UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 6, 2009
Trycera Financial, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-30872 33-0910363
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(State or Other Jurisdiction Commission IRS Employer
of Incorporation) File Number) Identification No.)
1656 Reunion Avenue, Suite 250, South Jordan, UT 84095
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (801) 446-8802
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On February 6, 2009, Ray A. Smith was appointed as President and Chief
Executive Officer of Trycera Financial, Inc. (the "Company") and will be the
Company's principal executive officer. Mr. Smith replaced Mr. Vance who was
appointed President and Chief Executive Officer on January 22, 2009.
Mr. Vance was also appointed as Chairman. Set forth below is certain
information about Mr. Smith:
Name Age Positions Employment Background
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Ray A. Smith 36 President and Chief Since April 2006 Mr. Smith has been
Executive Officer the President and a director of CRS
Corporation, a company offering
credit enhancement, credit education,
and consumer financial assistance
services. From February 2002 until
April 2006, he as the President and
CEO of Comm 2020 which operated a
call center marketing credit services
and a credit card application
processing center for Visa and
MasterCard.
Officers are elected by the Board of Directors and hold office until a
successor is elected and qualified, or his earlier resignation or removal.
Any officer of the Company may be removed at any time, with or without cause,
by the Board of Directors.
On April 14, 2008, the California Department of Corporations issued a
desist and refrain order against Mr. Smith, CRS Corporation and others
alleging that the parties had violated Section 25110 of the California
Securities Act of 1968 by making general solicitations in connection with the
sale of the common stock by CRS Corporation. The alleged violation took
place in or about September 2006.
In connection with the appointment of Mr. Smith as President and CEO,
the Board approved a one-year, full-time employment agreement with Mr. Smith
effective February 6, 2009. The agreement will be extended for additional
one-year periods unless it is terminated by the Company at least 90 days
before its expiration. The base salary to be paid to Mr. Smith is $10,000
per month beginning when the Company raises a minimum of $300,000. In
addition, Mr. Smith shall be entitled to a signing bonus of stock of the
Company when all of the existing liabilities of the Company are satisfied and
the Company completes a reverse acquisition or merger transaction. Also,
when the payment of salary commences, the Company has agreed to provide
Mr. Smith an expense allowance of $2,000 per month. The employment agreement
is terminable upon the death or disability of Mr. Smith, or for cause, and
may be terminated by the Company without cause which would require the
Company to pay a severance benefit in an amount equal to 90 days' salary.
Item 8.01 Other Events
On January 29, 2009, the Company entered into a consulting agreement
with Balius Consulting Group, LLC, an entity controlled by Bryan Kenyon, a
former director and officer of the Company, and Steven Murphy, a former
accounting consultant to the Company. Balius has agreed to assist in the
negotiation of outstanding liabilities of the Company and to gather and
organize the corporate and financial records of the Company. The Company has
agreed to pay any hourly fee for work performed by Balius and to pay a bonus
based upon the settlement amount of the outstanding payables. The consulting
agreement will terminate on December 31, 2009, unless terminated by the
Company earlier for cause or if Messrs Kenyon or Murphy shall cease to
provide the services for Balius.
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: February 6, 2009 By /s/ Ronald N. Vance
Ronald N. Vance, Chairman
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