UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~September~~March 3031, ~~2013~~2015

¨	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)

(949) 705-4480

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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. Yes ¨x No x¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 x¨

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 the 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 (Do not check if a smaller reporting company) Smaller reporting company x

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x

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

At June 1510, ~~2014~~2015, there were ~~623~~15,~~673~~844,~~447~~673 shares of the registrant’s Common Stock outstanding, par value $0.001 per share.

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TRYCERA FINANCIAL, INC.

Table of Contents

PART I FINANCIAL INFORMATION		PAGE
Item 1.	Financial Statements (Unaudited)	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	129
Item 3.	Quantitative and Qualitative Discussion About Market Risk	1713
Item 4T.	Controls and Procedures	1713
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	1814
Item 1A.	Risk Factors	1814
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1814
Item 3.	Defaults Upon Senior Debt	1914
Item 4.	(Removed and Reserved)	1915
Item 5.	Other Information	1915
Item 6.	Exhibits	1915
SIGNATURE PAGE		2016

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FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements and information that are based on assumptions made by management and on information currently available. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and similar expressions, as they relate to our company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others the following: changes in federal, state or municipal laws governing the distribution and performance of financial services; a general economic downturn; our startup phase of operations; reliance on third party processors and product suppliers; the inability to locate suitable acquisition targets; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected.

Unless otherwise provided in this report, references to “we”, “us”, “our” and “Company” refer to Trycera Financial, Inc.

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Trycera Financial, Inc.

Balance Sheets

	September 30			December 31
	March 31,			December 31,
	2013			2012
	2015			2014
	(Unaudited)
	(unaudited)
Assets
Current Assets
Cash	$	~~507~~-		$	~~473~~-
Prepaid expenses and other current assets		464,~~761~~275			259,~~000~~025
Total Current Assets		474,~~268~~275			259,~~473~~025
Property & Equipment, net		74,~~420~~228			94,~~016~~759
Total Fixed Assets		74,~~420~~228			94,~~016~~759
Total Assets	$	548,~~688~~503		$	3413,~~489~~784
Liabilities & Stockholders’ Deficit
Current Liabilities
Accounts payable	$	690,686		$	692,186
Bank overdraft	$	130		$	348
Accounts payable		758,666			749,666
Accounts payable - related parties		179,565			179,565
Portfolio reserves		34,774			34,774
Accrued expenses		2,~~102~~198,~~081~~852			12,~~500~~180,~~870~~765
Unsecured notes, current maturities		94,448			67,880
Debt settlement liability, net		144,428			141,355
Senior secured notes, current maturities		-			77,500
Derivative liability		75,000			100,000
Convertible notes payable, net of discounts, current maturities		712,799			662,647
Unsecured notes payable, current maturities		94,448			94,448
Total Current Liabilities		3,814,353			3,215,422
Convertible notes payable, net of discounts, current maturities		713,042			713,042
Total Current Liabilities		4,198,905			4,193,963
Long-term Liabilities
Unsecured notes, less current maturities		-			25,000
Unsecured notes payable, less current maturities		148,030			138,030
Convertible notes payable, net of discounts, less current maturities		-			49,382
Total Long-term Liabilities		148,030			138,030
Total Long-term Liabilities		-			74,382
Total Liabilities		4,346,935			4,331,993
Total Liabilities		3,814,353			3,289,804
Commitments		-			-
Stockholders’ Deficit
Preferred stock, 20,000,000 shares authorized, $.001 par value; none issued and outstanding		-			-
Common stock, 2,000,000,000 shares authorized at $.001 par value; 618,673,447 and 559,273,447 shares issued and outstanding, respectively		618,673			559,273
Common stock, 500,000,000 shares authorized at $.001 par value; 669,673 and 667,673 shares issued and outstanding, respectively		670			668
Additional paid in capital		1011,~~086~~116,~~612~~694			911,~~640~~086,~~852~~696
Prepaid stock compensation		(640,024	)		(724,001	)
Prepaid stock - employees		(58,314	)		(181,624	)
Accumulated deficit		(1315,~~824~~397,~~926~~482	)		(1215,~~731~~223,~~439~~949	)
Total Stockholders’ Deficit		(34,~~759~~338,~~665~~432	)		(34,~~255~~318,~~315~~209	)
Total Liabilities & Stockholders’ Deficit	$	548,~~688~~503		$	3413,~~489~~784

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.

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~~(unaudited)~~Trycera Financial, Inc.

	For the Three Months Ended						For the Nine Months Ended
	Sep 30,			Sep 30,			Sep 30,			Sep 30,
	2013			2012			2013			2012
Revenues	$	7,497		$	813		$	12,064		$	1,652
		7,497			813			12,064			1,652
Cost of Sales		2,628			295			3,828			722
Gross Profit (loss)		4,869			518			8,236			930
Expenses
Salaries and wages		203,519			150,000			386,979			322,500
Stock based compensation		115,200			112,000			264,000			192,000
Professional fees		12,766			9,000			36,814			29,000
General & administrative		131,711			125,382			348,287			382,809
Total Expenses		463,196			396,382			1,036,080			926,309
Loss from Operations		(458,327	)		(395,864	)		(1,027,844	)		(925,379	)
Other Income (Expense)
Interest expense		(20,298	)		(23,604	)		(65,643	)		(148,454	)
Total Other Income (Expense)		(20,298	)		(23,604	)		(65,643	)		(148,454	)
Loss before tax		(478,625	)		(419,468	)		(1,093,487	)		(1,073,833	)
Income tax		-			-			-			-
Net Loss	$	(478,625	)	$	(419,468	)	$	(1,093,487	)	$	(1,073,833	)
Basic loss Per Share:
Loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net Loss Per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Shares		609,223,996			543,077,795			576,487,000			523,554,268

Statements of Operations

The accompanying notes are an integral part of these financial statements

	For the 3 Months Ended
	March 31, 2015			March 31, 2014
	(unaudited)			(unaudited)

Revenues	$	6,878		$	6,140
		6,878			6,140

Cost of Sales		111			299
Gross Profit (loss)		6,767			5,841

Expenses
Salaries and wages		153,310			143,403
Professional fees		9,008			9,000
Other selling, general and administrative		15,734			79,372

Total Expenses		178,052			231,775

Loss from Operations		(171,285	)		(225,934	)

Other Income (Expense)
Derivative liability gain (loss)		25,000			-
Interest expense		(27,248	)		(24,735	)
Total Other Income (Expense)		(2,248	)		(24,735	)

Loss before tax		(173,533	)		(250,669	)
Income tax		-			-
Net Loss	$	(173,533	)	$	(250,669	)

Basic loss Per Share:
Loss per share	$	(0.26	)	$	(0.39	)
Net Loss Per Share	$	(0.26	)	$	(0.39	)

Weighted Average Shares		667,695			636,615

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.

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~~(Unaudited)~~Trycera Financial, Inc.

	For the Nine Months Ended
	September 30,			September 30,
	2013			2012
Cash Flows from Operating Activities
Net Loss	$	(1,093,487	)	$	(1,073,833	)
Adjustments to reconcile net loss to net cash used by operations;
Depreciation and amortization		1,596			1,595
Amortization of prepaid stock compensation		248,137			368,583
Amortization of discount on note payable		2,338			85,474
Stock issued for services		321,000			-
Changes in operating assets and liabilities;
(Increase) decrease in prepaid and other current assets		(21,761	)		37,500
(Increase) decrease in deposits/reserves		-			6,711
Increase (decrease) in accounts payable		(1,500	)		114,227
Increase (decrease) in accrued expenses		523,711			368,130
Net Cash Used by Operating Activities		(19,966	)		(91,613	)
Cash Flows from Financing Activities
Proceeds from the sale of common stock		20,000			18,600
(Increase) decrease in bank overdraft		-			(136	)
Proceeds from issuance of unsecured notes		-			75,000
Net Cash Provided by Financing Activities		20,000			93,464
Net Increase (Decrease) in Cash and Cash Equivalents		34			1,851
Cash and Cash Equivalents at Beginning of Period		473			179
Cash and Cash Equivalents at End of Period	$	507		$	2,030
Cash Paid For:
Interest	$	-		$	-
Income Taxes	$	-		$	-
Non-Cash Financing Activities:
Common stock/options issued for services and deferred compensation	$	485,160		$	2,352,000
Common stock issued for accounts payable and accrued expenses	$	-		$	656,000
Common stock issued for debt	$	-		$	-
Common stock issued for prepaid assets	$	57,000		$	-

Statements of Cash Flows

The accompanying notes are an integral part of these financial statements

	For the 3 Months Ended
	March 31,			March 31,
	2015			2014
	(unaudited)			(unaudited)
Cash Flows from Operating Activities
Net Loss	$	(173,533	)	$	(250,669	)
Adjustments to reconcile net loss to net cash used by operations;
Depreciation and amortization		531			532
Amortization of prepaid stock - consultants		4,750			45,400
Amortization of prepaid stock - employees		123,310			91,680
Amortization of discount on note payable		3,073			3,191
Derivative liability (gain) loss		(25,000	)		-
Stock issued for services		30,000			51,200
Changes in operating assets and liabilities;
Increase (decrease) in accounts payable		9,000			(17,709	)
Increase (decrease) in accrued expenses		18,087			9,879
Net Cash Used by Operating Activities		(9,782	)		(66,496	)

Cash Flows from Financing Activities
Proceeds from issuance of notes payable		10,000			61,730
(Increase) decrease in bank overdraft		(218	)		735
Net Cash Provided by Financing Activities		9,782			62,465

Net Increase (Decrease) in Cash and Cash Equivalents		-			(4,031	)
Cash and Cash Equivalents at Beginning of Period		-			4,031
Cash and Cash Equivalents at End of Period	$	-		$	-

Cash Paid For:
Interest	$	-		$	-
Income Taxes	$	-		$	-
Non-Cash 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.

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TRYCERA FINANCIAL, INC.

Notes to Financial Statements

NOTE 1 – GENERAL

The accompanying condensed financial statements of the Company have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the results of operations of the Company for the periods presented. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, ~~2012~~2014. The results of operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2015, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2013~~2015.

NOTE 2 – 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 minimal cash on hand and few material assets outside key intellectual property. In addition, the Company has not established ~~nor~~or 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, grow revenues organically through new program launches and marketing campaigns, and/or a profitable business venture to acquire or merge.

NOTE 3 – SIGNIFICANT TRANSACTIONS

On ~~August~~January 68, ~~2013~~2015, the Company ~~entered into a two year consulting agreement with a private firm for the purpose of marketing the Company~~’s ~~products~~Board ~~and~~of ~~services~~Directors ~~through~~accepted ~~television, internet, and various other media outlets. Under~~ the ~~agreement~~resignation ~~the Consulting Firm was granted stock options for one million (1,000,000) shares~~ of ~~common~~its ~~stock~~Officers ~~restricted~~Steve ~~under~~Rowe ~~Rule~~and ~~144~~Hector atAlvarez anwho ~~exercise~~indicated ~~price~~they ofwanted ~~one~~to ~~cent~~freely ~~which~~pursue ~~the~~other ~~Consultant executed upon signing the agreement~~interests. ~~The Consultant was also granted the option for an additional four million (4,000,000) shares of common stock restricted under Rule 144 at an exercise price of four cents.~~

On ~~July~~January 228, ~~2013~~2015, the Company’s ~~issued~~Board ~~its~~of ~~employees~~Directors ~~Hector~~accepted ~~Alvarez~~the ~~and~~resignation ~~Shampa Mitra-Reddy shares~~ of ~~common~~its ~~stock~~Director ~~restricted~~Hector ~~under Rule 144, pursuant to their respective employment agreements. Mr.~~ Alvarez ~~was issued thirty eight million (38,000,000) shares~~ and ~~Ms.~~his ~~Mitra-Reddy~~appointed ~~was~~replacement ~~issued~~Norman ~~thirty four million (34,000,000) shares~~Hardy.

On ~~July~~March 216, ~~2013~~2015, the Company ~~entered~~filed ~~into~~the ~~new~~required ~~Settlement~~application ~~Agreements~~along with ~~Sagosa~~all ~~Capital,~~supplemental ~~Ecewa~~documentation ~~Capital,~~with ~~Curo~~FINRA ~~Capital,~~requesting ~~Hang~~them ~~Dang, and Luan Dang which where all former parties~~ to ~~the~~review ~~Company~~ and ~~had~~complete ~~expired Settlement Agreements with~~ the ~~Company. Under~~Corporate ~~the~~Action ~~new~~Request ~~Agreements~~of ~~reached with~~ the ~~above named parties, the~~ Company ~~paid~~to ~~seven~~complete ~~thousand~~a ~~five~~Stock-Reverse ~~hundred~~at ~~dollars ($7,500) as~~ a ~~nonrefundable~~ratio ~~deposit and agreed to make twenty four (24) additional payments~~ of ~~five thousand nine hundred thirty-seven dollars and fifty cents ($5~~1:1,~~937~~000.~~50).~~ ~~These~~This ~~additional~~Corporate ~~payments~~Action ~~are~~was toApproved ~~begin~~and ~~once~~became ~~the~~Effective ~~Company~~as ~~secures a minimum investment~~ of ~~two~~March ~~hundred~~27, ~~fifty thousand dollars within ninety days of the executed settlement agreements~~2015. The ~~Creditor~~effects ~~Parties~~of ~~listed above have~~ the ~~right~~reverse tostock ~~rescind~~split ~~the~~have ~~newly~~been ~~executed~~retroactively ~~Settlement~~applied ~~Agreements if the Company fails~~ to ~~begin~~all ~~the~~periods ~~payments within ninety days~~presented. ~~In addition to the cash payments, the Parties were granted ten year Warrants for a total of five million shares at an excise price of one cent.~~

On ~~July~~March 123, ~~2013~~2015, the Company ~~entered~~received ~~into a subscription agreement with a private individual for ten thousand dollars (~~$10,000) inpursuant ~~exchange~~to ~~for~~a ~~five~~two-year, ~~hundred thousand (500~~10%,~~000)~~ ~~shares~~unsecured ofpromissory ~~common~~note ~~stock~~with ~~Restricted~~an ~~under~~independent ~~Rule 144~~party.

NOTE 4 – CONTINGENCIES

The Company has not accrued employee base salaries approximating $800,000 pursuant to employment agreements during the year ended December 31, 2014 or the quarter ended March 31, 2015, 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 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.

~~NOTE~~Table 4of ~~– REVENUE RECOGNITION~~Contents

~~The~~NOTE ~~Company’s~~5 ~~revenue~~– isSUBSEQUENT derived from payment reporting products and a suite of personal financial products and services designed to assist consumers with their personal budgets and credit needs. 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 is reasonably assured.EVENTS

~~NOTE~~Pursuant 5to –FASB ~~DEBT~~ASC 855-10-50-1, the Company has evaluated subsequent events through the date these financial statements to be issued. Accordingly the following material events occurred subsequent to the quarter ended March 31, 2015:

	September 30,		December 31,
	2013		2012
Senior Secured Notes
Note payable to entity controlled by former officer(s), of the Company, unsecured, interest at 10% originally due December 31, 2010. Currently past due.	$	-	$	77,500
Total Senior Secured Notes	$	-	$	77,500
Unsecured Notes
Note payable to former service provider, unsecured, interest at 10% originally due February 23, 2011. Currently past due.	$	59,448	$	59,448
Note payable to Vice President, unsecured, interest at 10% plus 1,000,000 shares originally due January 25, 2013. Net of discount. Currently past due.		10,000		8,432
Note payable to unrelated investor, unsecured, interest at 10% originally due September 4, 2014. Currently past due.		25,000		25,000
Long term portion		-		(25,000	)
Total Unsecured Notes	$	94,448	$	67,880

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.

On April 6 and April 22, 2015, the Company received $5,000 and $2,000, respectively, pursuant to two-year, 10%, unsecured promissory notes with one of its Directors. The notes were repaid in full on May 15, 2015.

On April 14, 2015, the Company received notice of conversion and agreed to convert $37,500 of the Note with Herbert Banner 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 Note with MJ Rich Media Corporation 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 15, 2015, the Company’s President forgave $314,372 in accrued officer compensation and reimbursable expenses owed him.

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

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).

	September 30,			December 31,
	2013			2012
Debt Conversion Liability
Convertible Debt Liability-Banner1	$	100,000		$	100,000
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 $.05 per share or a 10% discount to the market price
Convertible Debt Liability-Banner2		100,000			100,000
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 $.05 per share or a 10% discount to the market price
Convertible debt liability-Banner3		100,000			100,000
Discount Convertible debt-Banner 3		-			(192	)
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 $.05 per share or a 10% discount to the market price
Convertible debt liability-Banner4		50,000			50,000
Discount Convertible debt-Banner 4		-			(203	)
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 $.05 per share or a 10% discount to the market price
Convertible debt liability - JPA		62,542			62,542
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 $.001 per share
Convertible debt liability - Quest		240,000			240,000
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 $.001 per share
Convertible debt liability - Grid		10,500			10,500
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 $.001 per share
Convertible debt liability - MJ Rich		50,000			50,000
Discount convertible debt-MJ Rich		(243	)		(618	)
Note payable to unrelated investor, unsecured, interest at 10% due March 08, 2014. Currently past due. Note is convertible into common stock at $.001 per share
Long term portion		-			(49,382	)
	$	712,799		$	662,647
Maturities of notes payable 2013	$	732,490		$	808,027
Maturities of notes payable 2014		74,757			74,382
	$	807,247		$	882,409
Accrued interest on notes payable	$	238,278		$	215,957

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NOTE 6 – SUBSEQUENT EVENTS

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 10, 2014, the Company received notice from FINRA that the Company’s request for them to review and complete the Corporate Action Request of the Company to complete a Stock-Reverse at a ratio of 1:1,000 would be denied until the Company’s SEC filings were current.

On April 1, 2014, the Company entered into a two year 10% convertible note with a private party, totaling $15,000. The note can be converted into post-reverse common stock at a rate of $0.20 per share.

On March 15, 2014, the Company assigned two (2) debt items, respectively $5,361.50 and $4,598.10, to a private individual, in exchange for a convertible promissory note which can be converted into post-reverse common stock at a rate of $0.28 per share.

On February 24, 2014, the Company assigned a debt item totaling $14,000, to a private individual, in exchange for a convertible promissory note which can be converted into post-reverse common stock at a rate of $0.28 per share.

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).

On February 18, 2014, the Company entered into a two year 10% convertible note with a private party, totaling $30,000. The note can be converted into post-reverse common stock at a rate of $0.20 per share.

On February 12, 2014, 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.

On January 31, 2014, the Company amended the employment agreement with Carl Giese. Pursuant to the Amendment, accrued wages thru January 31, 2014, which totaled $105,000 will be exchanged for 105,000 shares of post-reverse common stock. In addition, the original stock incentive package totaling 25,000,000 shares will be replaced with a new stock incentive package totaling 2,000,000 shares of post-reverse common stock. The common stock in the new stock incentive package will vest in twelve (12) equal installments on a quarterly basis beginning April 1, 2014.

On January 31, 2014, the Company amended the employment agreement with Lisa Bilyeu. Pursuant to the Amendment, accrued wages thru January 31, 2014, which totaled $28,000 will be exchanged for 28,000 shares of post-reverse common stock. In addition, the original stock incentive package totaling 10,000,000 shares will be replaced with a new stock incentive package totaling 1,000,000 shares of post-reverse common stock. The common stock in the new stock incentive package will vest in twelve (12) equal installments on a quarterly basis beginning April 1, 2014.

On January 31, 2014, the Company amended the employment agreement with Shampa Mitra-Reddy. Pursuant to the Amendment, accrued wages thru January 31, 2014, which totaled $270,000 will be exchanged for 270,000 shares of post-reverse common stock. In addition, the original stock incentive package totaling 50,000,000 shares will be replaced with a new stock incentive package totaling 2,500,000 shares of post-reverse common stock. The common stock in the new stock incentive package will vest in twelve (12) equal installments on a quarterly basis beginning April 1, 2014.

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On January 31, 2014, the Company amended the employment agreement with Hector Alvarez. Pursuant to the Amendment, accrued wages thru January 31, 2014, which totaled $322,500 will be exchanged for 322,500 shares of post-reverse common stock. In addition, the original stock incentive package totaling 50,000,000 shares will be replaced with a new stock incentive package totaling 2,000,000 shares of post-reverse common stock. The common stock in the new stock incentive package will vest in twelve (12) equal installments on a quarterly basis beginning April 1, 2014.

On January 31, 2014, the Company amended the employment agreement with Steve Rowe. Pursuant to the Amendment, accrued wages thru January 31, 2014, which totaled $105,000 will be exchanged for 105,000 shares of post-reverse common stock. In addition, the original stock incentive package totaling 25,000,000 shares will be replaced with a new stock incentive package totaling 2,000,000 shares of post-reverse common stock. The common stock in the new stock incentive package will vest in twelve (12) equal installments on a quarterly basis beginning April 1, 2014.

On January 31, 2014, the Company amended the consulting agreement with Norman Hardy. Pursuant to the Amendment, the unissued shares of the original stock incentive package totaling 10,000,000 shares will be replaced with a new stock incentive package totaling 2,500,000 shares of post-reverse common stock. The common stock in the new stock incentive package will vest in twelve (12) equal installments on a quarterly basis beginning April 1, 2014.

On January 31, 2014, the Company amended the consulting agreement with Heather Bilyeu. Pursuant to the Amendment, a new stock incentive package totaling 250,000 shares of post-reverse common stock supersedes all previous agreements. The common stock in the new stock incentive package will be issued in five installments of 50,000 shares on a quarterly basis beginning April 1, 2014.

On January 31, 2014, the Company amended the consulting agreement with Manishka Investments. Pursuant to the Amendment, the unexercised share option of the original stock incentive package totaling 4,000,000 shares will be replaced with a new stock incentive package totaling 250,000 shares of post-reverse common stock. The common stock in the new stock incentive package will be issued in five installments of 50,000 shares on a quarterly basis beginning April 1, 2014.

On January 24, 2014, the Company entered into a two year 10% convertible note with a private party, totaling $7,500. The note can be converted into post-reverse common stock at a rate of $0.20 per share.

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.

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 million (5,000,000) shares of common stock restricted under Rule 144.

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 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 October 8, 2013, the Company filed a Form D with the Securities and Exchange 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 anticipated to be $50,000.

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Item 2. 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 filed with the Securities and Exchange Commission.

Overview

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. ~~The~~At that time, the Company ~~has~~had no material assets ~~and~~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 ~~re-~~established in ~~2009~~the second quarter of 2012, the Company ~~restarted~~began operations. The core focus of the restarted operations iswas ~~marketing~~to market a prepaid card ~~products,~~product coupled with a payment reporting ~~products~~system and a suite of ~~personal~~ financial products and services. As a result, ~~and at this time,~~ the Company ~~does~~didn’t ~~not~~ plan toon ~~reinstate~~reinstating its previous program management status, and ~~will~~intended ~~instead~~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 ~~will~~focused ~~focus~~ on the marketing of network branded third party card programs that ~~can~~could adopt ~~our~~the Company’s payment reporting platform within their technical infrastructure. By leveraging existing card platforms and portfolios, we ~~should~~intended ~~be able~~ to aggregate more payment reporting customers. The Company ~~has~~worked ~~also~~on ~~begun~~developing ~~negotiations~~and tointegrating ~~engage~~a ~~businesses~~sophisticated inmoney ~~the~~management ~~sales~~and ~~process. The~~educational ~~targeted~~portfolio ~~focus of the Company is~~ to ~~partner~~better ~~with~~assist ~~businesses~~consumers ~~which~~in ~~deliver~~navigating ~~non-bank~~the ~~personal and~~ financial ~~services~~system ~~such~~here asin ~~insurance~~the ~~agencies,~~United ~~micro-loan centers, rent to own, local/regional credit unions and check cashing businesses~~States. As The oftargeted ~~the~~focus ~~date~~ of ~~this report,~~ the Company has always been ~~engaged~~to inpartner awith ~~host~~businesses ofsuch ~~negotiations~~as ~~for~~mortgage ~~various~~companies ~~credit~~and ~~products,~~auto ~~budgeting~~dealerships ~~tools,~~that ~~payment~~currently ~~reporting~~have ~~products,~~real-time ~~strategic~~credit ~~arrangements and operating agreements~~turndowns. ~~While~~These ~~various~~customers ~~new agreements~~ are inprime ~~place,~~candidates itfor isthe ~~indeterminable~~Company’s ~~how~~suite ~~such~~of ~~agreements~~products ~~may~~and ~~positively~~services. Utilizing orthe ~~adversely~~relationships ~~affect~~established over the ~~business. As a result~~years, the Company, ~~while~~continues ~~attempting~~ to ~~generate~~feel ~~newfound~~it ~~revenue~~can ~~streams,~~generate ~~will~~organic ~~continue~~revenues ~~seeking~~which ~~opportunities~~will ~~for outside business ventures and raising funds to aid~~ in ~~launching~~turn ~~new~~help ~~opportunities, work~~ to ~~begin~~attract ~~generating~~investment ~~organic~~dollars ~~revenues~~so ~~and~~that ~~developing~~management ~~strategic~~can ~~alliances~~properly ~~and~~run ~~payment~~the ~~reporting partnerships~~Company.

All throughout 2014 and into 2015, the Company has continued to focus its primary operational efforts on the technical infrastructure and build-out of the Live Agent auto dealer kiosk program in addition to rebranding its financial and credit services product line. These efforts have seen limited forward progress due to setbacks which occurred from the failed delivery of committed investments from several groups. The lack of working capital and limited resources has caused delays in progress.

Despite the constant delays, the Company has continued to make progress on the completion of the technical build-out of the newly-branded product line and had limited success in its beta testing. The Company has continued working closely with existing vendors along with new potential partners and associations in efforts to get results from enrolling real consumers into the Company’s program. Key management personnel have continued their efforts to enter 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.

In continuing with the direction outlined throughout the previous 4 years, the Company has continued to focus on developing marketing partnerships to facilitate the distribution of its Live Agent auto dealer kiosks and also various channels to provide the Company’s consumer financial and credit products, 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 2014, the Company designed a new brand for its product line, which it now calls “Successful Habits of The Rich!™”. This product line includes three (3) separate products we call RichMoney™, RichCredit™, and RichWealth™.

The purpose of the rebranding was to make the Company’s product line more attractive and more stream lined for consumers to utilize and understand. The Company worked on converting all previously developed components into one (1) online web portal which consumers will more easily be able to access and utilize. This was also a requirement for the product line to be efficiently incorporated into the kiosks. This business model is currently being developed and beta tested and is expected to take significant time and resources to complete and launch.

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The Company believes its current direction and strategy will be able to offer more a 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.

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 their 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 their retirement. It is because of these factors the Company feels its product line is superior to any other program on the market.

Recent Developments

For the ~~three~~first ~~quarters~~quarter ending ~~September~~March 3031, ~~2013~~2015, all primary operational efforts ~~have~~were ~~been~~ prioritized and focused on ~~the~~beta ~~planned~~testing ~~rollout~~and ofdeveloping the Company’s ~~products~~newly ~~and~~developed ~~services. This~~product ~~effort~~line ~~continues~~and ascontinued aefforts ~~spillover from the delays associated with the restarted operations dating back~~ to ~~2009. Failures~~Beta totest ~~secure sustained funding for operations have hampered operational efforts and delayed product rollouts but the Company has begun marketing~~ its ~~product~~Live ~~line~~Agent onAuto aDealer ~~limited~~Kiosk ~~basis. The~~system ~~shortfalls~~along inwith ~~funding~~finalizing ~~are~~ the ~~direct~~technical ~~result~~infrastructure offor ~~three groups over~~ the ~~course~~Company’s ofcredit aand ~~two~~money ~~year~~management ~~period failing to deliver on promised funds under signed placement agreements~~programs. Despite working capital shortfalls and operational delays, the Company continues its ~~progress,~~ongoing ~~though~~technical ~~limited at best~~build-out, and the Company has continued working closely with new partners and associations in efforts to ~~generate~~position ~~customer~~the ~~awareness~~suite of products and ~~generate~~services ~~revenues~~to ~~for~~be marketed throughout the ~~Company~~first quarter of 2015. Throughout ~~the~~this first ~~three~~quarter ~~quarters~~ and subsequently thereafter, the Company ~~also~~ engaged in ~~signing~~negotiating contemplated new agreements, terminating existing agreements, and restructuring ~~deals~~its debt to help ensure the viability of the entity long-term. Key management personnel have continued entering into new distribution, strategic partnerships and operating agreements in support of the payment reporting, credit building and financial products that is now the backbone of the financial industry. The Company has refocused away from needing to be a marketer of prepaid cards and instead prefers to align with any business which has credit turn-downs as these consumers are actively seeking a loan and the Company’s product line can help accommodate their needs. During the first three quarters, the Company made limited progress in marketing the primary products and services in support of continued operations. In continuing with the direction outlined throughout the past two years, the Company continued to focus on developing marketing partnerships with auto dealerships, mortgage industry businesses, etc. to facilitate the distribution of the Company’s personal financial services and video communication products, all of which are designed to assist consumers in managing individual personal finances, including spending, budgeting and financial awareness.

~~The~~During ~~Company~~the ~~believes~~first ~~that~~quarter, ~~this~~the ~~strategy~~Company ~~will~~made belimited ~~able~~progress toin ~~offer~~marketing ~~more~~the ~~predictable~~primary ~~low~~products ~~cost~~and ~~model~~services ~~that~~in ~~will~~support ~~provide~~of ~~our~~continued ~~customers~~operations. In ~~and~~continuing ~~strategic~~with ~~distribution partners~~ the ~~flexibility~~direction ofoutlined ~~working~~throughout ~~with~~the ~~wide~~past ~~reaching~~two ~~portfolio~~years, ~~program~~despite ~~channels~~the ~~and~~constant ~~will~~delays, ~~better~~the ~~align~~Company ~~credit~~continued ~~seeking~~to ~~consumers~~make ~~with~~progress aon ~~suite~~the completion of ~~financial~~the ~~tools~~technical ~~that~~build ~~include~~out, ~~personal~~customer ~~budgeting~~tracking, and ~~credit~~fulfillment ~~building~~process ~~tools~~associated ~~and~~with athe ~~financial~~Company’s ~~management~~product ~~spending analysis tool~~line. WeThe ~~piloted~~Company acontinued ~~similar~~working ~~program~~closely inwith ~~the~~existing ~~past,~~vendors ~~but~~along ~~without~~with ~~specific~~anticipated ~~target~~new orpartners ~~installed~~and ~~consumer~~associations ~~base,~~in efforts to complete the necessary steps so the Company iscan ~~uncertain~~actively ~~when~~market weits ~~may~~suite ~~anticipate~~of ~~sustained~~products ~~revenues~~and services to ~~carry~~consumers ~~the~~in ~~overhead~~a ofmore ~~the~~robust ~~Company~~way and gain market share.

12The 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, credit and financial awareness. During the first quarter of 2015and the fourth quarter of 2014, the Company worked on developing a more efficient way of connecting credit turndown consumers to the Company. In conjunction with continuing efforts to expand operations and generate revenue, the Company spent additional time in the first quarter on aligning the credit building business with key industry associations, such as mortgage companies, commercial lenders and auto dealerships.

A number of planned initiatives undertaken during the first quarter by the Company have failed or taken longer than expected or anticipated due to capital constraints. This, coupled with key management time constraints, increasing regulatory requirements, lengthening approval timeframes, vendor payment shortfalls, and increasing legal procedures all contributed to slower than planned marketing as well as delays in generating organic revenues in the first quarter. The Company expects that organic revenues will be generated throughout the remainder of 2015 and these revenues should make the Company more attractive to investors.

Throughout the first quarter of 2015, the Company was contacted by several vendors demanding payment for prior services. The Company, as of the date of this report, is underfunded and is nearly insolvent. The financial commitments entered into during 2013 and 2014 were intended to provide improved funding over the coming quarters and was expected to allow the Company to remain focused on the core business and delivery of the payment reporting personal financial products and services. However, slow delivery of working capital and delays and misrepresentations in funding overall have resulted in the near collapse of the Company. The Company continues to negotiate with new vendors, key vendors and prior service providers. Key management personnel have and continued to accrue or furlough wages, or accept limited or partial payments for services. In addition, key management personnel are underwriting many operational expenses of the Company and are accruing those expenses as well. It is anticipated that key management personnel and key vendors and prior service providers shall be reimbursed accordingly once additional working capital is invested.

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InA ~~addition,~~continued aand ~~number~~substantial backlog of ~~initiatives~~liabilities ~~undertaken~~remains ~~during~~on the ~~first~~records ~~three~~of ~~quarters by~~ the Company, ~~have~~but ~~failed~~management orremain ~~taken~~confident ~~longer~~that ~~than~~those ~~expected~~liabilities orwill ~~anticipated. Capital~~be ~~constraints coupled with key management time constraints~~paid, ~~increasing regulatory requirements~~negotiated, ~~lengthening~~reduced ~~approval~~or ~~timeframes~~addressed ~~and vendor payment shortfalls and increasing legal procedures all contributed to slower than planned marketing as well as delays~~ in ~~generating organic revenues in~~ the ~~first~~coming ~~two~~ quarters. The Company expects that organic revenues will continue to be generated on a limited basis during the second half of 2013 to allow the Company to hire third parties to staff and support the program development and primary growth objectives.

Throughout the first three quarters of 2013, the Company was contacted by several vendors demanding payment for prior services. The Company, as of the date of this report, is underfunded and is nearly insolvent. The financial commitments entered into in 2010 and 2011 were intended to provide improved funding over the coming quarters and was expected to allow the Company to remain focused on the core business and delivery of the payment reporting personal financial products and services. However, slow delivery of working capital and delays and misrepresentations in funding overall have resulted in the near collapse of the Company. The Company continues to negotiate with new vendors, key vendors and prior service providers. Key management personnel have accrued wages and continue to accrue wages and accept limited or partial payments for services. In addition, key management personnel are underwriting many operational expenses of the Company and are accruing those expenses as well. It is anticipated that key management personnel and key vendors and prior service providers shall be reimbursed accordingly once additional working capital is invested. A continued and substantial backlog of liabilities remains on the records of the Company, but management remain confident that those liabilities will be paid, negotiated, reduced or addressed in the coming quarters. Of the major items outstanding, an area of concern was the lapsed settlement agreements with former directors Knitowski, Dang and their related parties, Dang, Ecewa, Curo and Sagoso. The Company spent significant time addressing these issues and reached settlement agreements with all associated parties on July 2, 2013. As expected that the Company resolved any and all outstanding issues regarding these parties listed above through arranged cash payments and additional Warrants in order to mitigate any liabilities towards the Company.

Key Accounting Policies

Key accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. There were no changes to our key accounting policies for the quarter ended ~~September~~March 3031, ~~2013~~2015.

Results of Operations

For the three months ended ~~September~~March 3031, ~~2013~~2015

In the ~~third~~first quarter of ~~2013~~2015 we were focused on the technical infrastructure and executing distribution, marketing and strategic agreements. Delays in delivering marketing and services coupled with delayed vendor payments caused us to miss the opportunity to generate any material revenues during the quarter. ~~The Company had $7,497 revenue for the quarter ended September 30, 2013 comparable to revenue of $813 for the same quarter last year.~~

Revenue

Revenue from continuing operations was $76,~~497~~878 and $~~813~~6,140 for the ~~three~~quarters ~~months~~ ended ~~September~~March 3031, ~~2013~~2015 and ~~2012~~2014, respectively, representing an increase of $~~6,684~~738 or effectively ~~822~~12%. As previously discussed, we revised the business strategy to focus on restarting operations and take the company into financial services marketing and move away from direct program management.

Cost of Sales and Gross Profit

Cost of sales was $~~2,628~~111 and $~~295~~299 for the ~~three~~quarters ~~months~~ ended ~~September~~March 3031, ~~2013~~2015 and ~~2012~~2014. The ~~increase~~decrease was ~~791%~~nominal and incudes some nominal operating cost associated with the commencement of programs and operations.

The resulting gross profit was $46,~~869~~767 and $~~518~~5,841 for the ~~three~~quarters ~~months~~ ended ~~September~~March 3031, ~~2013~~2015 and ~~2012~~2014, respectively. Management expects gross profit margin to remain unpredictable and volatile as the new operations ~~begin~~continue. Fluctuations can be anticipated due to uncertainties in accessing markets coupled with higher product costs mixed with the volatility of entering markets where products have been commoditized. Management believes that by eliminating previously high fixed processing and banking costs associated with program management, the Company can focus on improving margins by delivering organic revenues through new marketing partnerships and alliances.

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Operating Expenses

Operating expenses were $~~463~~178,~~196~~052 and $~~396~~231,~~382~~775 for the ~~three~~quarters ~~months~~ ended ~~September~~March 3031, ~~2013~~2015 and ~~2012~~2014, respectively, representing ana ~~increase~~decrease of $6653,~~814 or 17%~~723. The key components of ~~operating~~our ~~expense~~first ~~for~~quarter ~~the~~2015 ~~three~~operating ~~months~~expense ~~ended September 30, 2013~~ are salaries and wages ($~~203~~153,~~519~~310) professional fees ($129,~~766~~008), ~~general~~ and ~~administrative~~other ~~($131~~selling,~~711)~~ general and ~~stock~~administrative ~~based compensation~~ ($~~115~~15,~~200~~734).

Salaries and wages expense were $~~203~~153,~~519~~310 and $~~150~~143,~~000~~403 for the ~~three~~quarters ~~months~~ ended ~~September~~March 3031, ~~2013~~2015 and ~~2012~~2014, respectively, representing aan ~~decrease~~increase of $539,~~519~~907 or 367%. The Company has ~~eight~~had four full time employees, ~~who~~two ~~are~~of whom left the Company during the period, all working largely under accrued/furloughed wages and non-cash compensation until such a time certain milestones are achieved or the Company has the funds to pay cash compensation, or until the Company and employees mutually agree to new compensation terms.

General and administrative expenses were $~~131~~15,~~711~~734 and $~~125~~79,~~382~~372 for the ~~three~~quarters ~~months~~ ended ~~September~~March 3031, ~~2013~~2015 and ~~2012~~2014, respectively, representing ana ~~increase~~decrease of $663,~~329~~638 or 580%. ~~General~~The ~~and~~decrease ~~administrative~~resulted ~~expenses~~from ~~increased~~the decrease in outside services as the Company ~~positions~~had ~~itself~~no ~~for~~rent ~~growth~~of facility costs during the period.

Net loss

We incurred net losses of $~~478~~173,~~625~~533 and $~~419~~250,~~468~~669 for the ~~three~~quarters ~~months~~ ended ~~September~~March 3031, ~~2013~~2015 and ~~2012~~2014, respectively, representing ana ~~increase~~decrease in the net loss of $5977,~~157 or 13%~~136. As we continue our general business operations, organic growth in conjunction with strategic alliances and a potential reverse acquisition or merger opportunity, we expect to improve on net losses when ~~2014~~2015 is compared to ~~2013~~2014.

~~For the nine months ended September 30, 2013~~11

During the first six months of 2013 we were focused on the technical infrastructure and executing distribution, marketing and strategic agreements. Delays in delivering marketing and services coupled with delayed vendor payments caused us to miss the opportunity to generate any material revenues during the second quarter. As a result the Company had nominal revenues for the three months ended September 30, 2013.

Revenue

Revenue from continuing operations was $12,064 and $1,652 for the nine months ended September 30, 2013 and 2012, respectively, representing an increase of $10,412 or effectively 630%. As previously discussed, we revised the business strategy to focus on restarting operations and take the company into financial services marketing and move away from direct program management.

Cost of Sales and Gross Profit

Cost of sales was $3,828 and $722 for the nine months ended September 30, 2013 and 2012. The increase was $3,106 or 430% and incudes some nominal operating cost associated with the commencement of programs and operations.

The resulting gross profit (loss) was $8,236 and $930 for the nine months ended September 30, 2013 and 2012, respectively. Management expects gross profit margin to remain unpredictable and volatile as the new operations begin. Fluctuations can be anticipated due to uncertainties in accessing markets coupled with higher product costs mixed with the volatility of entering markets where products have been commoditized. Management believes that by eliminating previously high fixed processing and banking costs associated with program management, the Company can focus on improving margins by delivering organic revenues through new marketing partnerships and alliances.

Operating Expenses

Operating expenses were $1,036,080 and $926,309 for the nine months ended September 30, 2013 and 2012, respectively, representing an increase of $109,771 or 12%. The key components of operating expense for the nine months ended September 30, 2013 are salaries and wages ($386,979) professional fees ($36,814), general and administrative ($348,287) and stock based compensation ($264,000).

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Salaries and wages expense were $386,979 and $322,500 for the nine months ended September 30, 2013 and 2012, respectively, representing an increase of $64,479 or 20%. The Company has eight employees whom are working largely under accrued wages and non-cash compensation until such a time certain milestones are achieved or the Company has the funds to pay cash compensation or until the Company and employees mutually agree to new compensation terms.

General and administrative expenses were $348,287 and $382,809 for the nine months ended September 30, 2013 and 2012, respectively, representing a decrease of $34,522 or 9%. General and administrative expenses decreased slightly as the Company positions itself for growth.

Net loss

We incurred net losses of $1,093,487 and $1,073,833 for the nine months ended September 30, 2013 and 2012, respectively, representing an increase in net loss of $19,654 or 2%. As we continue our general business operations, organic growth in conjunction with strategic alliances and a potential reverse acquisition or merger opportunity, we expect to improve on net losses when 2014 is compared to 2013.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2013,~~2015 ~~cash~~and ~~totaled $507 as compared with $473 at~~ December 31, ~~2012~~2014, ~~resulting in an increase of $34 in~~ cash ~~and~~totaled ~~cash equivalents~~$0. Working capital deficit was ($34,~~767~~194,~~085~~630) at ~~September~~March 3031, ~~2013~~2015, as compared with working capital deficit of ($34,~~189~~184,~~949~~938) at December 31, ~~2012~~2014. This decrease in working capital was a result of using new funds and stock to fund operations and related expenses.

The Company is currently being funded through a mix of equity investments and convertible note instruments ~~as well as personal loans from its President/CEO~~ to supply working capital for operations. The Company has a substantial backlog of liabilities and will need to negotiate and reduce liabilities in order to remain on a viable business path. If vendors, agents, suppliers and third parties are unwilling to agree to terms more favorable to the Company, there is likelihood that the liabilities could materially and adversely affect day to day operations. The funds invested and committed are primarily focused on driving business growth and not specifically earmarked to extinguish large tranches of debt or the backlog of liabilities. In event that the Company is unable to mitigate the affects of the liabilities, the Company may seek any and all necessary protections afforded under various state and federal laws. The Company plans to continue to collect equity investments and debt instruments for the remainder of 2013 in order to finance continued operations and to finance potential merger and/or acquisition investments. In an event where the Company faces immediate insolvency, the Company may pursue the sale of its intellectual property, which may or may not have marketable value.

In event that the Company is unable to mitigate the effects of the liabilities, the Company may seek any and all necessary protections afforded under various state and federal laws. The Company plans to continue to collect equity investments and debt instruments for the remainder of 2015 in order to finance continued operations and to finance potential merger and/or acquisition investments. In an event where the Company faces immediate insolvency, the Company may pursue the sale of its intellectual property, which may or may not have marketable value.

Off-Balance Sheet Arrangements

During the quarter ended ~~September~~March 3031, ~~2013~~2015, we did not engage in any off-balance sheet arrangements.

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.

Subsequent Events

The following material events occurred subsequent to the quarter ended ~~September~~March 3031, ~~2013~~2015:

On April 106, ~~2014~~2015, the Company ~~received~~replaced ~~notice~~the ~~from~~existing ~~FINRA~~Employment ~~that~~Agreement ~~the~~for ~~Company’s~~its ~~request~~President/CEO, ~~for~~Ray ~~them~~A. toSmith ~~review~~with ~~and~~a ~~complete~~new ~~the~~Employment ~~Corporate~~Agreement. The ~~Action~~terms ~~Request~~ of the ~~Company~~new toagreement ~~complete~~are for a ~~Stock-Reverse~~period atFive (5) years, renewable in two (2) year increments, and includes a ~~ratio~~Stock Incentive Compensation package consisting of ~~1:1~~Thirteen Million Five Hundred Thousand (13,500,000) ~~would~~shares beof ~~denied~~Restricted ~~until~~Common Stock which were issued upon execution of the ~~Company’s~~agreement ~~SEC~~and ~~filings~~a ~~were~~salary ~~current~~of Twenty Thousand Dollars ($20,000) per month beginning on January 1, 2016.

On April 16 and April 22, ~~2014~~2015, the Company ~~entered~~received ~~into~~$5,000 aand ~~two~~$2,000, respectively, pursuant to two-year, 10%, ~~convertible~~unsecured ~~note~~promissory notes with aone ~~private~~of ~~party,~~its ~~totaling $15,000~~Directors. The ~~note~~notes ~~can~~were berepaid ~~converted~~in ~~into~~full ~~post-reverse~~on ~~common~~May ~~stock~~15, ~~at a rate of $0~~2015.~~20 per share.~~

On ~~March~~April 1514, ~~2014~~2015, the Company ~~assigned~~received ~~two~~notice ~~(2)~~of ~~debt~~conversion ~~items,~~and ~~respectively~~agreed ~~$5,361.50~~to ~~and~~convert $437,~~598.10,~~500 toof athe ~~private~~Banner ~~individual,~~Note-1 infrom ~~exchange~~March ~~for~~2010 ainto ~~convertible~~Seven ~~promissory~~Hundred ~~note~~Fifty ~~which~~Thousand ~~can~~(750,000) beshares ~~converted~~of ~~into~~Common ~~post-reverse~~Stock ~~common stock~~ at a ~~rate~~conversion price of Five Cents ($0.~~28 per share~~05).

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On ~~February~~April 1814, ~~2014~~2015, the Company ~~filed~~received ~~Form~~notice ~~DEF~~of ~~14C~~conversion ~~with the Securities~~ and ~~Exchange~~agreed ~~Commission notifying them of the Company’s intent~~ to ~~complete~~convert a$37,500 ~~Stock-Reverse at a ratio~~ of ~~1:1,000. In addition,~~ the ~~Company~~MJ ~~intends~~Rich toNote ~~reduce its Authorized Shares~~ from ~~two~~March ~~billion~~2012 ~~(2,000,000,000)~~into toSeven ~~five~~Hundred ~~hundred~~Fifty ~~million~~Thousand (~~500~~750,000~~,000~~), ~~and~~shares ~~reduce the number~~ of ~~Authorized~~Common ~~Shares in its 2004~~ Stock ~~Option/Stock~~at ~~Issuance~~a ~~Plan~~conversion ~~from~~price ~~two~~of ~~hundred~~Five ~~fifty~~Cents ~~million~~ (~~250,000,000~~$0.05) ~~to fifty million (50,000,000)~~.

On ~~February~~April 1815, ~~2014~~2015, the Company’s ~~entered~~President ~~into~~forgave ~~a two year 10% convertible note with a private party, totaling~~ $30314,~~000. The~~372 ~~note~~in ~~can~~accrued beofficer ~~converted~~compensation ~~into~~and ~~post-reverse~~reimbursable ~~common~~expenses ~~stock~~owed ~~at a rate of $0~~him.~~20 per share.~~

On ~~February~~April 1228, ~~2014~~2015, the Company ~~filed~~issued ~~the required application along with all supplemental documentation with FINRA requesting them~~ to ~~review~~its ~~and~~legal ~~complete~~counsel, ~~the~~Fifty ~~Corporate~~Thousand ~~Action~~(50,000) ~~Request~~shares of ~~the~~Restricted ~~Company~~Common ~~to complete a~~ Stock~~-Reverse~~ atfor ~~a ratio of 1:1,000~~services.

On ~~January~~May 317, ~~2014~~2015, the Company ~~amended~~issued ~~the employment agreement with Carl Giese. Pursuant~~ to ~~the~~a ~~Amendment,~~private ~~accrued~~party ~~wages~~One ~~thru~~Hundred ~~January~~Twenty ~~31,~~Five ~~2014,~~Thousand ~~which totaled $105~~(125,000) ~~will be exchanged for 105,000~~ shares of ~~post-reverse~~Restricted ~~common~~Common ~~stock. In~~Stock ~~addition,~~at ~~the~~Three ~~original~~Dollars ~~stock incentive package totaling 25,000,000 shares will be replaced with a new stock incentive package totaling 2,000,000 shares of post-reverse common stock~~($3. ~~The~~00) ~~common~~per ~~stock~~share infor ~~the~~Three ~~new~~Hundred ~~stock~~Seventy ~~incentive~~Five ~~package~~Thousand ~~will~~Dollars ~~vest in twelve~~ (~~12) equal installments on a quarterly basis beginning April 1~~$375, ~~2014~~000).

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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 sought will 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.

Item 3. 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 4T. Controls and Procedures

Controls and Procedures

Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures”, as such term is defined in Rules 13a — 15(e) and 15d — 15(e) of the Securities Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by the report.

Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of ~~September~~March 3031, ~~2013~~2014, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that (i) the information required to be disclosed by us in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

With the participation of the Company’s management, including its Chief Executive Officer and Principal Financial Officer, the Company also conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the Company’s fiscal quarter ended ~~September~~March 3031, ~~2013~~2015, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on such evaluation, management concluded that, as of the end of the period covered by this report, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. 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~~October 615, 2013, the Company ~~appeared~~filed a complaint against two former employees, Michael Nathans and Kevin Goldstein, in ~~person~~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 ~~answered~~Fair ~~fully~~Dealing, Interference with Economic Advantage, Unjust Enrichment/Restitution and ~~completely~~Breach ~~the~~of ~~outstanding~~Fiduciary ~~questions~~Duty ~~for~~committed ~~the~~by ~~California~~both ~~Department~~parties. The total general and special financial damages to be determined at the time of ~~Corporations~~trial. NoAlso, ~~further~~the ~~requests~~Company ~~have~~is ~~been~~seeking ~~made~~an orInjunction ~~are~~to ~~expected~~restrain future conduct and reimbursement of all reasonable attorney fees for the cost of the suit.

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 sought will 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 intends to comply 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 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the caption “Risk Factors” in Part I, "Item 1. Description of Business" in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2014 which could materially affect our business prospects, financial condition or future results. There have been no other material changes during the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2015 to the risk factors discussed in the periodic report noted above.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~July~~April 16, ~~2013~~2015, the Company entered into a ~~subscription~~five year employment agreement with aRay ~~private~~A. ~~individual~~Smith, ~~for~~its ~~ten~~President/CEO ~~thousand~~and ~~dollars~~issued ~~($10,000)~~Thirteen inMillion ~~exchange~~Five ~~for~~Hundred ~~five~~Thousand ~~hundred thousand~~ (13,500,000) shares of ~~common~~restricted ~~stock~~Common ~~Restricted~~Stock ~~under~~pursuant ~~Rule~~to ~~144~~the new employment agreement.

On ~~July~~April 214, ~~2013~~2015, the Company ~~entered~~converted ~~into~~Thirty ~~new~~Seven ~~Settlement~~Thousand ~~Agreements~~Five ~~with~~Hundred ~~Sagosa~~Dollars 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 ($737,500) ~~as a nonrefundable deposit and agreed to make twenty four (24) additional payments~~ of ~~five~~debt ~~thousand~~for ~~nine~~Herbert ~~hundred~~Banner ~~thirty-seven~~into ~~dollars~~Seven ~~and~~Hundred ~~fifty~~Fifty ~~cents~~Thousand ($5750,~~937.50~~000)~~. 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 have the right to rescind the newly executed Settlement Agreements if the Company fails to begin the payments within ninety days. In addition to the cash payments, the Parties were granted ten year Warrants for a total of five million shares ~~at an excise price~~ of ~~one~~common ~~cent ($0~~stock.~~01).~~

18On April 14, 2015, the Company converted Thirty Seven Thousand Five Hundred Dollars ($37,500) of debt for MJ Rich Media Corporation into Seven Hundred Fifty Thousand (750,000) shares of common stock.

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

On ~~July~~May 227, ~~2013~~2015, the Company issued ~~its~~to ~~employees~~a ~~Hector~~private ~~Alvarez~~party ~~and~~One ~~Shampa~~Hundred ~~Mitra-Reddy~~Twenty ~~shares~~Five ofThousand ~~common~~(125,000) ~~stock~~shares ~~restricted~~of ~~under~~Restricted ~~Rule~~Common ~~144,~~Stock ~~pursuant~~at toThree ~~their~~Dollars ~~respective employment agreements~~($3. ~~Mr.~~00) ~~Alvarez~~per ~~was~~share ~~issued~~for ~~thirty~~Three ~~eight~~Hundred ~~million~~Seventy ~~shares~~Five ~~and~~Thousand ~~Ms.~~Dollars ~~Mitra-Reddy was issued thirty four million shares~~($375,000).

On July 22, 2013, the Company issued six hundred thousand (600,000) shares of common stock Restricted under Rule 144 as interest payments on previous investments. The shares were issued at a conversion price between $0.02 and $0.05 per share.

On August 6, 2013, the Company entered into a two year consulting agreement with a private firm for the purpose of marketing the Company’s products and services through television, internet, and various other media outlets. Under the agreement the Consulting Firm was granted stock options for one million shares of common stock restricted under Rule 144 at an exercise price of one cent ($0.01) which the Consultant executed upon signing the agreement. The Consultant was also granted the option for an additional four million shares of common stock restricted under Rule 144 at an exercise price of four cents ($0.04).

On September 26, 2013, the Company issued five hundred thousand (500,000) shares of common stock Restricted under Rule 144 as interest payment on previous investment. The shares were issued at a conversion price of two cents ($0.02) per share.

ITEM 3. DEFAULTS UPON SENIOR DEBT

None.

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ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit No.		Description
31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a) ~~of the Securities Exchange Act of 1934 of the Principal Executive Officer~~). *
31.2		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a) ~~of the Securities Exchange Act of 1934 of the Chief Financial Officer~~). *
32.1		Certification by the Principal Executive Officer pursuant to 18 U.S.C. ~~Section~~ 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002~~, of the Principal Executive Officer~~. *
32.2		Certification by the Principal Financial Officer pursuant to 18 U.S.C. ~~Section~~ 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002~~, of the Principal Financial Officer~~. *
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

* Filed herewith

** In accordance with Rule 406T of Regulation S-T, the XBRL-related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith and not “filed.”

SIGNATURE PAGE FOLLOWS

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~Trycera Financial, Inc.~~	Trycera Financial, Inc.
Date: December 9, 2014	By:	/s/ Ray A. Smith
Date: June 10, 2015		By:	/s/ Ray A. Smith
		Ray A. Smith, President
			Ray A. Smith, President (Principal Executive Officer)
		(Principal Executive Officer)
Date: June 10, 2015		By:	/s/ Ray A. Smith
			Ray A. Smith, Principal Financial Officer (Principal Financial Officer)

Date: December 9, 2014	By:	/s/ Ray A. Smith
		Ray A. Smith, Principal Financial Officer
		(Principal Financial Officer)

Filing Compare · Trycera Financial, Inc.