SEC FORM 5

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.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KNITOWSKI ALAN S

(Last)

(First)

(Middle)

2 SAN JOAQUIN PLAZA

SUITE 240

(Street)

NEWPORT BEACH

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		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner & 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001	12/29/2008		S4	1,710,000	D	⁽¹⁾	0	I	by Family Trust
Common Stock, par value $.001							67,500	I	by IRA
Common Stock, par value $.001							70,000	I	by LLC

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	⁽²⁾	12/29/2008		4S		50,000	04/18/2006	06/30/2013	Common Stock	50,000	⁽¹⁾	0	I	Family Trust
Warrants	⁽³⁾	12/29/2008		4S		25,000	02/05/2007	02/28/2014	Common Stock	25,000	⁽¹⁾	0	I	Family Trust
Warrants	⁽⁴⁾	12/29/2008		4S		150,000	07/03/2007	12/31/2014	Common Stock	150,000	⁽¹⁾	0	I	Family Trust
Warrants	⁽⁴⁾	12/29/2008		4S		280,000	10/01/2007	12/31/2014	Common Stock	280,000	⁽¹⁾	0	I	Family Trust
Options	$1.03						05/29/2008	05/29/2017	Common Stock	25,000		25,000	D
Options	$1						05/27/2007	05/27/2016	Common Stock	25,000		25,000	D
Options	$0.75						05/27/2006	05/27/2015	Common Stock	25,000		25,000	D
Options	$0.25						05/27/2005	05/27/2014	Common Stock	31,250		31,250	D
Warrants	⁽⁴⁾						10/01/2007	12/31/2014	Common Stock	35,000		35,000	I	by LLC
Options	⁽⁵⁾						09/30/2006	05/27/2014	Common Stock	125,000		125,000	I	by LLC

Explanation of Responses:

1. All shares and warrants were sold 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 through June 30, 2010.

3. The arrants 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.

4. 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.

5. The exercise prices are as follows: $.025 per share for the first 1/4 of options granted; $.45 per share for the second 1/4 of options granted; $.65 per share for the third 1/4 options granted; and $.85 per share for the final 1/4 of options granted.

	/s/ Alan Knitowski	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).
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