SCHEDULE 14C
(RULE 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[ ] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement

TRYCERA FINANCIAL, INC.
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:

TRYCERA FINANCIAL, INC.
18023 East Sky Park Circle, Suite G
Irvine, CA 92614

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Trycera Financial, Inc. (the "Company") will hold its Annual Meeting of
Shareholders on May 16, 2007, at 10:00 AM, Pacific Time, at its offices
located at 18023 East Sky, Park Circle, Suite G, Irvine, California. At the
Annual Meeting, we will ask you to:

* Elect five directors;

* Ratify the appointment of Chisholm, Bierwolf & Nilson, LLC,
Certified Public Accountants, as our independent registered public
accountant for the fiscal year ending December 31, 2007;

* Consider a proposal to amend the seventh article of the Company's
articles of incorporation to limit the monetary liability of
directors and officers under both Nevada and California law; and

* Transact any other business that may properly be presented at the
annual meeting.

The Board of Directors has fixed March 19, 2007, as the record date for
determining shareholders who will be entitled to receive notice of and vote
at the Annual Meeting or any postponements or adjournments of the meeting.
A list of these stockholders will be available at the Company's offices at
least ten days before the Annual Meeting.

If you own shares of the Company's Common Stock as of March 19, 2007,
you can vote those shares by attending the Annual Meeting and voting in
person. The Company will not be soliciting proxies for the Annual Meeting.

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

By order of the Board of Directors,

/s/ Alan S. Knitowski
Alan S. Knitowski, Chairman

April 24, 2007

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING . . . . . . . . . 1
VOTING REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ELECTION OF DIRECTORS (ITEM 1) . . . . . . . . . . . . . . . . . . . . . . 3
INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES . . . . . . . . . . 5
Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . 5
Board Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Committees of the Board of Directors . . . . . . . . . . . . . . . . . . 6
Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . 6
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . 7
Fees Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CORPORATE GOVERNANCE MATTERS . . . . . . . . . . . . . . . . . . . . . . . 8
Shareholder Communications with the Board of Directors . . . . . . . . . 8
Overview of Director Nominating Process . . . . . . . . . . . . . . . . 8
OWNERSHIP OF COMPANY SECURITIES . . . . . . . . . . . . . . . . . . . . . . 8
Beneficial Owners of More than Five Percent, Directors, and Management . 8
Equity Compensation Plan Information . . . . . . . . . . . . . . . . . 10
Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . 10
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Executive Compensation Summary . . . . . . . . . . . . . . . . . . . . 11
Equity Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 13
CERTAIN TRANSACTIONS AND RELATIONSHIPS . . . . . . . . . . . . . . . . . . 13
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (ITEM 2) . . . . . . . . . . . . . . . . . . . . . . . . 14
LIMITATION OF LIABILITY PROPOSAL (ITEM 3) . . . . . . . . . . . . . . . . 15
AMENDMENT TO THE 2004 STOCK OPTION/STOCK ISSUANCE PLAN . . . . . . . . . . 16
Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Federal Income Tax Consequences of the Programs . . . . . . . . . . . . 20
Options Granted to Management and Employees . . . . . . . . . . . . . . 21
Interest of Certain Persons in Share Increase . . . . . . . . . . . . . 21
Text of Plan Amendment . . . . . . . . . . . . . . . . . . . . . . . . 22
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Information About Shareholder Proposals . . . . . . . . . . . . . . . . 23
Additional Filings . . . . . . . . . . . . . . . . . . . . . . . . . . 23
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

iii

TRYCERA FINANCIAL, INC.
INFORMATION STATEMENT
FOR THE
2007 ANNUAL MEETING OF SHAREHOLDERS

_____________________________________________________________________________

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
_____________________________________________________________________________

Q: Why did I receive this Information Statement?

A: Even though the Board of Directors is not soliciting your proxy to vote
at the meeting, because you are a shareholder of Trycera Financial, Inc.
as of March 19, 2007, the record date, and are entitled to vote at the
2007 Annual Meeting of Shareholders, the Company is required to provide
you with the information in this Information Statement. In order to
vote your shares, you will need to attend the Annual Meeting.

This Information Statement summarizes the information you need to know
to vote at the Annual Meeting. This Information Statement and proxy
card were first mailed to shareholders on or about April 25, 2007.

Q: What am I being asked to vote on?

A: You are being asked to vote on the following items:

* Election of Matthew S. Kerper, Alan S. Knitowski, Luan Dang,
Randy Cherkas, and Robert M. Lang as directors of the Company,
each for a term of one year;

* Ratification of the appointment of Chisholm, Bierwolf &
Nilson, LLC as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2007;

* A proposal to amend the seventh article of the Company's
articles of incorporation to limit the monetary liability of
directors and officers under both Nevada and California law;
and

* Any other matter properly introduced at the meeting.

Q: What are the voting recommendations of the Board of Directors?

A: The Board recommends the following votes:

* FOR each of the director nominees (Item 1);

* FOR ratification of the appointment of Chisholm, Bierwolf &
Nilson, LLC; and

* FOR the proposal to amend the seventh article of the Company's
articles of incorporation to limit the monetary liability of
directors and officers under both Nevada and California law
(Item 3).

Q: Will any other matters be voted on?

A: We are not aware of any other matters that will be brought before the
shareholders for a vote at the Annual Meeting. However, effective 20
days following the mailing of this Information Statement, an amendment
to our 2004 Stock Option/Stock Issuance Plan which was previously
approved by

shareholders owning a majority of the outstanding shares of the Company,
will become effective. This amendment increases the number of shares
authorized under the plan from 5,000,000 to 10,000,000.

Q: How do I vote?

A: If you are a shareholder of record on March 19, 2007, you can vote by
casting your vote in person at the Annual Meeting. Ballots will be
provided during the Annual Meeting to anyone who wants to vote.

Q: Is my vote confidential?

A: Yes. All ballots and vote tabulations that identify how individual
shareholders voted will be kept confidential and not be disclosed to the
Company's directors, officers or employees, except in limited
circumstances, including:

* When disclosure is required by law; or

* When written comments by a shareholder appear on voting
material.

Q: How many shares must be present to hold the Annual Meeting?

A: Holders of at least one-third of the shares of outstanding Common Stock
as of the record date must be represented at the Annual Meeting in order
to conduct business. This is called a quorum. If you vote, your shares
will be part of the quorum. Abstentions, "Withheld" votes and broker
non-votes, if any, also will be counted in determining whether a quorum
exists.

Q: What vote is required to approve the proposals?

A: In the election of directors, the five nominees receiving the highest
number of "For" votes will be elected.

The proposal to ratify the appointment of Chisholm, Bierwolf & Nilson,
LLC will require approval by a majority of the shares present at the
meeting and entitled to vote.

The proposal to amend the seventh article of the Company's articles of
incorporation to limit the monetary liability of directors and officers
under both Nevada and California law will require approval by a majority
of the shares entitled to vote.

Broker non-votes, if any, will have no impact on the other proposals.

Q: Who can attend the Annual Meeting?

A: All Company shareholders as of March 19, 2007, may attend the Annual
Meeting.

Q: Where can I find the voting results of the Annual Meeting?

A: We plan to announce preliminary voting results at the Annual Meeting and
to publish final results in our Quarterly Report on SEC Form 10-QSB for
the Quarterly Period Ended June 30, 2007.

_____________________________________________________________________________

VOTING REQUIREMENTS
_____________________________________________________________________________

Only our shareholders of record at the close of business on March 19,
2007, will be entitled to vote at the meeting. Our outstanding voting stock
as of such record date consisted of 7,912,302 shares of our common stock.
Each outstanding share of our common stock is entitled to one vote, except
for the election of directors which permits cumulative voting. Each share
voted for the election of directors is entitled to five votes, one each for
the

election of five directors, and the five votes may be cast for a single
person or may be distributed among two or more persons.

_____________________________________________________________________________

ELECTION OF DIRECTORS (ITEM 1)
_____________________________________________________________________________

The Board of Directors has nominated the following individuals for
election as directors: Matthew S. Kerper, Alan S. Knitowski, Luan Dang, Randy
Cherkas, and Robert M. Lang. Each of the nominees currently is serving as a
director of the Company. All nominees have consented to serve for the new
term.

The following table sets forth as of April 2, 2007, the name, age, and
position of our executive officers and directors:

Director
Name Age Position(s) Since
---- --- ----------- --------
Matthew S. Kerper 32 CEO, President, & Director 2004
Bryan W. Kenyon 35 CFO --
Alan S. Knitowski 37 Chairman 2004
Luan Dang 35 Director 2004
Randy Cherkas 44 Director 2004
Robert M. Lang 38 Director 2006

Directors are elected for a term of one year and until their successors
are elected and qualified. Annual meetings of the stockholders, for the
selection of directors to succeed those whose terms expire, are to be held at
such time each year as designated by the Board of Directors. The Board of
Directors has not selected a date for the next annual meeting of
shareholders. Officers are elected by the Board of Directors, which is
required to consider that subject at its first meeting after every annual
meeting of stockholders. Each officer holds his office until his successor
is elected and qualified or until his earlier resignation or removal.

Set forth below is certain biographical information regarding our
current executive officers and directors:

MATTHEW KERPER has been our President since May 2004. From April 2002
until May 2004, he was Director of Wholesale Distribution and Director of
Reseller Distribution for Next Estate Communications (now called Green Dot
Corporation), a leading provider of prepaid MasterCard cards and stored
value solutions. From April 2000 until January 2002 he was vice-president of
electronic commerce for PayStar Corporation, a distributor of
telecommunications and stored value products. From January 2000 until
December 2000 he was vice-president of operations for PAIDCard, a company
which developed a prepaid credit card. In 1999 he was CEO of Gut Boyz, Inc.
which was a national distributor of causal apparel. In 1997, Mr. Kerper
received a Bachelor of Science degree in Business Information Systems from
the University of Phoenix and in 2001 he received his M.B.A. from Pepperdine
University's Graziadio School of Business and Management.

BRYAN KENYON has been our Chief Financial Officer since May 2004. From
May 2002 until February 2004, he was Director of Financial Planning and
Analysis for Next Estate Communications (now called Green Dot Corporation), a
leading provider of prepaid MasterCard cards and stored value solutions.
While in this position, he was responsible for company activities relating to
financial planning and business analysis. In addition Mr. Kenyon served as
the liaison for company-wide investor relations delivering business climate
and financial performance summaries to key stakeholders. From February 2000
until May 2002 he was employed by Fluor Corporation, a global engineering,
construction, and procurement organization, as Finance Manager for government
services, Finance Manager for global IT, and Senior Financial Analyst. He
had responsibility for management of people and processes, including line of
business overhead, capital budgets, cost performance, and activity-based cost
management. Prior to joining Fluor Corporation, Mr. Kenyon was employed by
Baker Tanks in the role of Manager of Business Analysis from November 1998
until February 2000. While working at Baker Tanks, a niche market equipment
rental and tank organization, Mr. Kenyon developed a broad knowledge base in
fixed price and complex contract financing and retail pricing sensitivity
modeling. Mr. Kenyon received his bachelor's degree in business

administration/finance from California State University at Fullerton in 1994.
He received his MBA from Pepperdine University in 2001.

ALAN KNITOWSKI has been our Chairman since May 2004. He has been the
President of Alternative Investments for Curo Capital, LLC, since January
2007, and has been Co-Manager of the Curo Capital Appreciation Fund I, LLC,
since January 2007. He has also been Chairman of Caneum, Inc. (OTC BB:
CANM), a business process and information technology outsourcing products and
services company, since June 11, 2003. Mr. Knitowski was the Founder and has
served as the Managing Director of Ecewa Capital Group, LLC, since January
2004. He was the Co-Founder and has served as the Managing Director of
Trymetris Capital Management, LLC, and the Trymetris Capital Fund I, LLC,
since April 2004. He has served as a Director of WindSpring, Inc., since
January 2004, as an advisor of Edgewater Networks, Inc., since June 2005, as
a Director of Vootage, Inc., since January 2007, and as an Angel Investor of
numerous technology, media, biotechnology and energy companies.

Previously, from 2000 to 2003 Mr. Knitowski was Co-Founder and Director
of Telverse Communications, Inc., a next-generation advanced services ASP
focused on wholesale communications services for carriers, service providers
and value-added resellers, which was acquired in July 2003 by Level 3
Communications (NASDAQ: LVLT). Most recently, Mr. Knitowski was Director of
Marketing for the Voice Technology Group at Cisco Systems from November 2000
to March 2003 and was responsible for business, market and community
development, including business planning and strategy for Cisco's global
packet communications initiatives. In November 2000, Mr. Knitowski joined
Cisco as part of the Vovida Networks acquisition, where he served as
Co-Founder, President and CEO and led the company from idea conception in
January 1999 through its eventual acquisition by Cisco (NASDAQ: CSCO) in
November 2000.

From December 20000 to October 2002, Mr. Knitowski was an Angel Investor
and Director of vCIS, a proactive software behavior analysis and anti-virus
security company, and helped negotiate and structure its acquisition by
Internet Security Systems (NASDAQ: ISSX). Additionally, he was a Founding
Director of both the Open Multimedia Protocol Alliance (OMPA) and the
International Softswitch Consortium (ISC) in early 1999, which were
subsequently merged and scaled to nearly 200 companies prior to renaming
itself to become the International Packet Communications Consortium (IPCC) in
2003. During his tenure at the consortium, Mr. Knitowski served as its Vice
Chairman, Co-Chair of its Government Liaison Working Group and one of its
external evangelists.

Previously, Mr. Knitowski worked in various operational, line management
and consulting roles with The Results Group (1998 1999), Nortel Networks
(1996 1998), Hewlett Packard (1991) and the United States Army ( 1991
1996), where he served as an Airborne, Air Assault and Ranger qualified
Captain in the Corps of Engineers both domestically and abroad. Mr.
Knitowski holds an MBA from the University of California at Berkeley (1999),
an MS in industrial engineering from the Georgia Institute of Technology
(1992) and a BS in industrial engineering from the University of Miami
(1991). He has delivered and moderated general and executive sessions at
various events and conferences within the communications industry, has
appeared on radio and television to discuss next-generation networking and
packet communications and has delivered educational sessions on
next-generation networking and packet communications to the United States
Federal Communications Commission.

LUAN DANG has been President of Strategic Investments for Curo Capital
LLC since January 2007, and has been Co-Manager of the Curo Capital
Appreciation Fund I LLC, since January 2007. He has also been President of
Alternative Investments for Trymetris Capital Management LLC, and Co-Manager
of the Trymetris Capital Fund I LLC, since January 2007. He has served as
Vice Chairman of Caneum, Inc. (OTC BB: CANM), a business process and
information technology outsourcing services company, since 2005, and
currently serves on the audit committee and chairs the compensation
committee. He has also been an Advisor of Bitfone, Inc. (acquired by
Hewlett-Packard (NYSE: HPQ) in December 2006), since 2006, of Vootage, Inc.
since January 2007, and of Edgewater Networks, Inc., since June 2005. Mr.
Dang was a director of engineering for Cisco Systems from November 2000 until
February 2005, overseeing the development of VoIP products and strategies and
the next generation SIP call control. From February 1999 until November 2000
he was Co-Founded of and employed by Vovida Networks, a software development
firm for VoIP, as CTO and Senior Vice-President. From 1999 to 2002, Mr. Dang
served as a member of the Technical Advisory Council for the International
Softswitch Consortium, which has become the International Packet
Communications Consortium. In addition to filing two telephony patents for
voice-over-IP in 1999 and caller IP in 1998, he holds a patent on display
screen management apparatus in 1997. He is the co-author of a book

entitled Practical VoIP that is currently being used as a core textbook for
teaching VoIP system development at universities worldwide. Mr. Dang
received his BS degree in computer science from the University of California
at San Diego in 1992. He received his MS degree in computer science from
Stanford University in 1996. Mr. Dang has been an honored speaker at
national and international conferences in the telecom industry, including
acting as Chairman of the Media Gateway Control 2000 Conference in La
Defense, France.

RANDY CHERKAS was a founder of GTS Prepaid, Inc., a distributor of
prepaid products, and was its president from its inception in April 2000
until its sale in August 2004. He was the president of Global
Telecommunication Solutions, Inc., a telecommunications company, from
September 1998 until November 1999, and was a director from February 1998
until November 1999. From February 1998 to August 1998, Mr. Cherkas served
as chief operating officer for Global. Global Telecommunications Solutions,
Inc. filed for bankruptcy in October 2000. In April 1994, Mr. Cherkas
founded Networks Around the World, Inc. ("NATW") and served as its president
until February 1998, when NATW was acquired by Global Telecommunication
Solutions, Inc. He is a graduate of the University of Pennsylvania's Wharton
School and received his Bachelor of Science degree in business in 1984. Mr.
Cherkas is also a member of the board of directors and chairman of the
Membership Committee for the International Prepaid Communications Association
(IPCA), a trade association that serves the prepaid communications industry
including: phone cards, wireless, and other prepaid telecommunications
carriers and distributors. He has been involved in developing prepaid
programs for such retail chains as A&P Supermarkets, Circle K, Wawa Food
Markets, Sunoco and 7-Eleven, as well as promotional programs for MTV
Networks, Pepsi, Kraft Foods and the Children's Miracle Network.

ROBERT M. LANG has been the Vice-President, Capital Markets for The
Irvine Company, LLC, a company developing, acquiring and operating investment
properties and residential land development, since August 2000. From April
1998 to July 2000, Mr. Lang was Vice-President, Public Finance for J.P.
Morgan Securities, Inc. Mr. Lang received his Bachelor of Arts in Political
Economy from University of California at Berkeley in 1989 and his Master's
Degree in Public Policy from Harvard University in 1992.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE
DIRECTOR NOMINEES NAMED ABOVE.

_____________________________________________________________________________

INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES
_____________________________________________________________________________

Director Independence

Our securities are not listed on a national securities exchange or in an
inter-dealer quotation system which has requirements that directors be
independent. As a result, we have adopted the independence standards of the
American Stock Exchange to determine the independence of our directors and
those directors serving on our committees. These standards provide that a
person will be considered an independent director if he or she is not an
officer of the company and is, in the view of the Company's Board of
Directors, free of any relationship that would interfere with the exercise of
independent judgment. Our Board of Directors has determined that three of
our directors, Luan Dang, Robert M. Lang, and Randy Cherkas, would meet this
standard and therefore, would be considered to be independent.

Board Attendance

The Board of Directors met seven times in 2006. During that period,
each incumbent director attended 75% or more of the aggregate number of
meetings of the Board and the committees on which he served, and average
attendance was 100%. Mr. Knitowski serves as chairman at all meetings of the
Board of Directors. During 2006, the Company's non-management directors did
not meet in executive session.

The Board has not adopted any policy with regard to Board members' attendance
at annual meetings of shareholders. This is the first annual meeting of
shareholders held by the Company.

Committees of the Board of Directors

In May 2004 our Board created an Audit Committee and a Compensation
Committee. Randy Cherkas, Robert M. Lang, and Luan Dang currently serve on
each committee, all of whom are deemed to be independent directors. Mr.
Cherkas is chair of the Audit Committee and Mr. Dang is chair of the
Compensation Committee. Our Board of Directors has determined that we do not
have an audit committee financial expert serving on our Audit Committee. Our
board has determined that the need for an audit committee financial expert
during our initial phase of operations does not warrant the expense to retain
such an expert.

The Audit Committee held one meeting in 2006. It does not have a
charter. However, the Board has assigned the committee the duties generally
to assist the Board in fulfilling its responsibility for oversight of the
quality and integrity of our accounting, auditing and financial reporting
practices; monitor the integrity of our financial reporting process, systems
of internal controls and disclosure controls regarding finance, accounting
and legal compliance; review areas of potential significant financial risk to
the Company; review consolidated financial statements and disclosures;
appoint an independent registered public accounting firm for ratification by
our shareholders; monitor the independence and performance of our independent
registered public accountants and internal auditing department; pre-approve
all audit and non-audit services provided by our independent registered
public accountants; review the scope and results of the annual audit
including reports and recommendations of our independent registered public
accountants; review the internal audit plan, results of internal audit work;
and periodically meet with our internal audit group, management, and
independent registered public accounting firm.

The Compensation Committee held two meetings in 2006. It does not have
a charter. However, the Compensation Committee's responsibilities generally
assigned to it by the Board include the following: approve and oversee the
implementation of the executive and director compensation philosophy,
policies and programs; consider and recommend for approval by the Board all
executive compensation programs including benefits, stock option plans and
stock ownership plans; and promote an executive compensation program that
supports the overall objective of enhancing shareholder value. The
Compensation Committee has been given authority to retain and terminate
consultants, outside counsel and other advisors as the Committee may deem
appropriate in its sole discretion. The Committee has sole authority to
approve related fees and retention terms. The Committee annually evaluates
the CEO's performance in light of established goals and objectives. Based
upon the Committee's evaluation and recommendation, the committee sets the
CEO's annual compensation, including salary, bonus, incentive and equity
compensation and perquisites. The CEO annually reviews the performance of
each of our senior officers. The CEO also annually reviews the performance
of our other senior officers and provides oversight of management's
evaluations of our other officers. The Compensation Committee has not been
given power to delegate any authority described above to other persons. The
Compensation Committee has not engaged any compensation consultants in
determining or recommending the amount or form of executive and director
compensation.

In May 2004 the Board of Directors established an advisory board to
assist management in its business goals. Jason Daggett was appointed to the
advisory board as its initial member. As compensation to him for accepting
this appointment, we issued him 140,000 shares.

On July 28, 2004, the Board of Directors created a Disclosure Committee
composed of our President, Chairman, and CFO. The purpose of the Disclosure
Committee is to assist our principal executive officer and the principal
financial officer in fulfilling their responsibility for oversight of the
accuracy and timeliness of disclosures made by us in our periodic reports.

Report of the Audit Committee

The Audit Committee has reviewed and discussed the Company's audited
financial statements as of and for the fiscal year ended December 31, 2006
with management and Chisholm, Bierwolf & Nilson, LLC, the Company's
independent registered public accounting firm. Management is responsible for
the Company's internal control over financial reporting and the financial
statements, while Chisholm, Bierwolf & Nilson is responsible for conducting
its audit in accordance with generally accepted auditing standards and
expressing opinions on the Company's financial statements in accordance with
U.S. generally accepted accounting principles (GAAP).

The Audit Committee reviewed with Chisholm, Bierwolf & Nilson the
overall scope and plans for their audit of the Company's financial
statements. The Audit Committee also discussed with Chisholm, Bierwolf &
Nilson matters relating to the quality and acceptability of the Company's
accounting principles, as applied in its financial reporting processes, as
required by Statement of Auditing Standards (SAS) No. 61, as amended by SAS
No. 90. In addition, the Audit Committee reviewed and discussed with
Chisholm, Bierwolf & Nilson the auditor's independence from management and
the Company, as well as the matters included in written disclosures received
from Chisholm, Bierwolf & Nilson as required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees. As part of
its review, the Audit Committee reviewed fees paid to Chisholm, Bierwolf &
Nilson and determined that Chisholm, Bierwolf & Nilson did not perform any
non-audit services for the Company during 2006.

Based upon the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2006, for filing with the Securities and
Exchange Commission.

MEMBERS OF THE AUDIT COMMITTEE:

RANDY CHERKAS, CHAIR
LUAN DANG
ROBERT M. LANG

_____________________________________________________________________________

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
_____________________________________________________________________________

Fees Paid

Chisholm, Bierwolf & Nilson, LLC served as the Company's independent
registered public accounting firm for the fiscal years ended December 31,
2006 and December 31, 2005. The following fees were paid to Chisholm
Bierwolf & Nilson for services rendered during the Company's last two fiscal
years:

Audit Fees

The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our annual financial statements, review
of financial statements included in the quarterly reports and other fees that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for the fiscal years ended December 31,
2006 and 2005 were $24,925 and $23,174, respectively.

Audit-Related Fees

There were no fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the
audit or review of the financial statements, other than those previously
reported above, for the fiscal years ended December 31, 2006 and 2005.

Tax Fees

There were no fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice and tax planning for the
fiscal years ended December 31, 2006 and 2005.

All Other Fees

There were no other fees billed for products or services provided by the
principal accountant, other than those previously reported above, for the
fiscal years ended December 31, 2006 and 2005.

Audit Committee

Three of the five members on our Board of Directors functions as our
Audit Committee. All of the services described above for the years ended
December 31, 2006 and 2005, were approved by the Audit Committee.

_____________________________________________________________________________

CORPORATE GOVERNANCE MATTERS
_____________________________________________________________________________

Shareholder Communications with the Board of Directors

Our current policy is to permit security holders to recommend candidates
for election as directors and to provide for a process for stockholders to
send other communications to the Board of Directors. Stockholders may send
communications to the Board of Directors by contacting our President,
Mr. Kerper, in one of the following ways:

* In writing at 18023 East Sky Park Circle, Suite G, Irvine, CA
92614;
* By e-mail at mkerper@trycera.com

The President will submit each nomination or communication received to
the Board of Directors at the next regular meeting. At such meeting the
Board will consider such director candidates recommended by security holders.
We have not received any nominations from security holders and therefore have
not determined a process for evaluating nominees for director based upon
whether the nominee is recommended by a security holder.

Overview of Director Nominating Process

We do not have a standing Nominating Committee; recommendations for
candidates to stand for election as directors are made by the Board of
Directors. Each director participates in the consideration of director
nominees. We believe it is appropriate not to have a separate Nominating
Committee at this early stage of our operations.

We have not established any minimum qualifications which must be met by
a nominee and have not determined any specific qualities or skills that a
nominee must possess to serve on the Board of Directors. We have not and do
not intend to engage any third party to identify or evaluate or assist in
identifying or evaluating potential nominees.

Code of Ethics

On August 25, 2004, the Board of Directors adopted a Code of Ethics.
The purpose of the Code of is to set the expectations of the highest
standards of ethical conduct and fair dealings. The Code of Ethics applies
to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions.

_____________________________________________________________________________

OWNERSHIP OF COMPANY SECURITIES
_____________________________________________________________________________

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

The following table sets forth certain information furnished by current
management concerning the ownership of the common stock of our company as of
April 2, 2007, of (i) each person who is known to us to be the beneficial
owner of more than 5 percent of the common stock; (ii) all directors and
executive officers; and (iii) our directors and executive officers as a
group:

Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership(1) Class(2)
- ------------------- ----------------------- ----------
Matthew S. Kerper 1,992,085(3) 22.4%
18023 East Sky Park Circle
Suite G
Irvine, CA 92614

Bryan W. Kenyon 1,390,080(4) 16.0%
18023 East Sky Park Circle
Suite G
Irvine, CA 92614

Alan S. Knitowski 1,323,750(5) 15.9%
2 San Joaquin Plaza
Suite 240
Newport Beach, CA 92660

Luan Dang 852,500(6) 10.5%
2 San Joaquin Plaza
Suite 240
Newport Beach, CA 92660

Randolph Cherkas 216,667(7) 2.7%
7 Leeds Road
Moorestown, NJ 08057

Robert M. Lang 108,750(8) 1.4%
9 Coastal Canyon Drive
Newport Beach, CA 92657

Executive Officers and Directors 5,883,832 56.1%
as a Group (6 Persons)

Knitowski Family Trust UDT 1,050,000(9) 12.9%
Dated August 30, 2000
2 San Joaquin Plaza
Suite 240
Newport Beach, CA 92660

Eric Bronk 758,312(10) 9.4%
170 Newport Center Drive
Suite 220
Newport Beach, CA 92660

Trymetris Capital Fund I, LLC 452,302(11) 5.7%
2 San Joaquin Plaza
Suite 240
Newport Beach, CA 92660
__________
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the
Securities and Exchange Commission. Unless otherwise indicated in the
footnotes to this table, and subject to community property laws where
applicable, we believe that each of the stockholders named in this table
has sole voting and investment power with respect to the shares
indicated as beneficially owned. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to
securities. Beneficial ownership also includes shares of stock subject
to options and warrants currently exercisable or exercisable within 60
days of the date of this table.
(2) Applicable percentages are based on 7,912,302 shares of our common stock
outstanding on April 2, 2007.
(3) Includes 1,000,000 shares issuable upon exercise of options.
(4) Includes 775,000 shares issuable upon exercise of options and 90,000
shares held in his children's trusts.

(5) Includes 206,250 shares issuable upon exercise of options, including
125,000 options held by Ecewa Capital Group, LLC, an entity controlled
by Mr. Knitowski, and 200,000 shares issuable upon exercise of warrants
held by his family trust included below. The number of shares
beneficially owned by Mr. Knitowski includes 850,000 shares held by his
family trust included below and 67,500 shares held by his IRA.
(6) Includes 150,000 shares issuable upon exercise of options and 67,500
shares issuable upon exercise of warrants.
(7) Includes 125,000 shares issuable upon exercise of options.
(8) Includes 33,750 shares issuable upon exercise of options and 25,000
shares issuable upon exercise of warrants.
(9) Includes 200,000 shares issuable upon exercise of warrants. All of
these shares beneficially owned by this family trust are also included
in the shares beneficially owned by Mr. Knitowski above.
(10) Includes 175,000 shares issuable upon exercise of options, and 10,000
shares owned by a trust for which Mr. Bronk is the trustee and has
voting control, but no beneficial ownership. Also includes 452,302
shares held by Trymetris Capital Fund I, LLC which are also included
below.
(11) The voting and investment power over these shares is held by Eric Bronk,
a managing member of the manager of this limited liability company, and
are also include above with the shares beneficially owned by Mr. Bronk.

Equity Compensation Plan Information

The following table sets forth as of the most recent fiscal year ended
December 31, 2006, certain information with respect to compensation plans
(including individual compensation arrangements) under which our common stock
is authorized for issuance:

Number of securities remaining
Number of securities to Weighted-average available for future issuance
be issued upon exercise exercise price of under equity compensation plans
of outstanding options, outstanding options, (excluding securities reflected
warrants and rights warrants and rights in column (a) and (b))
(a) (b) (c)
----------------------- -------------------- -------------------------------

Equity compensation plans
approved by security holders 2,886,250 $0.63 1,936,750

Equity compensation plans not
approved by security holders -0- -0- -0-

Total 2,886,250 $0.63 1,936,750

_________
(1) The number of shares authorized under the 2004 Stock Option/Stock
Issuance Plan will be increased from 5,000,000 to 10,000,000
effective 20 days after the mailing of this Information Statement.
See "Amendment to the 2004 Stock Option/Stock Issuance Plan" below
for a description of the plan and the amendment.

Section 16(a) Beneficial Ownership Reporting Compliance

The following table identifies each person who, at any time during the
fiscal year ended December 31, 2006, was a director, officer, or beneficial
owner of more than 10% of our common stock that failed to file on a timely
basis reports required by Section 16(a) of the Exchange Act during the most
recent fiscal year:

Number of Transactions
Number of Not Reported on a Reports
Name Late Reports Timely Basis Not Filed
- ---- ------------ ---------------------- ---------
Luan Dang 1 2 0
Alan Knitowski 1 1 0
Knitowski Family Trust 1 1 0

_____________________________________________________________________________

EXECUTIVE COMPENSATION
_____________________________________________________________________________

Executive Compensation Summary

The following table sets forth the compensation of the named executive
officers for each of the two fiscal years ended December 31, 2006 and 2005:

SUMMARY COMPENSATION TABLE

Stock Option All Other
Name & Salary Awards Awards Compensation Total
Principal Position Year ($) ($) ($) ($) ($)
- ------------------ ---- -------- ---------- ----------- ------------ --------

Matthew S. Kerper 2006 $120,000 $6,963(4) $126,963
CEO 2005 $120,000 $42,000(1) $162,000

Bryan W. Kenyon 2006 $100,000 $7,984(2) $107,984
CFO 2005 $100,000 $25,000(3) $200,000(3) $7,984(2) $332,984

__________
(1) On December 30, 2005, our Compensation Committee granted a bonus of
42,000 vested shares of our common stock to Mr. Kerper for service
under his employment agreement for his initial year of service from
May 10, 2004, through May 9, 2005. The shares vested on January 4,
2006. The value of the shares was determined in accordance with
FAS 123R.
(2) Mr. Kenyon's other annual compensation consists of a $307 per pay
period adjustment for healthcare.
(3) On December 30, 2005, our Compensation Committee granted 25,000
vested shares and 200,000 stock purchase options to Mr. Kenyon.
The options are exercisable at $1.00 per share and vest at the rate
of 1/16th per quarter for each quarter our revenue exceeds the
previous quarter of revenue starting first quarter 2006,
independent of whether the revenue is generated from acquisition or
non-acquisition business activities. The value of the shares and
options was determined in accordance with FAS 123R.
(4) Mr. Kerper's other annual compensation consists of a $267 per pay
period adjustment for healthcare.

On May 27, 2004, the Compensation Committee approved employment
agreements and compensation for Matthew S. Kerper as President and for Bryan
Kenyon as CFO. The following description sets forth the material individual
terms of these agreements:

* Matthew S. Kerper. The initial period of the employment agreement
for Mr. Kerper is three years beginning May 10, 2004. Pursuant to
the employment agreement, this initial term will be extended for
one additional year. He is required to devote his full time to the
business of the company. His base salary is $120,000 per annum.
He received a signing bonus of 1,000,000 shares, which were
previously issued by the Board of Directors on May 7, 2004, and
options to purchase 1,000,000 shares as additional compensation for
entering into the agreement.

* Bryan Kenyon. The initial period of the employment agreement for
Mr. Kenyon is three years beginning May 26, 2004. The term of this
agreement will be extended for one additional year unless we notify
him by April 26, 2007, that we do not intend to extend the
agreement for the additional year. He is required to devote his
full time to the business of the company. His base salary is
$100,000 per annum. He received a signing bonus of 600,000 shares,
which were previously issued by the Board of Directors on May 7,
2004, and options to purchase 750,000 shares as additional
compensation for entering into the agreement.

Each of the employment agreements contains the following provisions
which apply to each of the parties:

* The options were granted pursuant to our 2004 Stock Option/Stock
Issuance Plan.

* The exercise price of the options granted to the employees is $0.25
of the first quarter of the options granted; $0.45 for the next
quarter; $0.65 for the next quarter; and $0.85 for the final
quarter granted.

* The options granted to the employees shall vest as follows: 1/12th
per quarter for each quarter of company revenue exceeding the
previous quarter of revenue since his date of hire, independent of
whether the revenue is generated from acquisition or
non-acquisition business activities, 1/12th for each $250K in
aggregate gross revenue growth from the day he commences work at
the company, at the three year six month anniversary of his
employment with the company, and/or immediately in the event of a
Corporate Transaction, as defined in the 2004 Stock Option/Stock
Issuance Plan.

* Mr. Kerper is eligible to receive an annual performance bonus
between 25% and 100% of the then applicable base salary upon
achievement of annual performance objectives payable either in cash
or stock. Mr. Kenyon is eligible to receive an annual performance
bonus between 10% and 50% of the then applicable base salary upon
achievement of annual performance objectives payable either in cash
or stock.

* Each employee, together with his spouse and dependents, is entitled
to participate in any employee benefit plans maintained by the
Company of general applicability to other senior executives,
including, without limitation, group medical, dental, vision,
disability, life insurance, flexible-spending account, 401(k) and
other plans.

* The employee is entitled to three weeks paid vacation per year.

* Each agreement contains customary termination and confidentiality
provisions.

Pursuant to their employment agreements, Mr. Kerper and Mr. Kenyon were
granted stock bonuses by the Compensation Committee for 2005. Mr. Kerper
received 42,000 shares and Mr. Kenyon received 25,000 shares. The shares
were granted on December 30, 2005, and vested on January 3, 2006. Also, on
December 30, 2005, the Compensation Committee approved the grant of 200,000
stock options for Bryan Kenyon as CFO.

Equity Awards

The following table sets forth certain information concerning
unexercised options for Messrs Kerper and Kenyon that were outstanding as of
December 31, 2006:

Outstanding Equity Awards at Fiscal Year-End

Option Awards
---------------------------------------------------
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised
Options Options Exercise Option
(#) (#) Price Expiration
Name Exercisable Unexercisable ($) Date
- ---- ----------- ------------- -------- ----------
Matthew S. Kerper, CEO 250,000 $0.25 5/27/2014
250,000 $0.45 5/27/2014
250,000 $0.65 5/27/2014
250,000 $0.85 5/27/2014

Bryan W. Kenyon, CFO 187,500 $0.25 5/27/2014
187,500 $0.45 5/27/2014
187,500 $0.65 5/27/2014
187,500 $0.85 5/27/2014
25,000 175,000 $1.00 12/30/2015

Director Compensation

The following table sets forth certain information concerning the
compensation of our directors, excluding Mr. Kerper whose total compensation
is set forth in the Summary Compensation Table above, for the last fiscal
year ended December 31, 2006:

Director Compensation
----------------------------------------------------------------
Option All Other
Awards(1)(2) Compensation Total
Name ($) ($) ($)
---- ------------ ------------ ---------
Luan Dang $100,000 $100,000
Randy Cherkas $159,000 $159,000
Alan S. Knitowski $120,313 $60,000(3) $180,313
Robert M. Lang $45,000 $45,000
__________
(1) The value of option awards was the 2006 compensation charge
dollar amount recognized for financial statement reporting
purposes in accordance with FAS 123R.
(2) As of December 31, 2006, the aggregate number of option awards
outstanding for each director in the table was as follows:
Mr. Dang 150,000; Mr. Cherkas, 150,000; Mr. Knitowski,
225,000, including 125,000 options held by Ecewa Capital Group
LLC, an entity controlled by Mr. Knitowski; and Mr. Lang,
45,000.
(3) We pay $5,000 per month to Ecewa Capital Group, LLC., an
entity of which Mr. Knitowski is the managing director.

Directors are permitted to receive fixed fees and other compensation for
their services as directors, as determined by our Board of Directors. The
Board has adopted a policy to compensate non-employee directors. Each such
director receives options for each year of service. At the commencement of
each year of service as a non-employee director, the person receives options
to purchase 25,000 shares. The options are exercisable at market value on
the date of grant based upon the average closing bid price for the ten
trading days immediately preceding appointment or the anniversary date. The
Board also grants annual options to purchase 10,000 shares for these
directors to serve on a committee of the board, and 5,000 shares to chair the
committee. These options vest as to 25% of the options per quarter, starting
on the date of grant. They expire ten years from the date of grant.

_____________________________________________________________________________

CERTAIN TRANSACTIONS AND RELATIONSHIPS
_____________________________________________________________________________

On January 8, 2007, we entered into an agreement to pay $1,000 of the
rent on office space of Curo Capital, LLC, a company controlled by Alan
Knitowski, our Chairman, and Luan Dang, one of our directors. The agreement
expires on December 31, 2008, and acts as the office of the Chairman for our
company.

On January 1, 2006, we entered into an agreement with Ecewa Capital
Group LLC, a company of which Mr. Knitowski is the managing director. The
term of the agreement is for 48 months and is automatically renewable for an
additional six months unless notification is provided at least 90 days prior
to the original expiration date. Under the agreement Ecewa is to provide
general business and corporate strategy consulting services. We pay $5,000
per month for these services.

On June 16, 2006, we granted options to purchase 45,000 shares to Robert
M. Lang for accepting appointment as a non-employee director. The options
are exercisable at $1.00 per share. Of the total number of options, 33,750
are fully vested and the remaining 11,250 will vest on June 16, 2007.

On May 27, 2006, we awarded 25,000 options to Alan S. Knitowski, our
Chairman as compensation under our standard compensation arrangements for
non-employee directors. The options are exercisable at $1.00 per share. Of
the total number of options, 18,750 are fully vested and the remaining 6,250
will vest on May 27, 2007.

On May 27, 2006, we awarded 50,000 options to Luan Dang, a director,
member of our Audit and Compensation Committees, and chairman of our
Compensation Committee, as compensation under our standard compensation
arrangements for non-employee directors and committee members. The options
are exercisable at $1.00 per share. Of the total number of options, 37,500
are fully vested and the remaining 11,250 will vest on May 27, 2007.

On September 14, 2006, we granted options to purchase 50,000 shares to
Randy Cherkas for his annual compensation as a non-employee director. The
options are exercisable at $1.43 per share. Of the total number of options,
25,000 are fully vested and 12,500 of the remaining options vesting on June
14, 2007, and the balance on September 14, 2007.

We have employment agreements with Matthew S. Kerper, our President, and
Bryon W. Kenyon, our CFO. Under the terms of the agreements we pay $120,000
and $100,000, respectively, to Messrs Kerper and Kenyon.

These transactions may not have been or may not be on terms as beneficial as
could be obtained from unrelated parties. In addition, the related parties
may have interests that differ from those of other investors. We may engage
in additional related party transactions in the future on less favorable
terms than those offered by unrelated parties. These related party
transactions would favor the interests of the related parties over those of
the other stockholders.

_____________________________________________________________________________

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(ITEM 2)
_____________________________________________________________________________

The Audit Committee has appointed Chisholm, Bierwolf & Nilson, LLC as
the Company's independent registered public accounting firm for the fiscal
year ending December 31, 2007, subject to ratification by the Company's
shareholders. While the Audit Committee is responsible for the appointment,
compensation, retention, termination and oversight of the independent
registered public accounting firm, the Audit Committee and the Board are
requesting, as a matter of policy, that the shareholders ratify the
appointment of Chisholm, Bierwolf & Nilson as the Company's independent
registered public accounting firm. The Audit Committee is not required to
take any action as a result of the outcome of the vote on this proposal.
However, if the Company's shareholders do not ratify the appointment, the
Audit Committee may investigate the reasons for shareholder rejection and may
consider whether to retain Chisholm, Bierwolf & Nilson or to appoint another
independent registered public accounting firm. Furthermore, even if the
appointment is ratified, the Audit Committee in its discretion may appoint a
different independent registered public accounting firm at any time during
the year if it determines that such a change would be in the best interests
of the Company and the Company's shareholders.

Representatives of Chisholm, Bierwolf & Nilson, which also served as our
independent registered public accounting firm for 2006, are not expected to
be present at the Annual Meeting. However, if representatives of the firm
are present at the Annual Meeting, they will have an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions by shareholders. For additional information regarding the
Company's relationship with Chisholm, Bierwolf & Nilson, please refer to
"Fees Paid to Independent Registered Public Accounting Firm" on page 7 of
this Information Statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEM 2, WHICH
RATIFIES THE APPOINTMENT OF CHISHOLM, BIERWOLF & NILSON, LLC AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2007.

_____________________________________________________________________________

LIMITATION OF LIABILITY PROPOSAL (ITEM 3)
_____________________________________________________________________________

The Board of Directors is proposing that the seventh article of the
Company's Articles of Incorporation be amended to read as follows:

No director or officer shall be personally liable to the
corporation or its stockholders for monetary damages for any breach
of fiduciary duty by such person as a director or officer.
Notwithstanding the foregoing sentence, a director or officer shall
be liable to the extent provided by applicable law, (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) for the payment of distributions in
violation of NRS 78.300. Notwithstanding anything contained in the
Articles of Incorporation to the contrary, the personal liability
of the directors or officers of the corporation is hereby
eliminated to the fullest extent permitted by the applicable
provisions of the Nevada Revised Statutes, as the same may be
amended and supplemented. In addition, the liability of the
directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.

The Company believes that it will be better able to attract and retain
qualified directors and officers by limiting the potential for monetary
claims against such persons. The increasing frequency of litigated claims
against directors and officers has greatly expanded the risks to directors
and officers of exercising their respective duties. The time and money
required to respond to and litigate such claims can be substantial. The
seventh article of the Company's Articles of Incorporation presently provides
that the "personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the General Corporation Law of
the State of Nevada as the same may be amended and supplemented." The
Company believes the proposed amendment clarifies and expands the elimination
of monetary liability by applying the provision to both officers and
directors and by clearly providing its applicability under California law,
which may be applicable to the Company. It may have the effect of reducing
the likelihood of derivative litigation against directors and officers and
may discourage or deter shareholders from instituting litigation against both
directors and officers for breach of their duty of care, even though such an
action might benefit the Company and its shareholders. However, the Board of
Directors believes this concern is outweighed by the benefit to the Company
of retaining highly qualified directors. The Board of Directors believes
that the proposed amendment to the Articles of Incorporation may have a
favorable impact over the long term on the availability, cost, amount, and
scope of coverage of directors' liability insurance, although there can be no
assurance of such an effect.

While the proposed amendment may be viewed as further limiting the
rights of shareholders in some respects, the Board of Directors believes,
however, that these provisions will help balance the legal obligations of,
and protections for, directors and officers, and will contribute to the
quality and stability of the Company's corporate governance. The Board of
Directors has concluded that the benefit to shareholders of improved
corporate governance outweighs any possible adverse effects on shareholders.

In addition to applicable provisions under Nevada law relating to the
Company as a Nevada corporation, certain provisions of California corporate
law may apply to the Company. Section 2115 of the California General
Corporation Law subjects certain foreign corporations doing business in
California to various substantive provisions of the California General
Corporation Law in the event that the average of its property, payroll and
sales is more than 50% in California and more than one-half of its
outstanding voting securities are held of record by persons residing in the
State of California. Currently, management believes the Company meets this
test and would be considered a pseudo California corporation, even though it
was incorporated under the laws of the State of Nevada. This designation as
a pseudo California corporation would continue until the end of the first
year following a year in which we did not meet one of these tests.

Among the substantive provisions applicable to a pseudo California
corporation are laws relating to the directors' standard of care and the
liability of directors for unlawful distributions, as such may be applicable
to the elimination of monetary liability of directors. The Company is
proposing to eliminate the monetary liability of both directors and officers
to the extent permissible under Nevada and California law. California and
Nevada have

similar laws respecting provision in their articles of incorporation
eliminating the liability of a director to the corporation or its
shareholders for monetary damages for breach of the director's fiduciary duty
of care. There are nonetheless certain differences between the laws of the
two states respecting limitation of liability.

California law permits eliminating or limiting the personal liability of
a director for monetary damages in an action brought by or in the right of
the corporation (a "derivative suit") for breach of a director's duties to
the corporation and its shareholders; provided, however, that the corporation
may not eliminate or limit liability for (i) intentional misconduct or
knowing and culpable violation of law; (ii) acts or omissions that a director
believes to be contrary to the best interests of the corporation or its
shareholders, or that involve the absence of good faith on the part of the
director; (iii) receipt of an improper personal benefit; (iv) acts or
omissions that show reckless disregard for the director's duty to the
corporation or its shareholders, where the director in the ordinary course of
performing a director's duties should be aware of a risk of serious injury to
the corporation or its shareholders; (v) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the corporation or its shareholders; (vi) interested
transactions between the corporation and a director in which a director has a
material financial interest; and (vii) liability for improper distributions,
loans, or guarantees. California law also provides that no such provision
will eliminate or limit the liability of a director for any act or omission
occurring prior to the date when the provision becomes effective, which in
this case will be the date of the Annual Meeting, if such provision is
approved. Further, California law provides that such a provision cannot
eliminate or limit the liability of an officer for any act or omission as an
officer, even if that officer is also a director or that his actions, if
negligent or improper, were ratified by the Board of Directors.

Under Nevada law, such a provision may not eliminate or limit director
or officer monetary liability for (i) acts or omissions involving intentional
misconduct, fraud, or a knowing violation of law or (ii) the payment of
certain prohibited distributions. Such limitation of liability provision also
may not limit a director's or officer's liability for violation of, or
otherwise relieve the corporation or its directors or officers from the
necessity of complying with, federal or state securities laws, or affect the
availability of non-monetary remedies such as injunctive relief or
rescission.

THE MEMBERS OF THE BOARD OF DIRECTORS MAY BE DEEMED TO HAVE A PERSONAL
INTEREST IN EFFECTING THE PROPOSED AMENDMENT, BECAUSE, AS DIRECTORS OR ALSO
AS OFFICERS OF THE COMPANY, THEY MAY PERSONALLY BENEFIT FROM THE LIMITATIONS
ON LIABILITY CONTAINED IN THE AMENDMENT. NEVERTHELESS, THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEM 3, WHICH AMENDS THE ARTICLES OF
INCORPORATION TO LIMIT THE MONETARY LIABILITY OF DIRECTORS AND OFFICERS UNDER
BOTH NEVADA AND CALIFORNIA LAW.

_____________________________________________________________________________

AMENDMENT TO THE 2004 STOCK OPTION/STOCK ISSUANCE PLAN
_____________________________________________________________________________

Background

On May 4, 2004, our board of directors adopted the 2004 Stock
Option/Stock Issuance Plan. Our shareholders approved the Plan on June 14,
2004. The Plan provides for the granting of stock options or the issuance of
restricted stock to the employees, officers, and consultants of our company.
This is our only stock option or stock grant Plan. On June 16, 2006, the
Board of Directors authorized an amendment to the plan to increase the number
of shares of common stock under the plan to 10,000,000, subject to
shareholder approval. On July 27, 2006, shareholders owning 3,938,634
shares, or 53.7% of the total outstanding shares on such date, approved the
amendment, which will become effective 20 days after the mailing of this
Information Statement. The complete text of the amendment is set forth at
the end of this section of the information statement.

The Plan

The purpose of the Plan is to provide eligible persons an opportunity to
acquire a proprietary interest in our company and as an incentive to remain
in our service. Awards under the Plan consist of both non-qualified options
and qualified options intended to qualify as "Incentive Stock Options" under
Section 422 of the Internal Revenue Code, and stock grants. The following
discussion sets forth the material terms and conditions of the Plan:

Administration

The Plan is administered by our Compensation Committee, which is
composed of Luan Dang, Randy Cherkas, and Robert M. Lang, three of our
directors, and is chaired by Mr. Dang. The Compensation Committee selects
the employees, directors and consultants who will be granted options or
issued stock under the Plan and, subject to the provisions of the Plan, will
determine the terms and conditions and number of shares subject to each
option or stock issuance. Messrs. Dang, Cherkas, and Lang do not vote on
their own compensation under the Plan.

Shares Subject to the Plan

The Plan currently authorizes the issuance of shares or the granting of
either incentive stock options or non-incentive stock options to purchase in
the aggregate up to 5,000,000 shares of our common stock. The shares
available for issuance will be increased or decreased according to any
reclassification, recapitalization, stock split, stock dividend or other such
subdivision or combination of our common stock. Shares of our common stock
subject to unexercised options that expire or are terminated prior to the end
of the period during which options may be granted under the Plan will be
restored to the number of shares available for issuance under the Plan.

Eligibility

The persons presently eligible to participate in the Plan are as
follows: employees of our company and any of its subsidiaries, consisting of
four persons; non-employee members of our board or non-employee members of
the board of directors of any of our subsidiaries, consisting of four
persons; and consultants and other independent advisors who provide services
to us or any of our subsidiaries, consisting of two persons. Options may be
granted, or shares issued, to consultants or advisors who are natural persons
and who provide bona fide services to us or one of our subsidiaries, provided
that the services are not in connection with the offer or sale of securities
in a capital-raising transaction, and do not directly or indirectly promote
or maintain a market for our securities.

The Plan administrator has full authority to determine which eligible
persons are to be granted options and to fix the terms of the options granted
not inconsistent with the provisions of the Plan. The Plan administrator
also has full authority to determine which eligible persons are to be issued
shares pursuant to the Plan and the terms upon which those shares are to be
issued not inconsistent with the provisions of the Plan. In general, there
is no limitation regarding the amount of securities that an eligible optionee
or participant may receive or purchase.

Issuance of Stock and Exercise Price of Options

The Plan administrator will determine the number of shares to be issued
under the stock issuance program and the purchase price thereof, and the
number of shares that the optionee may purchase upon exercise of the option
and the price at which the shares may be purchased. The aggregate fair
market value as of the respective date or dates of the grant of any one or
more options to any employee under the Plan, or any other option Plan of our
company or its subsidiaries, which may for the first time become exercisable
as an incentive stock option during any one calendar year cannot exceed the
sum of $100,000. To the extent that an employee holds two or more of such
options which become exercisable for the first time in the same calendar
year, the $100,000 limitation on the right to exercise of those options as
incentive stock options will be applied on the basis of the order in which
the options were granted. Those options which are included in any amounts in
excess of the $100,000 limitation will be deemed to be nonstatutory options
and exercisable as nonstatutory options.

Stock issued under the stock issuance plan may vest immediately or upon
terms established by the Plan administrator, provided that (unless such
requirement is amended or waived by the Plan administrator in a particular
case) at least 20% of the total shares subject to a vesting schedule will
fully vest in each calendar year on the anniversary date of the issuance of
the shares.

Irrespective of whether a participant's shares are vested or are held in
escrow, a participant to whom shares under the stock issuance Plan have been
issued will have the right to vote those shares and to receive any regular
cash dividends paid on those shares.

Term

The Plan will continue in effect until all of the stock available for
grants or issuance has been acquired through exercise of options or grants of
shares, or until May 1, 2014, whichever is earlier. The Plan may also be
terminated in the event of certain corporate transactions such as a merger or
consolidation or the sale, transfer or other disposition of all or
substantially all of our assets. The Plan may be terminated earlier or
modified by the Board provided that no rights of optionees or participants
may be altered unless with the consent of the persons holding options or
shares of common stock pursuant to the Plan who are affected.

All options available to be granted, and stock to be issued, under the
Plan must be granted or issued by May 1, 2014. The Plan administrator will
determine the actual term of the options but no option will be exercisable
after the expiration of ten years from the date granted. All options and
unvested stock issuances outstanding at May 1, 2014, under the Plan shall
continue to have full force and effect in accordance with the provisions of
the documents evidencing such options or issuances.

The options granted pursuant to the Plan are not transferable except by
will or the laws of descent and distribution. Shares granted under the stock
issuance program are not transferable until the shares are vested.

Material Terms of Stock Options

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

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

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

During the lifetime of the person to whom an option has been granted,
only that person has the right to exercise the option and that person cannot
assign or transfer any right to the option. Upon the death of the person to
whom an option has been granted, the option may be exercised only by those
persons who inherit from the holder of the option by will or under the
applicable laws of descent and distribution.

A person to whom an option has been granted will not have any rights as
a shareholder until the option has been exercised, the full exercise price
and withholding taxes payable have been paid respecting the shares issuable
upon exercise of the option, and the person exercising the option has become
a shareholder of record.

The Plan administrator has the authority, with the consent of the option
holder affected, to cancel outstanding options and to grant in substitution
therefore new options covering the same or a different number of shares at an
exercise price per share based upon the fair market value per share of such
stock on the date of the grant of a new option.

If an employee is terminated for misconduct, the options granted to him
will terminate immediately upon his employment termination date. Upon
termination of employment with or service to our company or any of its
subsidiaries of an optionee, except termination for misconduct, the following
provisions will apply:

* After termination of employment or service of an optionee for
any reason other than disability, death or termination for
misconduct, the optionee will have a period of three months
following the date of termination of employment or service of
the optionee within which to exercise all options which have
vested as of the date of such termination.

* Upon termination of service by reason of total disability, the
optionee will have a period of 12 months following the date of
termination within which to exercise all options which have
vested as of the date of such termination.

* If the employment or service of an optionee terminates by
reason of the death of that optionee the personal
representative of the estate of the deceased optionee or the
person or persons to whom an option passes by will or the laws
of descent and distribution will have a period of 12 months
within which to exercise all options which have vested at the
date of the death of the optionee.

* Under no circumstance of termination of employment or service
will any options be exercisable after the specified term of
the option has expired.

* The Plan administrator shall have the discretion, exercisable
either at the time an option is granted or at any time while
the option remains outstanding, to extend the period of time
for which the option is to remain exercisable following
optionee's cessation of service or death from the limited
period otherwise in effect for that option to such greater
period of time as the Plan administrator shall deem
appropriate, but in no event beyond the expiration of the
option term; and/or permit the option to be exercised, during
the applicable post-service exercise period, not only with
respect to the number of vested shares for which such option
is exercisable at the time of the optionee's cessation of
service but also with respect to one or more additional
installments in which the optionee would have vested under the
option had the optionee continued in service.

Material Terms of Stock Grants

At the discretion of the Plan administrator, shares may be granted at
such cost as determined by the Plan administrator, or for no monetary
compensation.

Stock issued under the stock issuance Plan may vest immediately or upon
terms established by the Plan administrator, provided that (unless such
requirement is amended or waived by the Plan administrator in a particular
case) at least 20% of the total shares subject to a vesting schedule will
fully vest in each calendar year on the anniversary date of the issuance of
the shares.

If employment with or service to us terminates for whatever cause at a
time when the participant holds unvested shares issued under the stock
issuance Plan, those shares will be immediately surrendered to us and
cancelled. In the event the participant paid for the shares surrendered in
cash or cash equivalent, the amount of that consideration will be repaid. In
the event that the participant furnished a promissory note in payment of
shares surrendered, the remaining balance of that note attributable to the
surrendered shares will be cancelled. In the sole discretion of the Plan
administrator, the surrender and cancellation of any unvested shares issued
under the stock issuance Plan may be waived at anytime by the Plan
administrator subject to such terms and conditions or on no terms and
conditions as the Plan administrator may determine.

Amendment to the Plan

Our board of directors has complete and exclusive power and authority to
amend or modify the Plan. However, no amendment or modification can
adversely affect the rights and obligations with respect to options or
unvested stock issuances which are outstanding under the Plan unless the
optionee or the participant consents to the amendment or modification. Also,
the board of directors cannot amend the Plan, without shareholder approval,
in a manner which would:

* cause outstanding options which are intended to qualify as
incentive options to fail to qualify;
* increase the number of shares issuable over the term of the
Plan;
* cause the Plan to fail to meet the requirements of Rule 16b-3;
or
* violate applicable law.

Options may be granted, and shares may be issued, under the Plan which
are in each instance in excess of the number of shares then available for
issuance, so long as any excess shares actually issued would be held in
escrow until shareholder approval is obtained to amend the Plan to increase
the number shares available for issuance. If shareholder approval were not
obtained within twelve months after the date the first excess of issuances
are made, then any unexercised options granted on the basis of this excess
shares would terminate and cease to be outstanding and we would promptly
refund to the optionees and the participants the exercise or purchase price
paid for any excess shares issued under the Plan and held in escrow, together
with interest for the period the shares were held in escrow, and the shares
would thereupon be automatically canceled and cease to be outstanding.

As of July 27, 2006, options to purchase 2,836,250 shares were
outstanding and we had granted 92,000 restricted shares under the Plan. No
options had been exercised. Thus, at July 27, 2006, we had 2,071,750
remaining shares authorized for issuance under the Plan. Management believed
that this number was insufficient to meet its needs to grant options or issue
shares under the Plan for the next twelve months. Management believes that
this increase should satisfy our existing obligations for grants under the
Plan for the next three years.

Federal Income Tax Consequences of the Programs

The following is a general discussion of the federal income tax effects
of participating in the Plan. Because the application and effect of federal
taxation depends for specific results on the precise circumstance of the
individual option holder and individual participant in the Plan, persons are
directed to seek the advice of their legal and tax professionals for specific
appropriate guidance in respecting options and shares acquired under the
Plan. Moreover, because state and local laws respecting income taxes are
variable, persons are further directed to seek the advice of such
professionals regarding the effect of these laws.

The Option Grant Program

Options granted under the Plan may be either tax-qualified employee
incentive options or non-qualified options. Qualified options can be granted
only to employees, while non-qualified options can be granted to employees,
non-employee directors, and consultants.

Incentive Stock Options. In the case of incentive options, neither
grant nor exercise results in compensation income to the employee or a
compensation deduction for the company. If the employee holds the stock
issued on exercise for a holding period of at least two years after the date
of grant, or one year after the exercise (whichever is longer), then upon
subsequent sale of the stock, the employee will recognize as capital gains
income (not compensation income) the difference between the sale price and
the exercise price. If the employee sells the stock before the prescribed
holding period has passed (a "disqualifying disposition"), then the employee
will recognize as compensation income the difference between the exercise
price and the fair market value of the stock at the time of exercise. That
compensation income will be added to the basis of the option stock in
determining the capital gain, if any, on the disqualifying disposition.

Non-qualified Stock Options. In the case of non-qualified options, the
grant does not result in compensation income for the option holder or a
compensation deduction for the company. The exercise of a non-qualified
option results in the option holder recognizing as compensation income the
difference between the exercise

price and the fair market value of the stock at the time of exercise. The
company would have a compensation deduction in the same amount.

The Stock Issuance Plan

Any shares of common stock issued to a participant as a bonus or as an
incentive to accept employment with the issuer or any of its subsidiaries
will be subject to federal taxation as ordinary income in the amount of the
fair market value of those shares on the date of issuance. In circumstances
when a participant purchases shares of common stock under our stock issuance
Plan at a price less then the fair market price of those shares on the date
of issuance thereof, the participant will have taxable ordinary income in the
amount of the difference between the price paid for the relevant shares and
the fair market value thereof on the date of issuance of the shares. In
either case, the participant will have to pay applicable withholding taxes,
social security taxes and Medicare taxes.

Options Granted to Management and Employees

The following table shows all outstanding options as of July 27, 2006,
whether currently exercisable or not, granted under the Plan to our officers,
directors and employees.

OUTSTANDING OPTIONS TABLE

Number of
Name and Position Option Shares Dollar Value(1)
----------------- ------------- ---------------

Matthew S. Kerper, Director and President 1,000,000 $450,000

Bryan W. Kenyon, CFO 950,000 $337,500

Executive Group (2 Persons)(2) 1,950,000 $787,500

Non-Executive Director Group
(4 Persons)(3) 501,250 $148,938

Non-Executive Officer Employee
Group (12 Persons)(4) 385,000 $159,235
__________
(1) The dollar value of the options is determined by the difference
between the exercise price of the options and the fair market value
of the underlying stock as determined by the closing price of the
stock on the date of this table. On July 27, 2006, the fair market
value of the stock was based on the last sale price of the stock by
us in a non-public offering of our common shares since a sale of our
stock had not yet occurred on the OTC Bulletin Board.
(2) This group consists of Matthew S. Kerper, our President, and Bryan
W. Kenyon, our CFO, our only executive officers.
(3) This group consists of Alan Knitowski, our Chairman, and Luan Dang,
Randy Cherkas, and Robert M. Lang, our directors, none of whom is an
executive officer. It also includes 125,000 options granted to a
company controlled by Mr. Knitowski.
(4) This group consists of Ronald N. Vance, our Secretary, and employees
of and advisors to our company or its subsidiary.

Prior to the date of this table, we issued 25,000 shares under the Plan
to an employee who is no longer employed by us.

Interest of Certain Persons in Share Increase

We have not agreed to grant any additional options to management.
However, we expect to continue granting options in accordance with our
current compensation policies.

* Executive and director employee option grants. We have employment
agreements with two of our directors, Matthew S. Kerper, our
President, and Bryan W. Kenyon, our CFO. These employment
agreements do not require us to grant additional options. However,
the agreements provide that they are eligible to receive an annual
bonus between 25% and 100% of the then applicable base salary
payable in

cash or stock. For 2005, the compensation committee granted 42,000
shares to Mr. Kerper and 25,000 shares and 200,000 options to Mr.
Kenyon as bonuses.

* Non-employee directors' initial option grants. When a non-employee
director is first elected to the board, he receives an option to
purchase 25,000 shares for accepting his appointment and his
service as a director during the first year. The options are
exercisable at market value at the time of grant. The board also
grants options to purchase 10,000 shares for these directors to
serve on a committee of the board, and 5,000 shares to chair the
committee. These options vest as to 25% of the options every three
months, starting on the date of grant. They expire ten years from
the date of grant.

* Non-employee directors' annual option grants. On each annual
anniversary date of the appointment of a non-employee director, the
director receives additional options to purchase 25,000 shares for
his service as a director during the year. The options are
exercisable at market value at the time of grant. The board also
grants options to purchase 10,000 shares for these directors to
serve on a committee of the board, and 5,000 shares to chair the
committee during the year. These options vest as to 25% of the
options every three months, starting on the date of grant. They
expire ten years from the date of grant.

Luan Dang, one of our non-employee directors, has served as a director
since May 7, 2004. He has also been a member of our Compensation Committee
and our Audit Committee, and chairman of our Compensation Committee, since
May 25, 2004. Since becoming a director and a member of our committees, he
has received a total of 150,000 options and will continue to receive
additional options pursuant to the above-referenced schedule so long as he
remains a non-employee director.

Randy Cherkas, one of our non-employee directors, has served as a
director since September 14, 2004. He has also been a member of our
Compensation Committee and our Audit Committee, and chairman of our Audit
Committee, since September 14, 2004. Since becoming a director and a member
of our committees, he has received a total of 150,000 options and will
continue to receive additional options pursuant to the above-referenced
schedule so long as he remains a non-employee director.

Robert M. Lang, one of our non-employee directors, has served as a
director since June 16, 2006. He has also been a member of our Compensation
Committee and our Audit Committee since June 16, 2006. Since becoming a
director and a member of our committees, he has received a total of 45,000
options and will continue to receive additional options pursuant to the
above-referenced schedule so long as he remains a non-employee director.

Alan Knitowski, another of our non-employee directors, has served as a
director since May 7, 2004. Since becoming a director, he has received a
total of 225,000 options under our Stock Option/Stock Issuance Plan and will
continue to receive additional options pursuant to the above-referenced
schedule so long as he remains a non-employee director. Of the total options
granted to Mr. Knitowski, 18,750 have lapsed and 125,000 were granted to an
entity controlled by him.

Text of Plan Amendment

Paragraph 1 of Section 1(E) of the Stock Option/Stock Issuance Plan will
be amended to read as follows (changed language is bracketed and struck
through):

The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. The maximum number of shares
of Common Stock which may be issued over the term of the Plan shall
not exceed [5,000,000 (deleted text)] 10,000,000 shares.

_____________________________________________________________________________

ADDITIONAL INFORMATION
_____________________________________________________________________________

Information About Shareholder Proposals

If you wish to submit a proposal for inclusion in next year's proxy
statement and proxy, we must receive the proposal on or before December 26,
2006, which is 120 calendar days prior to the anniversary of this year's
mailing date. Upon timely receipt of any such proposal, the Company will
determine whether or not to include such proposal in the proxy statement and
proxy, in accordance with applicable regulations governing the solicitation
of proxies. Any proposals should be submitted in writing to: Corporate
Secretary, Trycera Financial, Inc., 18023 East Sky Park Circle, Suite G,
Irvine, CA 92614.

Additional Filings

A link to the Company's Forms 10-KSB, 10-QSB, 8-K and all amendments to
those reports are available without charge through the Company's website on
the Internet as soon as reasonably practicable after they are electronically
filed with, or furnished to, the Securities and Exchange Commission. They
may be accessed at the Company's website (www.trycera.com) by clicking on
"Investor Relations," and then "Trycera Financial Public Filings."
Information on our website is not considered part of this Information
Statement.

_____________________________________________________________________________

OTHER BUSINESS
_____________________________________________________________________________

The Board of Directors is not aware of any matters requiring shareholder
action to be presented at the Annual Meeting other than those stated in the
Notice of Annual Meeting.

In lieu of a separate annual report, the Company is furnishing with this
Information Statement a copy of the Company's 2006 Annual Report on Form
10-KSB. Also, the Company will provide to any shareholder, without charge
and upon written request, a copy (without exhibits unless otherwise
requested) of the Company's Annual Report on Form 10-KSB for the Fiscal Year
Ended December 31, 2006, as filed with the Securities and Exchange
Commission. Any such request should be directed to Trycera Financial, Inc.,
Investor Relations, 18023 East Sky Park Circle, Suite G, Irvine, CA 92614;
telephone (949) 273-4300.

By Order of the Board of Directors,

/s/ Matthew S. Kerper
Matthew S. Kerper, President