U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
Commission File Number 000-30872
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:_________________________________
Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
Part I-Registrant Information
Full Name of Registrant TRYCERA FINANCIAL, INC.
Former Name if Applicable
Address of principal executive office (Street and number)
170 NEWPORT CENTER DRIVE
SUITE 210
City, State and Zip Code NEWPORT BEACH, CA 92660
Part II-Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate) [X]
a. The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
b. The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
c. The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III-Narrative
State below in reasonable detail the reasons why the form 10-K,
11-K, 20-F, 10-Q or N-SAR, or the transition report or portion thereof
could not be filed within the prescribed time period. (Attach extra
sheets of needed.)
The registrant is currently in the process of responding to
staff comments from the SEC regarding a registration statement
filed by it on Form S-2. As responses are determined upon working
with reviewers, updated information will be included in both the
Form S-2 and the Form 10-KSB for the year ended December 31, 2004.
The information will be prepared for filing in the annual report
within the necessary extension period.
Part IV-Other Information
1. Name and telephone number of person to contact in regard to
this notification
MATTHEW KERPER 949 273-4300
(Name) (Area Code) (Telephone No.)
2. Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
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3. Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
The registrant estimates a net loss of $(817,628) for the year
ended December 31, 2004. This increase is due to a change of
control and commencement of operations by the registrant in
May of 2004, as reported on Form 8-K filed on May 13, 2004.
At that time the registrant commenced its financial services
and stored value products business. Although operations are
in the startup phase of development, the activity results in a
significant change in results of operations compared to the
corresponding prior year period.
The registrant had a net loss of $(12,872) for the year ended
December 31, 2003.
Trycera Financial, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 31, 2005 By /s/ Bryan W. Kenyon
Bryan W. Kenyon, CFO
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