UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~May 2116, ~~2016~~2018

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

(Exact name of registrant as specified in its charter)

Nevada		000-30872		33-0910363
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

18100 Von Karman Ave, Suite 850, Irvine, California 92612 (Address of Principal Executive Offices)

(Address of Principal Executive Offices)

949-705-4480

Registrant'’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.~~01 Entry~~405 ~~into~~of athis ~~Material~~chapter) ~~Definitive~~or ~~Agreement~~Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~November~~growth 21, 2016, the Company entered into Subscription Agreements with accredited investors who agreed to purchase One Hundred Thousand (100,000) shares of Restricted Common Stock at Two Dollars Twenty-Five Cents ($2.25) per share for a total purchase price of Two Hundred Twenty Five Thousand Dollars ($225,000).company ☐

~~The~~ If ~~shares~~an ~~are~~emerging togrowth becompany, ~~issued~~indicate inby ~~reliance~~check ~~upon~~mark ~~the~~if ~~exemptions from~~ the ~~registration~~registrant ~~requirements~~has ofelected ~~Section~~not ~~5 of the Securities Act of 1933, as amended (the “Act”), pursuant~~ to ~~Section~~use ~~4(2) of~~ the ~~Act. The~~extended ~~certificates~~transition ~~evidencing~~period ~~the~~for ~~above~~complying ~~mentioned~~with ~~shares~~any ~~contain~~new aor ~~legend~~revised ~~(1)~~financial ~~stating~~accounting ~~that~~standards ~~the~~provided ~~shares~~pursuant ~~have~~to ~~not~~Section ~~been registered under the Act and~~ 13(2a) ~~setting forth or referring to the restrictions on transferability and sale~~ of the ~~shares~~Exchange ~~under the~~ Act. ☐

Item 34.02 ~~Unregistered~~ ~~Sales~~Non-Reliance ofon ~~Equity~~Previously ~~Securities~~Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On ~~November~~May 2115, 2018, management of Trycera Financial Inc. (the “Company”) determined that the previously issued ~~One~~financial ~~Hundred~~statements ~~Thousand~~included ~~(100,000)~~in ~~shares~~the ofinterim ~~Restricted~~Quarterly ~~Common~~Reports ~~Stock~~for toperiods ~~accredited~~ended ~~investors~~June ~~who~~30, ~~agreed~~2015, toand ~~purchase~~September ~~these~~30, ~~shares~~2015, atfiled aby ~~price~~the ofCompany ~~Two~~with ~~Dollars~~the ~~Twenty-Five~~Securities ~~Cents~~and Exchange Commission (~~$2.25~~the “SEC”) ~~per~~included ~~share~~stock-based compensation valuation which the Company and its current independent registered public accounting firm, RBSM, LLP have agreed to re-value, revise and restate.

The ~~shares~~Company ~~will~~intends beto ~~issued~~file inwith ~~reliance upon~~ the ~~exemptions~~SEC ~~from~~restated ~~the~~financial ~~registration~~information ~~requirements~~for ~~of Section 5 of~~ the ~~Securities~~affected ~~Act of 1933~~periods, asin ~~amended (~~the ~~“Act”),~~corresponding ~~pursuant~~interim toperiods ~~Section~~in ~~4(2) of~~ the ~~Act. The~~subsequent certificates evidencing the above mentioned shares contain a legend (1) stating that the shares have not been registered under the Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Actyear.

The Company’s management has discussed the matters disclosed under this Item 4.02 with the Audit Committee and the Board of Directors of the Company as well as with RBSM, LLP, the Company’s current independent registered public accounting firm and Pritchett Siler & Hardy, PC the Company’s predecessor independent registered public accounting firm and all parties are in agreement.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRYCERA F1NANCIAL, INC.
Date: November 21, 2016	By:	/s/ Ray A Smith
		Ray A Smith, Chief Executive Officer

Date: May 16, 2018

TRYCERA FINANCIAL, INC.

	By:	/s/ Ray Smith
		Ray Smith, Chief Executive Officer

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