UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 2006
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 000-30872
TRYCERA FINANCIAL, INC.
(Exact name of Registrant as specified in charter)
Nevada 33-0910363
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
170 Newport Center Drive, Suite 210, Newport Beach, CA 92660
Address of principal executive offices Zip Code
Issuer's telephone number, including area code: (949) 273-4300
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At May 25, 2006, there were
7,206,802 shares of the Registrant's Common Stock outstanding.
Table of Contents
Page
PART I 3
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11
ITEM 3. CONTROLS AND PROCEDURES 12
PART II 15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES 15
ITEM 6. EXHIBITS 17
SIGNATURES 18
2
PART I
ITEM 1. FINANCIAL STATEMENTS
Trycera Financial, Inc.
Consolidated Balance Sheets
March December
31, 2006 31, 2005
----------- -----------
Assets
(Unaudited)
Current Assets
Cash $ 250,005 $ 211,523
Accounts Receivable, net of allowance of $1,999 54,650 99,811
Prepaid Expenses and other current assets 17,535 42,786
Client ACH Reserves 5,000 5,000
---------- ----------
Total Current Assets 327,190 359,120
Property & Equipment, Net 11,891 12,764
Other Assets
Deposits 9,207 9,207
Definite Life Intangible Assets, net 76,840 75,644
---------- ----------
Total Other Assets 86,047 84,851
---------- ----------
Total Assets $ 425,128 $ 456,735
========== ==========
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ 18,123 $ 52,469
Accrued Expenses 46,558 46,827
Line of Credit 12,425 14,485
Deferred Revenue, net 31,364 22,191
---------- ----------
Total Current Liabilities 108,470 135,972
---------- ----------
Commitments - -
Stockholders' Equity
Preferred Stock, 20,000,000 Shares Authorized,
$.001 Par Value; None Issued and Outstanding - -
Common Stock, 100,000,000 Shares Authorized at
$.001 Par Value; 7,001,802 and 6,876,802 Shares
Issued and Outstanding, Respectively 7,001 6,876
Additional Paid In Capital 2,990,855 2,761,230
Accumulated Deficit (2,681,198) (2,447,343)
---------- ----------
Total Stockholders' Equity 316,658 320,763
---------- ----------
Total Liabilities & Stockholders' Equity $ 425,128 $ 456,735
========== ==========
The accompanying notes are an integral part of these financial statements.
3
Trycera Financial, Inc.
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended
March 31, March 31,
2006 2005
----------- -----------
Revenues
Consulting $ 1,600 $ -
Stored Value 299,160 15,463
Call Center 70,573 -
Catalog Shopping - 50,998
---------- ----------
Total Revenue 371,333 66,461
Cost of Sales 211,515 41,362
---------- ----------
Gross Profit 159,818 25,099
Expenses
Depreciation and Amortization 874 (1,759)
Salaries and Wages 182,156 135,799
Stock Based Compensation 104,750 -
Professional Fees 47,334 80,297
General & Administrative 59,119 67,871
---------- ----------
Total Expenses 394,233 282,208
---------- ----------
Income (Loss) from Operations (234,415) (257,109)
Other Income (Expenses)
Interest, net 560 (277)
---------- ----------
Total Other Income (Expenses) 560 (277)
---------- ----------
Income (Loss) Before Taxes (233,855) (257,386)
Income Taxes - -
---------- ----------
Net Income (Loss) $ (233,855) $ (257,386)
========== ==========
Basic earnings per share:
Loss Per Share $ (0.03) $ (0.04)
========== ==========
Weighted Average Shares 6,946,524 6,307,302
========== ==========
The accompanying notes are an integral part of these financial statements.
4
Trycera Financial, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March March
31, 2006 31, 2005
----------- -----------
Net Income (Loss) $ (233,855) $ (257,386)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations;
Depreciation and Amortization 873 (1,759)
Valuations of Stock Options 104,750 -
(Increase) Decrease in Accounts Receivable 45,161 9,843
(Increase) Decrease in Prepaid and Other Current Assets 25,251 939
(Increase) Decrease in ACH Client Reserves - (5,000)
Increase (Decrease) in Accounts Payable (34,346) 974
Increase (Decrease) in Accrued Expenses (269) 2,908
Increase (Decrease) in Unearned Revenue 9,173 (30,429)
---------- ----------
Net Cash Provided (Used) by Operating Activities (83,262) (279,910)
---------- ----------
Cash Flows from Investing Activities
Acquisition of Property & Equipment - (2,813)
Acquisition of Intangible Assets (1,196) -
---------- ----------
Net Cash Provided (Used) by Investing Activities (1,196) (2,813)
---------- ----------
Cash Flows from Financing Activities
Proceeds from Issuance of Common Stock 125,000 -
Payments on Line of Credit (2,060) (569)
---------- ----------
Net Cash Provided (Used) by Financing Activities 122,940 (569)
---------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents 38,482 (268,291)
Cash and Cash Equivalents at Beginning of Period 211,523 974,658
---------- ----------
Cash and Cash Equivalents at End of Period $ 250,005 $ 706,367
========== ==========
Cash Paid For:
Interest $ - $ 372
Income Taxes $ - $ -
Non-cash Financing Activities
Common Stock Issued for Services - -
Common stock Issued isleCORE assets - -
The accompanying notes are an integral part of these financial statements.
5
Trycera Financial, Inc.
Notes to the Financial Statements
March 31, 2006
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A. 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 10KSB
for the year ended December 31, 2005. The results of operations for the
three months ended March 31, 2006, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31,
2006.
B. Earnings (Loss) Per Share of Common Stock
The computation of earnings (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the
financial statements. Outstanding employee stock options have not been
considered in the fully diluted earnings per share calculation, because
the effect of these stock options would have been anti-dilutive for the
periods presented.
March 31, December 31,
2006 2005
------------ ------------
(unaudited)
Basic Earnings per share:
Income (Loss) (numerator) $ (233,855) $ (1,537,037)
Shares (denominator) 6,946,524 6,412,499
----------- -----------
Per Share Amount $ (.03) $ (.24)
=========== ===========
Fully diluted Earnings per share:
Income (Loss) (numerator) $ (233,855) $ (1,537,037)
Shares (denominator) 6,946,524 8,116,666
----------- -----------
Per Share Amount $ (.03) $ (.19)
=========== ===========
6
Trycera Financial, Inc.
Notes to the Financial Statements
March 31, 2006
NOTE 2 - STOCK OPTION PLAN
On May 4, 2004, the Company approved and adopted the 2004 Stock Option/Stock
Issuance Plan, which allows for the Company to issue stock or grant options
to purchase or receive shares of the Company's common stock. The maximum
number of shares that may be optioned and sold under the plan is 5,000,000.
The plan became effective with its adoption and remains in effect for ten
years, however, options expire five years from grant, unless terminated
earlier. Options granted under the plan vest according to terms imposed by
the Plan Administrator. The Administrator may not impose a vesting schedule
upon any option grant which is more restrictive than twenty percent (20%)
per year vesting with the initial vesting to occur not later than one (1)
year after the option grant date. The following schedule summarizes the
activity during the eighteen month period ending March 31, 2006:
2004 Stock Plan
-------------------
Weighted
Average
Amount of Exercise
Shares Price
--------- --------
Outstanding at January 1, 2006 3,070,250 $ .62
Options Granted - -
Options Exercised - -
Options Canceled - -
--------- -------
Options Outstanding at March 31, 2006 3,070,250 $ .62
========= =======
Options Exercisable at March 31, 2006 1,912,500 $ .45
========= =======
The Company, in accordance with Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," $104,750 and $139,871 was
recognized for the period ended March 31, 2006, and year ended December 31,
2005, respectively. The fair value of the option grant was established at
the date of grant using the Black-Scholes option pricing model with the
following assumptions:
March 31, 2006
--------------
Five Year Risk Free Interest Rate 4.10%
Dividend Yield 0%
Volatility 60.00%
Average Expected Term (Years to Exercise) 5
7
Trycera Financial, Inc.
Notes to the Financial Statements
March 31, 2006
NOTE 2 - STOCK OPTION PLAN (CONTINUED)
Management would like to confirm an intention to use an appropriate
volatility in the future, which is likely to be higher than the historical
basis. Employee stock options outstanding and exercisable under this plan
as of March 31, 2006, are:
Weighted Average Weighted
Number of Average Remaining Number Average
Range of Options Exercise Contractual of Options Exercise
Exercise Price Granted Price Life (Years) Vested Price
- -------------- --------- -------- ------------ ---------- --------
$.001 - $.85 2,196,250 $ .53 3.5 1,671,250 $ .40
$0.75 425,000 $ .61 3.5 154,167 $ .61
$0.75 135,000 $ .75 4.5 53,750 $ .61
$1.00 314,000 $ 1.00 4.5 33,333 $ .81
NOTE 3 - STOCKHOLDER'S EQUITY
On January 1, 2006, the Company approved and opened a third private placement
offering, authorizing a combination of up to 1,600,000 shares of its Common
Stock and up to 800,000 Common Stock Purchase Warrants. The purchase price
for the shares of Common Stock are $1.00 per share and the Warrants will be
granted to investors at the rate of 50% of the Shares purchased. Each Warrant
is exercisable at $1.25 per share, with certain incentives to exercise early,
at any time from the purchase date until March 31, 2013. The Company will
sell Shares to not more than 35 non-accredited investors and additional
accredited investors as defined in Rule 501 of Regulation D promulgated by
the SEC. The Shares, and the shares underlying the Warrants, will have
"piggy-back" registration rights. The minimum amount of any purchase is
$25,000, unless expressly waived by the Company. This Offering terminated
March 31, 2006. As of March 31, 2006, the Company had received $100,000
in funds related to the offering.
8
Trycera Financial, Inc.
Notes to the Financial Statements
March 31, 2006
NOTE 4 - STOCK WARRANTS
Warrants have been granted to investors at the rate of 50% of the Shares
purchased in the private placement offering which terminated on March 31,
2006. These warrants have an exercise price of $1.25 per share (the
"Exercise Price"). However, from the date of purchase and through 720 days
after March 31, 2006, the warrants are exercisable at $1.00 per share
(20% discount to the Exercise Price); after 720 days and through 1,440 days
from March 31, 2006, the warrants are exercisable at $1.125 per share
(10% discount to the Exercise price); and, beyond 1,440 days from March 31,
2006, the warrants are exercisable at the Exercise Price. Commencing
immediately and ending on March 31, 2013, unless extended by the Company
in its sole discretion ("Expiration Date"), the warrant holder shall have
the right to purchase the shares at the Exercise Price. After the
Expiration Date, the warrant holder shall have no right to purchase any
shares and the warrant shall expire thereon effective at 5:00 p.m., Pacific
Time.
Outstanding Offering
Warrants
-------------------
Weighted
Average
Amount of Exercise
Shares Price
--------- --------
Outstanding at January 1, 2006 225,000 $ 1.25
Warrants Granted 50,000 1.25
Warrants Exercised - -
Warrants Canceled - -
-------- -------
Warrants Outstanding at March 31, 2006 275,000 $ 1.25
======== =======
Warrants Exercisable at March 31, 2006 275,000 $ 1.25
======== =======
The Company, in accordance with Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," $26,001 and $116,238 was
recognized for the period ended March 31, 2006, and year ended December 31,
2005, respectively. The fair value of the warrants was established at the
date of grant using the Black-Scholes option pricing model with the
following assumptions:
March 31, 2006
--------------
Five Year Risk Free Interest Rate 4.10%
Dividend Yield 0%
Volatility 60.00%
Average Expected Term (Years to Exercise) 5
9
Trycera Financial, Inc.
Notes to the Financial Statements
March 31, 2006
NOTE 5 - STOCK WARRANT PLAN (Continued)
Management would like to confirm an intention to use an appropriate volatility
in the future, which is likely to be higher than the historical basis.
Warrants outstanding and exercisable under this plan as of March 31, 2006 are:
Weighted Average Weighted
Number of Average Remaining Number of Average
Range of Warrants Exercise Contractual Warrants Exercise
Exercise Price Granted Price Life (Years) Vested Price
- -------------- --------- -------- ------------ ---------- --------
$1.00 275,000 $ .75 1.5 275,000 $ .52
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with our
financial statements and related notes thereto as filed with the Securities
and Exchange Commission.
Prior to May 2004, we had no operating history. Based in Newport Beach,
California, we are currently in the business of developing and marketing a
suite of stored value and financial products and services. Stored value
products are broadly defined as financial instruments where the value on the
card has been prepaid, and where subsequent transactions decrease the value
against the balance originally loaded onto the instrument. Our core
operating business is centered upon developing and marketing a broad array of
stored value products and services for persons without banking relationships
and persons who are underserved by existing banking facilities.
Recent Developments
During the quarter ended March 31, 2006, we launched a new product, the
PlatinumTel Everyone Visa(R) debit card. This turnkey stored value solution
expands our customized offerings and has been developed to support a prepaid
wireless cell phone market in the mid-western United States. Similar to our
other internal programs, the PlatinumTel Everyone Visa(R) debit card
program offers a set of card features and functionalities that include: bill
payment, wireless spending alerts, live customer service support and
web-based card management tools.
During the quarter we were also developing an alternative credit reporting
product and service branded Full Credit. We allocated resources and spent
capital on program development and legal fees in order to deliver this
complementary product offering.
Employees
For the quarter ended March 31, 2006, individual headcount for full time
management roles reduced by three, including areas of accounting,
programs/compliance and call center management. While we continue to develop
our products and services, our headcount will be aligned to focus on
operational contributions and account/client support. It is anticipated that
in the coming months we will add an additional two employees in the core
financial services business and one in the call center operations business.
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 March 31, 2006.
11
Results of Operations
During the third quarter ended March 31, 2006, we generated revenues of
$371,333 and incurred operating expenses of $394,233, which includes a stock
based compensation expense of $104,750 and excludes a cost of goods of
$211,515. For the comparable period in the prior year, we generated revenues
of $66,461 and incurred operating expenses of $282,208, with an additional
$41,362 in cost of goods. The revenue for the period ended March 31, 2006,
grew 458% over the comparable period in the prior year, driven primarily by
an increase of 1,834% in stored value revenues ($299,160 versus $15,463) and
the favorable impact of call center revenues from the June 2005 acquisition,
which attributed $70,573. As revenues improved to the current levels of
$371,333, the corresponding expenses increased 40% or $112,025 over the prior
comparable period and the related cost of goods rose 411% to the current level
of $211,515 against a previous balance of $41,362 in the first quarter of
2005.
Management has determined that the amount of revenues and expenses
estimated for the remainder of 2006 will increase progressively based upon the
expansion of operations during the first quarter of 2006.
Liquidity and Capital Resources
A primary source of operating capital for the quarter ended March 31, 2006,
was from the sale of stock. The sale of stock was related to the offering
opened in the first quarter of 2006, which offered up to 1,600,000 shares of
our common stock at $1.00 per share to investors with a 50% additional warrant
coverage offer, for maximum gross proceeds of $1,600,000 on the common stock and
up to a maximum gross proceeds of $800,000 related to exercised warrants.
Through March 31, 2006, we raised $100,000 in the offering.
As of March 31, 2006, cash totaled $250,005 as compared with $706,367 of
cash at March 31, 2005, resulting in a decrease of $456,362 in cash and cash
equivalents for the quarter ended March 31, 2006. The decrease in cash and cash
equivalents was attributed to funding the operational expenses and cost of goods
with cash proceeds of the private common stock offering. In the first quarter
we used $83,282 cash in operations. For the comparable period in the prior
year, we had cash totaling $706,367, while we used $279,910 cash in operations.
Working capital was $218,720 at March 31, 2006, as compared with working
capital of $611,788 at March 31, 2005. This decrease in working capital was a
result of using existing funds for operations and related expenses through cash
proceeds from previous capital provided by the private offering proceeds to
support the business during its startup and growth phase.
Proceeds from the private stock offering have continued to fund operations
in the first quarter 2006 to support the growth of the business. Management
believes that with funds continuing to accumulate during the recent offering,
together with revenues generated from operations, we will have sufficient cash
to satisfy existing operating cash needs and working capital requirements during
and through early 2007. Our monthly cash requirements are currently $82,000 as
we continue to expand headcount and operations. Management estimates that
future
12
monthly cash requirements will rise to approximately $92,500. Without
generating any additional revenues, we estimate that cash from our current
private offering and anticipated revenues generated from operations would meet
our cash flow requirements through at least December 31, 2006. Any additional
funds from operations would likely extend this estimated period. With the
closing of our current private placement offering, we would not anticipate
the need for additional funding from investors.
Concurrently, and while the timing is unknown to management, our key
banking partner may in the future, require a security deposit for all cardholder
funds or a portion thereof. While the cardholder funds are not our property,
revised bank policies may necessitate such a collateralization. Should the bank
require such a security deposit, we may be forced to raise further capital or
reduce available cash on hand, which would have a material impact on our
immediate and short-term capital resources.
Additionally, we may elect to compensate employees with equity incentives
where possible and continue to utilize equity instruments to compensate all
associates in efforts to minimize cash outlays. Management believes this
strategy provides the ability to increase stockholder value as well as utilize
cash resources more effectively.
During future quarters we may seek additional funding to finance future
acquisitions and growth. The amount and timing of such capital transactions is
not yet known and will depend largely on our operating needs and the cost to
acquire financial services and products companies. Our ability to secure this
additional funding given present market conditions is uncertain, as is the
financial effect any such funding may have on our capital structure or operating
results.
Off-Balance Sheet Arrangements
During the quarter ended March 31, 2006, we did not engage in any
off-balance sheet arrangements.
Stock-Based Compensation
In December 2004, the FASB issued Statement of Financial Accounting
Standards (SFAS) No.123 (Revised), Shared-Based Payment. This standard
revises SFAS No. 123, APB Opinion No. 25 and related accounting
interpretations and eliminates the use of the intrinsic value method for
employee stock-based compensation. SFAS No. 123R requires compensation costs
related to share based payment transactions to be recognized in the financial
statements over the period that an employee provides service in exchange for
award. Currently, the Company uses the revised fair value method of SFAS
No. 123R to value share-based options granted to employees and board members.
This standard requires the expensing of all share-based compensation
including options, using the fair value based method.
13
Subsequent Events
The following material events occurred subsequent to the quarter ended
March 31, 2006:
On May 19, 2006 we launched a new product, the Model Debit MasterCard(R)
card. This turnkey stored value solution expands our customized offerings
and has been developed to support runway modeling programs and competitions
across the United States.
On May 8, 2006, we launched a new complementary product and service
called Full Credit. Full Credit is an alternative credit reporting service
that allows enrolled cardholders to report non-traditional payments such as
utilities, auto loans, cell phones, rent and many other payments to over 200
national credit reporting agencies. The program focuses on limited credit
and thin credit file individuals seeking to improve alternative credit scores
and bolster previously unreported payment and transaction history.
On May 1, 2006, the Company began subleasing office space to Caneum, Inc.
(CANM.OB). The terms of the sublease are month to month and include a
minimum monthly billing of $1,600.
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.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of disclosure and controls and procedure
With the participation of management our chief executive officer and
chief financial officer have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the
end of the period covered by this quarterly report. Based on that evaluation
the chief executive officer and chief financial officer have concluded that
our disclosure controls and procedures are (1) effective to ensure that
material information required to be disclosed by us in reports filed or
submitted by us under the Exchange Act is recorded, processed, summarized,
14
and reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission, and (2) designed to ensure that material
information required to be disclosed by us in such reports is accumulated,
organized and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
Changes in internal controls
There were no changes in our internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act) that occurred during
our most recent quarter ended March 31, 2006, that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting. It should be noted that any system of controls, however
well designed and operated, can provide only reasonable and not absolute
assurance that the objectives of the system will be met. In addition, the
design of any control system is based in part upon certain assumptions about
the likelihood of future events. Because of these and other inherent
limitations of control systems, there is only reasonable assurance that our
controls will succeed in achieving their stated goals under all potential
future conditions.
Under current SEC guidelines, the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002 (the "Act") will be effective for the Company's
year ending December 31, 2007. In order to comply with the Act, the Company
will undertake a comprehensive effort, which includes documentation and
testing of the design and operation of its internal control using the
guidelines established by Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. During
the course of these activities, the Company may identify certain internal
control matters that management believes should be improved. These
improvements, if necessary, will likely include further formalization of
existing policies and procedures, improved segregation of duties, additional
information technology systems controls and additional monitoring controls.
Because management has not presently determined whether these matters will
result in material weaknesses being identified in the Company's internal
control as defined by the Public Company Accounting Oversight Board (United
States), no assurances can be given regarding the outcome of these efforts at
the present time.
PART II
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
During the quarter ended March 31, 2006, the following securities were
sold by Trycera without registering the securities under the Securities Act,
except as otherwise previously reported:
* On January 3, 2006, we initiated an offering of up to 1,600,000 shares
of common stock for gross proceeds of $1,600,000. Each investor also
received stock purchase warrants at a rate of 50% of the shares
purchased. The warrants are exercisable through March 31, 2013, at $1.25
with certain incentive discounts to the exercise price available through
15
March 31, 2010. These shares were sold without registration under the
Securities Act by reason of the exemption from registration afforded by
the provisions of Section 4(6) and/or Section 4(2) thereof, and Rule 506
promulgated thereunder, as a transaction by an issuer not involving any
public offering. The final investor was:
Number Number
Name of Shares of Warrants Amount
---- --------- ----------- -------
Luyen Dang 50,000 25,000 $50,000
The investor was an accredited investor as defined in Rule 501 of
Regulation D at the time of the purchase. The investor delivered
appropriate investment representations with respect to the purchase of
the shares and consented to the imposition of a restrictive legend upon
the certificates evidencing such shares and warrants. The investor
represented that he had not purchased the shares as a result of or
subsequent to any advertisement, article, notice, or other communication
published in any newspaper, magazine, or similar media or broadcast on
television or radio, or presented at any seminar or meeting. The
investor also represented that he had received a term sheet describing
the offering and had received copies of, or had access to, all of the
reports made by us with the Securities and Exchange Commission. The
investor further represented that he had been afforded the opportunity
to ask questions of our management and to receive answers concerning the
terms and conditions of the transaction. No underwriting discounts or
commissions were paid in connection with the sale of these shares.
ITEM 5. OTHER INFORMATION
On March 14, 2006 a Notice of Publication was published in the Official
Gazette of the U.S. Patent and Trademark Office ("PTO") for the Service Mark
under the FINIUM brand name. At this time there have been no oppositions
filed and we are awaiting the PTO to issue a Notice of Allowance.
On April 25, 2006 a Notice of Publication was published in the Official
Gazette of the U.S. Patent and Trademark Office ("PTO") for the Service Mark
of the Trycera Financial logo. At this time there have been no oppositions
filed, but the 30 day period expires in late May 2006. If no oppositions are
filed, we will anticipate the PTO issuing a Notice of Allowance.
On April 10, 2006, we initiated an offering of up to 1,600,000 shares of
common stock for gross proceeds of $1,600,000. Each investor also receives
stock purchase warrants at a rate of 50% of the shares purchased. The
warrants are exercisable through June 30, 2013, at $1.25 with certain
incentive discounts to the exercise price available through June 30, 2010.
These shares were sold without registration under the Securities Act by
reason of the exemption from registration afforded by the provisions of
Section 4(6) and/or Section 4(2) thereof, and Rule 506 promulgated
thereunder, as a transaction by an issuer not involving any public offering.
The initial investors are:
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Number Number
Name of Shares of Warrants Amount
---- --------- ----------- --------
Knitowski Family Trust 100,000 50,000 $100,000
Dang Family Trust UTA 20,000 10,000 $20,000
Geneva T. Dang 2000 Trust 20,000 10,000 $20,000
Camellia Thu Dang 2000 TRust 20,000 10,000 $20,000
Dang 2000 Children's Trust 40,000 20,000 $40,000
Stanley Knitowski 5,000 2,500 $5,000
The investors were accredited investors as defined in Rule 501 of
Regulation D at the time of the purchase. The investors delivered
appropriate investment representations with respect to the purchase of the
shares and consented to the imposition of restrictive legends upon the
certificates evidencing such shares and warrants. The investors represented
that they had not purchased the shares as a result of or subsequent to any
advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast on television or radio, or
presented at any seminar or meeting. The investors also represented that
they had received a term sheet describing the offering and had received
copies of, or had access to, all of the reports made by us with the
Securities and Exchange Commission. The investors further represented that
they had been afforded the opportunity to ask questions of our management and
to receive answers concerning the terms and conditions of the transaction.
No underwriting discounts or commissions were paid in connection with the
sale of these shares.
ITEM 6. EXHIBITS
The following exhibits are included as part of this report:
31.1 Rule 13a-14(a) Certification by Principal Executive Officer
31.2 Rule 13a-14(a) Certification by Chief Financial Officer
32.1 Section 1350 Certification of Principal Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
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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.
Date: May 25, 2006 By: /s/ Matthew S. Kerper
Matthew S. Kerper, President
(Principal Executive Officer)
Date: May 25, 2006 By: /s/ Bryan Kenyon
Bryan Kenyon, Treasurer and
Chief Financial Officer
18