SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Dang Luan
(Last) (First) (Middle)
1967 PORT PROVENCE PLACE
(Street)
NEWPORT BEACH CA 92660
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Trycera Financial, Inc. [ TRYF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Former Director
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $.001 12/29/2008 P4 1,710,000 A $0(1) 1,710,000 I Sagoso Capital
Common Stock, par value $.001 70,000 I Curo Capital
Common Stock, par value $.001 635,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (2) 12/29/2008 4P 125,000 09/30/2005 12/31/2012 Common Stock 125,000 (1) 125,000 I Sagoso Capital
Warrants (3) 12/29/2008 4P 50,000 04/18/2006 06/30/2013 Common Stock 50,000 (1) 50,000 I Sagoso Capital
Warrants (4) 12/29/2008 4P 25,000 02/05/2007 02/28/2014 Common Stock 25,000 (1) 25,000 I Sagoso Capital
Warrants (5) 12/29/2008 4P 150,000 07/03/2007 12/31/2014 Common Stock 150,000 (1) 150,000 I Sagoso Capital
Warrants (5) 12/29/2008 4P 280,000 10/01/2007 12/31/2014 Common Stock 280,000 (1) 280,000 I Sagoso Capital
Warrants (5) 10/01/2007 12/31/2014 Common Stock 35,000 35,000 I Curo Capital
Options $0.25 05/27/2005 05/27/2014 Common Stock 50,000 50,000 D
Options $0.75 05/27/2006 05/27/2015 Common Stock 50,000 50,000 D
Options $1 05/27/2007 05/27/2016 Common Stock 50,000 50,000 D
Options $1.03 05/27/2008 05/27/2017 Common Stock 50,000 50,000 D
Warrants (4) 03/01/2007 02/28/2014 Common Stock 32,500 32,500 D
Warrants (3) 05/03/2006 06/30/2013 Common Stock 10,000 10,000 D
Warrants (2) 12/19/2005 12/31/2012 Common Stock 25,000 25,000 D
Explanation of Responses:
1. All shares and warrants were purchased for a total of $1.00.
2. The warrants are exercisable at $1.25 per share, with an incentive to exercise early at $1.125 per share after December 31, 2007, through December 31, 2009.
3. The warrants are exercisable at $1.25 per share, with an incentve to exercise early at $1.125 per share after June 30, 2008, thorugh June 30, 2010.
4. The warrants are exercisable at $1.25 per share, with incentives to exercise early: (i) at $1.00 per share until February 28, 2009 and (ii)at $1.125 per share after February 28, 2009, through February 28, 2011.
5. The warrants are exercisable at $.3125 per share, with incentives to exercise early: (i)at $.25 per share until December 31, 2009; and (ii) at $.28125 per share after December 31, 2009 through December 31, 2011.
/s/ Luan Dang 02/18/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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