N. HIGHWAY 89 STE. 230

FARMINGTON, UTAH 84025

(801) 447-9572 FAX (801) 447-9578

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Trycera Financial, Inc.

Irvine, CA

We have audited the accompanying balance sheets of Trycera Financial, Inc. (the Company) as of December 31, ~~2013~~2014 and ~~2012~~2013 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2013~~2014 and ~~2012~~2013 and the 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.

The accompanying financial statements have been prepared assuming Trycera Financial, Inc. will continue as a going concern. As discussed in Note 10 to the financial statements, Trycera Financial, Inc. has incurred losses since its inception, has a working capital deficit and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

Farmington, Utah

May 1329, 2015

F-3

Table of Contents

TRYCERA FINANCIAL, INC.

	December 31,			December 31,
	2013			2012
Assets
Current Assets
Cash	$	4,031		$	473
Prepaid expenses and other current assets		81,446			25,000
Total Current Assets		85,477			25,473
Property & Equipment, net		6,888			9,016
Total Fixed Assets		6,888			9,016
Total Assets	$	92,365		$	34,489
Liabilities & Stockholders’ Deficit
Current Liabilities
Accounts payable	$	758,983		$	692,186
Accounts payable - related parties		179,565			179,565
Portfolio reserves		34,774			34,774
Accrued expenses		2,123,689			1,500,870
Debt settlement liability, net		129,063			-
Derivative liability		70,000			-
Unsecured notes, current maturities		94,448			67,880
Senior secured notes, current maturities		-			77,500
Convertible notes payable, net of discounts, current maturities		712,924			662,647
Total Current Liabilities		4,103,446			3,215,422
Long-term Liabilities
Unsecured notes, less current maturities		-			25,000
Convertible notes payable, net of discounts, less current maturities		-			49,382
Total Long-term Liabilities		-			74,382
Total Liabilities		4,103,446			3,289,804
Stockholders’ Deficit
Preferred stock, 20,000,000 shares authorized, $.001 par value; none issued and outstanding		-			-
Common stock, 500,000,000 shares authorized at $.001 par value; 636,473 and 559,273 shares issued and outstanding, respectively		637			559
Additional paid in capital		10,891,848			10,199,566
Prepaid stock - employees		(548,344	)		(724,001	)
Accumulated deficit		(14,355,222	)		(12,731,439	)
Total Stockholders’ Deficit		(4,011,081	)		(3,255,315	)
Total Liabilities & Stockholders’ Deficit	$	92,365		$	34,489

Balance Sheets

The accompanying notes are an integral part of these financial statements

	December 31,			December 31,
	2014			2013
Assets
Current Assets
Cash	$	-		$	4,031
Prepaid expenses and other current assets		9,025			81,446
Total Current Assets		9,025			85,477

Property & Equipment, net		4,759			6,888
Total Fixed Assets		4,759			6,888


Total Assets	$	13,784		$	92,365

Liabilities & Stockholders’ Deficit
Current Liabilities
Bank overdraft	$	348		$	-
Accounts payable		749,666			758,983
Accounts payable - related parties		179,565			179,565
Portfolio reserves		34,774			34,774
Accrued expenses		2,180,765			2,123,689
Debt settlement liability, net		141,355			129,063
Derivative liability		100,000			70,000
Unsecured notes payable, current maturities		94,448			94,448
Convertible notes payable, net of discounts, current maturities		713,042			712,924

Total Current Liabilities		4,193,963			4,103,446

Long-term Liabilities
Unsecured notes, less current maturities		138,030			-
Total Long-term Liabilities		138,030			-

Total Liabilities		4,331,993			4,103,446

Stockholders’ Deficit

Preferred stock, 20,000,000 shares authorized, $.001 par value; none issued and outstanding		-			-
Common stock, 500,000,000 shares authorized at $.001 par value; 667,673 and 636,473 shares issued and outstanding, respectively		668			637
Additional paid-in capital		11,086,696			10,891,848
Prepaid stock - employees		(181,624	)		(548,344	)
Accumulated deficit		(15,223,949	)		(14,355,222	)
Total Stockholders’ Deficit		(4,318,209	)		(4,011,081	)
Total Liabilities & Stockholders’ Deficit	$	13,784		$	92,365

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

Effects of the 1 for 1,000 reverse stock split effective March 27, 2015 have been retroactively applied to all periods presented.

F-4

Table of Contents

TRYCERA FINANCIAL, INC.

Statements of Operations

	For the Year Ended
	December 31, 2013			December 31, 2012
	December 31,			December 31,
Revenues	$	17,896		$	1,654
	2014			2013
		17,896			1,654
Revenues	$	20,502		$	17,896
Cost of Sales		4,460			1,055
		20,502			17,896
Gross Profit (loss)		13,436			599
Cost of Sales		1,274			4,460
Gross Profit		19,228			13,436
Expenses
Salaries and wages		1565,~~300,976~~558			1,~~015~~300,~~084~~976
Professional fees		9763,~~360~~777			4897,~~795~~360
Other selling, general and administrative		~~149~~125,~~421~~391			~~242~~149,~~794~~421
Total Expenses		1754,~~547,757~~726			1,~~306~~547,~~673~~757
Loss from Operations		(1735,~~534,321~~498	)		(1,~~306~~534,~~074~~321	)
Other Income (Expense)
Derivative liability loss		(7030,000	)		-(70,000	)
Gain on extinguishment of debt		~~72,440~~-			-72,440
Interest expense		(91103,~~902~~229	)		(~~177~~91,~~705~~902	)
Total Other Income (Expense)		(89133,~~462~~229	)		(~~177~~89,~~705~~462	)
Loss before tax		(1868,~~623,783~~727	)		(1,~~483~~623,~~779~~783	)
Income tax		-			-
Net Loss	$	(1868,~~623,783~~727	)	$	(1,~~483~~623,~~779~~783	)
Basic loss Per Share:
Loss per share	$	(21.7433	)	$	(2.8074	)
Net Loss Per Share	$	(21.7433	)	$	(2.8074	)
Weighted Average Shares		~~592~~651,~~529~~717			~~530~~592,~~612~~529

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

Effects of the 1 for 1,000 reverse stock split effective March 27, 2015 have been retroactively applied to all periods presented.

F-5

Table of Contents

TRYCERA FINANCIAL, INC.

Statements of Cash Flows

	For the Year Ended
	December 31,			December 31,
	2013			2012
	2014			2013
Cash Flows from Operating Activities
Net Loss	$	(1868,~~623,783~~727	)	$	(1,~~483~~623,~~779~~783	)
Adjustments to reconcile net loss to net cash used by operations;
Depreciation and amortization		2,~~128~~129			2,~~127~~128
Amortization of prepaid stock - consultants		72,354			50,000
Amortization of prepaid stock – consultants		72,421			72,354
Amortization of prepaid stock - employees		339,817			254,584
Amortization of prepaid stock – employees		366,720			339,817
Amortization of discount on note payable		812,~~609~~410			918,~~365~~609
Gain on extinguishment of debt		~~(72,440~~-	)		-(72,440)
Derivative liability loss		7030,000			-70,000
Stock issued for services		~~379~~194,~~200~~879			~~288~~379,~~000~~200
Changes in operating assets and liabilities;
(Increase) decrease in deposits/reserves		-			6,711
Increase (decrease) in accounts payable		(9,317	)		192,883
Increase (decrease) in accounts payable		192,883			149,021
Increase in accrued expenses		57,076			622,090
Increase (decrease) in accrued expenses		622,090			538,801
Net Cash Used by Operating Activities		(142,409	)		(9,142	)
Net Cash Used by Operating Activities		(9,142	)		(103,170	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities
Proceeds from the sale of common stock		~~20,200~~-			1820,~~600~~200
Note repayments		~~(7,500~~-	)		-(7,500)
Proceeds from issuance 10% Convertible notes		-			85,000
Proceeds from convertible notes		138,030			-
(Increase) decrease in bank overdraft		-			(136	)
Increase in bank overdraft		348			-
Net Cash Provided by Financing Activities		12138,~~700~~378			~~103~~12,~~464~~700
Net Increase (Decrease) in Cash and Cash Equivalents		3(4,~~558~~031	)		~~294~~3,558
Cash and Cash Equivalents at Beginning of Period		~~473~~4,031			~~179~~473
Cash and Cash Equivalents at End of Period	$	~~4,031~~-		$	~~473~~4,031
Cash Paid For:
Interest	$	-		$	-
Income Taxes	$	-		$	-
Non-Cash Financing Activities:	$	-		$	-
Non-Cash Investing and Financing Activities:	$	-		$	-

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

Effects of the 1 for 1,000 reverse stock split effective March 27, 2015 have been retroactively applied to all periods presented.

F-6

Table of Contents

TRYCERA FINANCIAL, INC.

Statements of Changes in Stockholders’ Deficit

For the Years Ended December 31, ~~2013~~2014 and ~~2012~~2013

	Common Stock				Paid-In		Prepaid			Accumulated
	Shares		Amount		Capital		Equity			Deficit			Total
Balance, at December 31, 2011		502,901	$	503	$	8,950,189	$	(42,585	)	$	(11,247,660	)		(2,339,553	)
Shares issued for cash pursuant to private placement memorandum at $50 per share		372		-		18,600		-			-			18,600
Shares issues in connection with employment agreements at $5 per share		56,000		56		1,223,944		(936,000	)		-			288,000
Discount on note payable		-		-		6,833		-			-			6,833
Amortization of prepaid stock - employees		-		-		-		254,584			-			254,584
Net loss for the year ended December 31, 2012		-		-		-		-			(1,483,779	)		(1,483,779	)
Balance, at December 31, 2012		559,273	$	559	$	10,199,566	$	(724,001	)	$	(12,731,439	)		(3,255,315	)
Shares issued for cash pursuant to private placement memorandum at $20 per share		500		1		9,999		-			-			10,000
Shares issued for cash pursuant to private placement memorandum at $10 per share		1,000		1		9,999		-			-			10,000
Shares issues in connection with employment agreements at $6 per share		63,200		63		543,297		(164,160	)		-			379,200
Issuance of prepaid stock - consultants		12,500		13		128,987		-			-			129,000
Amortization of prepaid stock - employees		-		-		-		339,817			-			339,817
Net loss for the year ended December 31, 2013		-		-		-		-			(1,623,783	)		(1,623,783	)
Balance, at December 31, 2013		636,473	$	637	$	10,891,848	$	(548,344	)	$	(14,355,222	)		(4,011,081	)
Shares issued in connection with employment agreements at $6 per share		31,200		31		194,848		-			-			194,879
Amortization of prepaid stock - employees		-		-		-		366,720			-			366,720
Net loss for the year ended December 31, 2014		-		-		-		-			(868,727	)		(868,727	)
Balance, at December 31, 2014		667,673	$	668	$	11,086,696	$	(181,624	)	$	(15,223,949	)		(4,318,209	)

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

Effects of the 1 for 1,000 reverse stock split effective March 27, 2015 have been retroactively applied to all periods presented.

F-7

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 1 – - CORPORATE HISTORY

From 2004 until 2008 the Company was in the business of developing, deploying and marketing semi-custom and customized branded prepaid and prepaid card solutions. Due to continued losses from operations, during 2009, the Company began winding down its principal business operations and commenced a search for a new business venture. At that time, the Company had no material assets or significant liabilities. Former board members and management were unsuccessful in securing a new business venture for the Company and on January 22, 2009, transferred control of the Company to the former company counsel, to seek for and, if possible, locate a suitable operating business venture willing to take control of the Company.

On August 12, 2009, the Company changed its status from shell Company to operating Company. Pursuant to business operations established in the second quarter of fiscal 2010, the Company recommenced operations. The core focus of the restarted operations is marketing prepaid card products, payment reporting products and a suite of financial products and services. As a result, and at this time, the Company does not plan to reinstate its previous program management status, and will instead rely on third party processors, program managers and banks to coordinate, issue and manage prepaid card portfolios on behalf of the Company. The Company will focus on the marketing of network branded third party card programs that can adopt our payment reporting platform within their technical infrastructure. By leveraging existing card platforms and portfolios, the Company should be able to aggregate more payment reporting customers. The Company has also begun negotiations to engage businesses in the sales process. The targeted focus of the Company is to partner with businesses which deliver non-bank personal and financial services such as insurance agencies, micro-loan centers, rent to own, local/regional credit unions and check cashing businesses. As of the date of this report, the Company has begun negotiations for various arrangements and agreements. While new agreements are in place, it is indeterminable how restarting operations may positively or adversely affect the business. As a result, the Company, while attempting to create newfound revenue streams, will continue seeking opportunities for outside business ventures and raising funds to aid in launching new opportunities, generating organic revenues and restarting the operations.

During ~~2013~~2014, primary operational efforts continued to be prioritized and focused on finalizing the technical infrastructure for the planned rollout of the Company’s payment reporting engines. This effort continued as a spillover from the delays associated with funding based on signed investment commitments. Key management personnel have continued entering into new distribution, strategic partnerships and operating agreements in support of the payment reporting and financial products business that is now the backbone of the payment reporting business. The Company has refocused the operational strategy on products and services while allowing any prepaid card to become a conduit for payment reporting services and other financial products currently being marketed by the Company. During 2012 and 2013, the Company made progress in marketing the primary products and services in support of continued operations. In continuing with the direction outlined throughout 2011 ~~and~~- ~~2012~~2013, the Company continued to focus on developing marketing partnerships to facilitate the distribution of prepaid debit cards, personal financial services and payment reporting services, all of which are designed to assist consumers in managing individual personal finances, including spending, budgeting and financial awareness. As part of the roadmap to further solidify the Company’s payment reporting efforts, the Company has revamped its operational strategy and is not currently seeking a customized network branded card program. The Company has elected to use third-party providers for all card-based products and will continue to evaluate any need for a fully customized program and renewed program management status. Based on the economics related to a full custom card solution, the third party provider gives the Company flexibility and access to networks and partnerships that the Company alone could not underwrite nor fund.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting

The Company uses the accrual method of accounting and has adopted a calendar year-end.

F-8

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

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

A. Basis of Accounting

The Company uses the accrual method of accounting and has adopted a calendar year-end.

B. Revenue Recognition

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

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 has $~~4,031~~0 and $~~473~~4,031 in cash and cash equivalents at December 31, ~~2013~~2014 and ~~2012~~2013 respectively.

D. Property and Equipment

Property and equipment as of December 31, ~~2013~~2014 and ~~2012~~2013 consists of the following and are recorded at cost:

	2013			2012
	2014			2013
Furniture	$	11,062		$	11,062
Equipment		2,741			2,741
Total fixed assets		13,803			13,803
Accumulated depreciation		(69,~~915~~044	)		(46,~~787~~915	)
Net Fixed assets		64,~~888~~759			96,~~016~~888

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

Computer equipment 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.

F-9

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 2 – - SIGNIFICANT ACCOUNTING POLICIES (Continued)

E. Earnings (Loss) Per Share of Common Stock

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. There are no outstanding employee stock options, and warrants issued in settlement of debt (NOTE 5) and convertible notes payable (NOTE 7) have not been considered in the fully diluted earnings per share calculation for ~~2013~~2014 and ~~2012~~2013, as their effect would be anti-dilutive. All per-share amounts and common shares outstanding for all periods reflect the Company’s 1-for-1000 reverse stock split, which was effective March 27, 2015.

	For the Year Ended
	December 31,			December 31,
	2013			2012
	2014			2013
Basic loss per share
Net loss (numerator)	$	(1868,~~623,783~~727	)	$	(1,~~483~~623,~~779~~783	)
Weighted average shares (denominator)		~~592~~651,~~529~~717			~~530~~592,~~612~~529
Per share amount	$	(21.7433	)	$	(2.8074	)

F. Stock-Based Compensation

In December 2004, FASB issued FASB ASC 718 (Prior authoritative literature: SFAS No. 123R, “Share-Based Payment”). FASB ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 (Prior authoritative literature: EITF 96-18, “Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18, “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees”). The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable in accordance with FASB ASC 718.

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.

F-10

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 2 – - SIGNIFICANT ACCOUNTING POLICIES (Continued)

G. Use of Estimates

H. Fair Value of Financial Instruments

On January 1, 2008, the Company adopted FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of related party notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of December 31, ~~2013~~2014 and ~~2012~~2013. The derivative liability resulting from warrants with contingent exercise prices issued in connection with the debt settlement liability (NOTE 5) is revalued on reporting dates using the Black-Scholes Option Pricing Model, which uses quoted stock prices as one of the inputs.

I. Selling, General and Administrative Costs

Selling, general and administrative expenses included the following for the years ended December 31, ~~2013~~2014 and ~~2012~~2013.

	2013		2012
	2014		2013
Insurance	$	-	$	437
Rent	$	27,927	$	2,356
Rent		2,356		25,590
Investor relations		1,869		1,870
Investor relations		1,870		72,712
Travel and Entertainment		12,820		1,204
Travel and Entertainment		1,204		300
Technology costs		2,096		55,000
Technology costs		55,000		40,000
Amortization of prepaid stock - consultants		72,421		72,354
Amortization of prepaid stock - consultants'		72,354		50,000
Other general and administrative		8,258		16,637
Other general and administrative		16,637		53,755
	$	125,391	$	149,421
	$	149,421	$	242,794

F-11

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 2 – - SIGNIFICANT ACCOUNTING POLICIES (Continued)

J. Prepaid Expenses and other Current Assets

Prepaid expenses and other current assets included the following for the years ended December 31, ~~2013~~2014 and ~~2012~~2013.

	2013		2012
	2014		2013
Prepaid stock - consultants'	$	81,446	$	25,000
Prepaid stock - consultants	$	9,025	$	81,446
	$	819,~~446~~025	$	2581,~~000~~446

K. Accrued Expenses

Accrued expenses included the following for the years ended December 31, ~~2013~~2014 and ~~2012~~2013.

	2013		2012
	2014		2013
Accrued Payroll and Compensated Absences	$	1,~~684~~670,~~567~~772	$	1,~~042~~684,~~166~~567
Interest payable		~~258~~349,~~265~~085		~~215~~258,~~226~~265
Program termination costs		55,000		55,000
Vacation accrual		97,835		97,835
Other		288,~~022~~073		9028,~~643~~022
	$	2,~~123~~180,~~689~~765	$	12,~~500~~123,~~870~~689

L. Trade Receivables and Collections

In the collection of payments, loans or receivables, the Company applies a range of collection techniques to manage delinquent accounts. 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. 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 December 31, ~~2013~~2014 and ~~2012~~2013 the allowance for bad and doubtful accounts was $0.

M. Income Taxes

The Company utilizes the liability method of accounting for 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.

N. Concentration

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.

F-12

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 2 – - SIGNIFICANT ACCOUNTING POLICIES (Continued)

N. Concentration

O. Capital Structure and Security Rights

Common Stock - The Company is authorized to issue 500,000,000 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.

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.

P. Subsequent Events Evaluation

Pursuant to FASB ASC 855-10-50-1, the Company has evaluated subsequent events through the date these financial statements to be issued.

On April 28, 2015, the Company issued to its legal council, Fifty Thousand (50,000) shares of Restricted Common Stock for services.

On April 14, 2015, the Company received notice of conversion and agreed to convert $37,500 of the Banner-1 Note from March 2010 into Seven Hundred Fifty Thousand (750,000) shares of Common Stock at a conversion price of Five Cents ($0.05).

On April 14, 2015, the Company received notice of conversion and agreed to convert $37,500 of the MJ Rich Note from March 2012 into Seven Hundred Fifty Thousand (750,000) shares of Common Stock at a conversion price of Five Cents ($0.05).

On April 6, 2015, the Company replaced the existing Employment Agreement for its President/CEO, Ray A. Smith with a new Employment Agreement. The terms of the new agreement are for a period Five (5) years, renewable in two (2) year increments, and includes a Stock Incentive Compensation package consisting of Thirteen Million Five Hundred Thousand (13,500,000) shares of Restricted Common Stock which were issued upon execution of the agreement, and a salary of Twenty Thousand Dollars ($20,000) per month beginning on January 1, 2016.

F-13

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, 2013 and 2012

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

On January 8, 2015, the Company’s Board of Directors accepted the resignation of its Director Hector Alvarez and his appointed replacement Norman Hardy.

On January 8, 2015, the Company’s Board of Directors accepted the resignation of its Officers Steve Rowe and Hector Alvarez who indicated they wanted to freely pursue other interests.

InNOTE ~~2014~~3 ~~pursuant~~– toNEW ~~employment~~TECHNICAL ~~agreements the Company accounted for the issuance of 31,200 shares.~~PRONOUNCEMENTS

OnWe ~~December~~have ~~30,~~reviewed ~~2014,~~accounting pronouncements issued during the ~~Company~~past ~~filed~~two ayears ~~Provisional~~and ~~Patent~~have ~~designed~~adopted any that are applicable to ~~protect~~our ~~the~~company. We ~~Company’s~~have ~~proprietary~~determined ~~and~~that ~~unique~~none ~~processes~~had ~~and~~a ~~systems~~material ~~used~~impact toon ~~build~~our afinancial ~~consumer’s~~position, ~~credit~~results ~~file~~of ~~and~~operations, ~~manage~~or ~~their~~cash ~~finances~~flows for the years ended December 31, 2014 and 2013.

~~On November 1, 2014, the Company entered into a two~~F-~~year 10% note with a private party, totaling $50,000.~~13

On July 28, 2014, the Company entered into a two-year 10% note with a private party, totaling $3,300.

On July 11, 2014, the Company entered into a two-year 10% promissory note with a private party, totaling $8,000.

On May 11, 2014 the Company’s option plan expired.

On April 1, 2014, the Company entered into a two-year 10% note with a private party, totaling $15,000.

On March 15, 2014, the Company assigned two (2) debt items, respectively $5,362 and $4,598, to a private individual, in exchange for a two-year 8% promissory note.

On February 24, 2014, the Company assigned debt totaling $14,000 to a private individual, in exchange for a two-year 8% promissory note.

On February 16, 2014, the Company entered into a two year 8% promissory note with a private party, totaling $30,000.

On January 24, 2014, the Company entered into a two year 10.5% note with a private party, totaling $7,500.

On January 10, 2014, the Company entered into a two (2) year consulting agreement with CrosspointNW, LLC for the purpose of assisting the Company deploy its LIVE Agent Auto Dealer Kiosks in up to 150 auto dealerships. As consideration for such services, the Company will pay Consultant Twenty-Five Dollars ($25) per customer who enrolls into the Company’s financial services program thru a kiosk.

F-14

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 3 – NEW TECHNICAL PRONOUNCEMENTS

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company ~~had~~has ~~previously agreed to reimburse~~ a ~~former~~$10,000 ~~director~~unsecured ~~for~~promissory ~~the~~note ~~cost~~with ofits ~~health~~Vice ~~insurance during the period he served as a director of the Company~~President. AtSee ~~the~~NOTE ~~time~~7 ~~of his resignation on December 31, 2008, the Company owed approximately $14,950 to the director~~ for ~~these health insurance costs, which are included in the debt settlement liability discussed in Note 5~~terms.

OnAt orDecember ~~about May 14~~31, ~~2008,~~2014 aand ~~company controlled by a former director~~2013, ~~loaned $5,000 to~~ the Company ~~and~~had ~~the~~accounts ~~Company issued a 10% Senior Promissory Note representing the loan which was due and~~ payable ~~upon~~with arelated ~~change~~parties oftotaling ~~control of the Company. On or about December 29~~$179, ~~2008~~565, ~~this~~which ~~company~~consisted ~~acquired the 10% Senior Promissory Notes issued to another entity in the principal amount~~ of ~~$67,500.~~accrued ~~These~~consulting ~~notes~~fees ~~are~~and ~~included in the debt settlement liability discussed in Note 5~~expenses.

On or about May 14, 2008, a party related to a former director loaned $5,000 to the Company and the company issued a 10% Senior Promissory Note representing the loan which was due and payable upon a change of control of the Company. These notes are included in the debt settlement liability discussed in Note 5.

During the year ended December 31, 2013, the Company’s President paid for $33,976 of the Company’s expenses, and was reimbursed in the amount of $17,707, resulting in a payable to him of $16,269 at December 31, 2013. The President did not pay for expenses in the Company’s behalf during 2012.

At December 31, 2013 and 2012, the Company had accounts payable with related parties totaling $179,565, which consisted of accrued consulting fees and expenses..

NOTE 5 – DEBT SETTLEMENT LIABILITY

On July 2, 2013, the Company entered into new Settlement Agreements (the Agreements) with ~~former~~ parties formerly related to the Company (the Creditor Parties) who were owed various accounts payable, accrued expenses, and notes payable pursuant to agreements and settlements previously executed. Under the Agreements, the Company paid $7,500 as a nonrefundable deposit and agreed to make 24 additional monthly payments of $5,938, which results in total cash requirement of $155,000. These additional payments were to begin once the Company secured a minimum investment of $250,000 within 90 days of the executed settlement agreements. The Creditor Parties had the right to rescind the Agreements if the Company failed to procure the $250,000 investment within 90 days. The Company is still seeking the investment, and the Creditor parties have not yet rescinded.

Interest at 10% has been imputed on the $155,000 cash requirement in the amount of $24,583, which has been recorded as a debt discount to be amortized to interest expense over the 24-month payment period. During the ~~year~~years ended December 31, 2014 and 2013, the Company recognized $12,292 and $6,146, respectively, in interest expense, which together with the initial $7,500 payment, resulted in a net settlement liability balance of $141,355 and $129,063 at December 31, 2014 and 2013, respectively.

FIn addition to the cash payments, the Creditor Parties were granted 10-15year warrants for a total of 5,000 shares at an initial excise price of $10. However, as long as the warrants are outstanding, if the Company issues, sells, grants, or agrees to issue, sell, or grant any shares of common stock, options, warrants, or debt that is convertible to common stock, at a price per share that is less than the exercise price, the exercise price will be reduced accordingly. This ratchet or round-down provision creates a derivative liability pursuant to EITF 07-05 Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock. To value the derivative liability, the Company utilized the Black-Scholes Option Pricing Model, which considered the Company’s quoted stock prices over a 10-year look-back period (volatility), risk-free 10-year US Treasury rates, the stated exercise price, and the Company’s quoted stock price on the issuance date (and on quarterly and annual reporting dates for periodic revaluation). No dividend yield is anticipated over the term of the warrants. The resulting change in derivative liability with corresponding expense was $30,000 and $70,000 for the years ended December 31, 2014 and 2013, respectively. Black-Scholes inputs were as follows:

	December 31, 2014			December 31, 2013

Volatility		607.42	%		585.93	%
Exercise price	$	10		$	10
Risk-free rate		1.97	%		3.04	%
Quoted stock price	$	20		$	14
Total warrant value	$	100,000		$	70,000

The difference between the book value of the original debt and the fair value of the Agreements on the issuance date of June 2, 2013 resulted in a gain on the extinguishment of debt of $72,440 for the year ended December 31, 2013.

F-14

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 5 – DEBT SETTLEMENT LIABILITY (Continued)

In addition to the cash payments, the Creditor Parties were granted 10-year warrants for a total of 5,000 shares at an initial excise price of $10. However, as long as the warrants are outstanding, if the Company issues, sells, grants, or agrees to issue, sell, or grant any shares of common stock, options, warrants, or debt that is convertible to common stock, at a price per share that is less than the exercise price, the exercise price will be reduced accordingly. This ratchet or round-down provision creates a derivative liability pursuant to EITF 07-05 Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock. To value the derivative liability, the Company utilized the Black-Scholes Option Pricing Model, which considered the Company’s quoted stock prices over a 10-year look-back period (volatility), risk-free 10-year US Treasury rates, the stated exercise price, and the Company’s quoted stock price on the issuance date (and on quarterly and annual reporting dates for periodic revaluation). No dividend yield is anticipated over the term of the warrants. The resulting change in derivative liability with corresponding expense was $70,000 for the year ended December 31, 2013. Black-Scholes inputs were as follows:

	July 3, 2013			December 31, 2013
	(Contract Date)
Volatility		560.79	%		585.93	%
Exercise price	$	10		$	10
Risk-free rate		2.52	%		3.04	%
Quoted stock price	$	7.60		$	14
Total warrant value	$	38,000		$	70,000

NOTE 6 – INCOME TAXES

In September 2009, the FASB issued Accounting Standards Update (ASU) 2009-06, Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities, which modifies the guidance on uncertain tax positions in FASB Accounting Standards Codification™ (ASC or Codification) 740, Income Taxes (formerly FASB Interpretation 48, Accounting for Uncertainty in Income Taxes), as follows:

·	Provides implementation guidance that is applicable for all entities

·	Amends the disclosure requirements for nonpublic entities by eliminating the requirements for certain disclosures

The Company currently has no issues that would mandate application of any deferred tax items or 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 a valuation 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 net operating losses totaling $8,~~448~~879,~~473~~760 and other deferred tax assets as of December 31, ~~2013~~2014 that may be offset against further taxable income. No tax benefit has been reported in the financial statements.

~~F-16~~Deferred tax assets and the valuation account as of December 31, 2014 and 2013 are as follows:

	2014			2013

Deferred tax asset:
Net operating loss carryforward	$	3,786,330		$	3,615,946
Stock compensation		770,975			570,933
Valuation allowance		(4,557,305	)		(4,186,879	)
	$	-		$	-

The components of income tax expense are as follows:

Current Federal Tax	$	-		$	-
Current State Tax		-			-
Change in deferred taxes		(370,426	)		(665,019	)
Change in allowance		370,426			665,019
	$	-		$	-

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 may be offset against future taxable income through 2034. Tax years beginning 2011 are open to examination by the IRS.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to future use.

F-15

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 6 – INCOME TAXES (Continued)

Deferred tax assets and the valuation account as of December 31, 2013 and 2012 are as follows:

	2013			2012
Deferred tax asset:
Net operating loss carryforward	$	3,615,946		$	3,289,634
Stock compensation		570,933			232,226
Valuation allowance		(4,186,879	)		(3,521,860	)
	$	-		$	-

The components of income tax expense are as follows:

Current Federal Tax	$	-		$	-
Current State Tax		-			-
Change in deferred taxes		(665,019	)		(635,057	)
Change in allowance		665,019			635,057
	$	-		$	-

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 may be offset against future taxable income through 2033. Tax years beginning 2011 are open to examination by the IRS.

NOTE 7 – NOTES PAYABLE

		December 31,			December 31,
		2013			2012
		2014			2013
Senior Secured Notes		$	-		$	77,500
Unsecured Notes Payable
Note payable to entity controlled by former officer(s), of the Company, unsecured, interest at 10% originally due December 31, 2010. Currently past due.			-
Note payable to former service provider, unsecured, interest at 10% originally due February 23, 2011. Currently past due.		$	59,448		$	59,448
Total Senior Secured Notes		$	-		$	77,500
Note payable to Vice President, unsecured, interest at 10% plus 1,000 shares originally due January 25, 2013. Net of discount. Currently past due.			10,000			10,000
Unsecured Notes		$	59,448		$	59,448
Note payable to unrelated investor, unsecured, interest at 10% originally due September 4, 2014. Currently past due.			25,000			25,000
Note payable to former service provider, unsecured, interest at 10% originally due February 23, 2011. Currently past due.			-
Note payable to unrelated investor, unsecured, interest at 8% due Mar 15, 2016.			10,230			-
Note payable to Vice President, unsecured, interest at 10% plus 1,000 shares originally due January 25, 2013. Net of discount. Currently past due.			10,000			8,432
Note payable to unrelated investor, unsecured, interest at 8% due Feb 24, 2016.			14,000			-
Note payable to unrelated investor, unsecured, interest at 10% originally due September 4, 2014. Currently past due.	-		25,000			25,000
Note payable to unrelated investor, unsecured, interest at 8% due Feb 16, 2016.			30,000			-
Long term portion			-			(25,000	)
Note payable to unrelated investor, unsecured, interest at 10% due Jan 24, 2016.			7,500			-
Total Unsecured Notes		$	94,448		$	67,880
Note payable to unrelated investor, unsecured, interest at 10% due April 1, 2016.			15,000			-
Note payable to unrelated investor, unsecured, interest at 10% due Nov 1, 2016.			50,000			-
Note payable to unrelated investor, unsecured, interest at 10% due July 11, 2016.			8,000			-
Note payable to unrelated investor, unsecured, interest at 10% due July 28, 2016.			3,300			-
	-
Long term portion			(138,030	)		-
Total Unsecured Notes Payable, current maturities		$	94,448		$	94,448

F-1716

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 7 – NOTES PAYABLE (Continued)

		December 31,			December 31,
		2013			2012
		2014			2013
Debt Conversion Liability
Convertible Notes Payable
Convertible Debt Liability-Banner1		$	100,000		$	100,000
Convertible Debt Liability - Banner1		$	100,000		$	100,000
Discount Convertible debt-Banner 1			-			-
Discount Convertible debt - Banner 1			-			-
Note payable to unrelated investor, unsecured, interest at 10% originally due March 12, 2012. Currently past due.			-			-
Note is convertible into common stock at the higher of $50 per share or a 10% discount to the market price			-
Note is convertible into common stock at the higher of $.50 per share or a 10% discount to the market price			-			-
Convertible Debt Liability-Banner2			100,000			100,000
Convertible Debt Liability - Banner2			100,000			100,000
Discount Convertible debt-Banner 2			-			-
Discount Convertible debt - Banner 2			-			-
Note payable to unrelated investor, unsecured, interest at 10% originally due August 4, 2012. Currently past due.			-			-
Note is convertible into common stock at the higher of $50 per share or a 10% discount to the market price			-
Note is convertible into common stock at the higher of $.50 per share or a 10% discount to the market price			-			-
Convertible debt liability-Banner3			100,000			100,000
Convertible debt liability - Banner3			100,000			100,000
Discount Convertible debt-Banner 3			-			(192	)
Discount Convertible debt - Banner 3			-			-
Note payable to unrelated investor, unsecured, interest at 10% originally due January 14, 2013. Currently past due.			-			-
Note is convertible into common stock at the higher of $.50 per share or a 10% discount to the market price			-			-
Convertible debt liability-Banner4			50,000			50,000
Convertible debt liability - Banner4			50,000			50,000
Discount Convertible debt-Banner 4			-			(203	)
Discount Convertible debt - Banner 4			-			-
Note payable to unrelated investor, unsecured, interest at 10% originally due March 13, 2013. Currently past due.			-			-
Note is convertible into common stock at the higher of $50 per share or a 10% discount to the market price			-
Note is convertible into common stock at the higher of $.50 per share or a 10% discount to the market price			-			-
Convertible debt liability - JPA			62,542			62,542
Discount convertible debt-JPA			-			-
Discount convertible debt - JPA			-			-
Note payable to unrelated investor, unsecured, interest at 10% originally due November 15, 2012. Currently past due.			-			-
Note is convertible into common stock at $1 per share			-			-
Convertible debt liability - Quest			240,000			240,000
Discount convertible debt-Quest			-			-
Discount convertible debt - Quest			-			-
Note payable to unrelated investor, unsecured, interest at 10% originally due November 15, 2012. Currently past due.			-			-
Note is convertible into common stock at $1 per share			-			-
Convertible debt liability - Grid			10,500			10,500
Discount convertible debt-Grid			-			-
Discount convertible debt - Grid			-			-
Note payable to unrelated investor, unsecured, interest at 10% originally due May 22, 2011. Currently past due.			-			-
Note is convertible into common stock at $1 per share			-			-
Convertible debt liability - MJ Rich			50,000			50,000
Discount convertible debt-MJ Rich			(118	)		(618	)
Discount convertible debt - MJ Rich			-			(118	)
Note payable to unrelated investor, unsecured, interest at 10% due March 08, 2014. Currently past due.			-			-
Note is convertible into common stock at $1 per share			-			-
Long term portion			-			~~(49,382~~-	)
		$	712,924		$	662,647
Total Convertible Notes Payable, net of discounts, current maturities		$	713,042		$	712,924
Maturities of notes payable	~~2013~~Past due	$	-807,490		$	~~808~~807,~~027~~372
Maturities of notes payable	~~2014~~2015	$	~~807,372~~-		$	~~74,382~~-
Total notes payable		$	807,372		$	882,409
Maturities of notes payable	2016		138,030			-
Accrued interest on notes payable		$	258,265		$	215,957
		$	945,520		$	807,372
Accrued interest on notes payable		$	349,085		$	258,266

All conversion rates are stated at pre-reverse stock split amounts

F-1817

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 8 – STOCKHOLDERS' EQUITY

On March 27, 2015, the Company’s request to FINRA for a Corporate Action Request of a Stock-Reverse split at a ratio of 1:1,000 became effective. All per share amounts and shares outstanding for all periods reflect the Company’s 1-for-1000 reverse stock split.

During the year ended December 31, ~~2013~~2014, the Company issued an aggregate 6331,200 shares of common stock for milestone vesting in connection with ~~the signing of~~ employment agreements. Accordingly, common stock and additional paid in capital have been charged $6331 and $~~543~~194,~~297~~848 respectively. For milestone issuances, the expense is booked immediately. For shares issued as prepayment, the fair value of the shares has been treated as an offset to equity and is amortized over the life of the employment agreements. The Company expensed $~~397~~194,~~200~~879 and $~~288~~379,~~000~~200 for milestone issuances, and amortized $~~339~~366,~~817~~720 and $~~254~~339,~~584~~817 in prepaid stock during the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively.

During the year ended December 31, 2013, the Company issued an aggregate 12,500 shares of common stock for consulting services. Accordingly, common stock and additional paid in capital have been charged $13 and $128,987 respectively

During the year ended December 31, 2013, the Company issued an aggregate 1,500 shares of common stock at $10-$20 pursuant to private placements. Accordingly, common stock and additional paid in capital have been charged $2 and $19,998 respectively

During the year ended December 31, 2012, the Company issued an aggregate 36,000 shares of common stock in connection with the signing of employment agreements. Accordingly, common stock and additional paid in capital have been charged $36 and $935,964 respectively. The fair value of the shares has been treated as offset to equity and will be amortized over the life of the employment agreements.

During the year ended December 31, 2012, the Company issued an aggregate 20,000 shares of common stock in connection with the employment agreements. Accordingly, common stock and additional paid in capital have been charged $20 and $287,980 respectively.

During the year ended December 31, 2012, the Company issued an aggregate 372 shares of common stock at $50 pursuant to a private placement. Accordingly, common stock and additional paid in capital have been charged $0 and $18,600 respectively.

NOTE 9 – STOCK OPTION PLAN

On May 4, 2004, the Company approved and adopted the 2004 Stock Option/Stock Issuance Plan, which ~~allows~~allowed 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~~allowed ~~may~~to be optioned and sold under the plan iswas 250,000,000. The plan became effective with its adoption and ~~remains~~remained in effect for ten years, however, options ~~expire~~expired five years from grant, unless terminated earlier. The option plan was not renewed and expired at its term. Options granted under the plan ~~vest~~vested according to terms imposed by the Plan Administrator. The Administrator ~~may~~could not impose a vesting schedule upon any option grant which iswas 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.

F-1918

Table of Contents

TRYCERA FINANCIAL, INC.

Notes to Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

NOTE 9 – STOCK OPTION PLAN (Continued)

The following schedule summarizes the activity during the periods ending December 31, ~~2013~~2014 and December 31, ~~2012~~2013 respectively:

	2004 Stock Plan
			Weighted
	Amount		average
	of		exercise
	shares		price

Outstanding at January 1, 2014		-	$	-
Options Granted		-		-
Options Exercised		-		-
Options Canceled/expired		-		-
Options Outstanding at December 31, 2014		-	$	-
Options Exercisable at December 31, 2014		-	$	-

	2004 Stock Plan
			Weighted
	Amount		average
	of		exercise
	shares		price

Outstanding at January 1, 2013		-	$	-
Options Granted		-		-
Options Exercised		-		-
Options Canceled/expired		-		-
Options Outstanding at December 31, 2013		-	$	-
Options Exercisable at December 31, 2013		-	$	-

	2004 Stock Plan
			Weighted
	Amount		average
	of		exercise
	shares		price
Outstanding at January 1, 2012		-	$	-
Options Granted		-		-
Options Exercised		-		-
Options Canceled/expired		-		-
Options Outstanding at December 31, 2012		-	$	-
Options Exercisable at December 31, 2012		-	$	-

The amount of stock option compensation expense was $0 and $0 for the years ended December 31, 2014 and 2013, respectively. The expense was calculated using the Black-Scholes option pricing model. There are no employee stock options outstanding and exercisable under this plan as of December 31, 2014 and December 31, 2013.

There are no employee stock options outstanding and exercisable under this plan as of December 31, 2013 and December 31, 2012.

NOTE 10 – GOING CONCERN

The Company has had recurring operating losses since inception and is dependent upon financing to continue operations. These factors indicate that the Company may be unable to continue in existence should immediate and short term financing options not be available. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue its existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Currently the Company has $~~473~~0 cash on hand and ~~few~~no material assets. In addition, the Company has not established nor maintained a recurring source of revenues to sufficiently cover or offset any current, anticipated or planned operating costs to allow it to continue as a going concern. It is the intent of the Company to find additional capital funding and/or a profitable business venture to acquire or merge.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

The Company has not accrued current year employee base salaries totaling $768,000 pursuant to employment agreements, as the respective employees have not worked forty hours per week (as required by the employment agreements) because the work has not been available due the Company’s inability to sustain consistent, profitable operations. Management has assessed the likelihood of the employees pursuing and successfully claiming 2014 base salaries as reasonably possible, and has thus elected to disclose but not record these salaries, in accordance with ASC 450-20 Loss Contingencies.

In January 2012, the Company received Notices of Claim from two former employees seeking back-wages of approximately $240,000 pursuant to the Company’s alleged breach of their employment agreements. In October 2013, the Company filed counter claims against the employees claiming, among other violations, breach of contract and fraud. The Company is seeking damages in excess of the back-wages, and cannot determine at this time, the amount or likelihood of any gains or losses that may result from these claims.

F-2019

Filing Compare · Trycera Financial, Inc.