SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KNITOWSKI ALAN S (Last) (First) (Middle) 170 NEWPORT CENTER DRIVE SUITE 220 (Street) NEWPORT BEACH CA 92660 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Trycera Financial, Inc. [ none ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/18/2006
	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $.001	04/18/2006		P		100,000	A	$1(1)	800,000	I	by Family Trust
Common stock, par value $.001								67,500	I	by IRA

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(2)	04/18/2006		P		50,000		04/18/2006	06/30/2013	Common stock, par value $.001	50,000	(1)	50,000	I	by Family Trust
Warrants	(3)							09/30/2005	12/31/2012	Common stock, par value $.001	125,000		125,000	I	by Family Trust
Options	$0.25							05/27/2005(4)	05/27/2009	Common stock, par value $.001	31,250		31,250	D
Options	$0.75							(5)	05/27/2010	Common stock, par value $.001	25,000		25,000	D
Options	(6)							(7)	05/27/2009	Common stock, par value $.001	125,000		125,000	I	by LLC

Explanation of Responses:

1. Price in offering is for shares and the warrants were granted at no additional cost at the rate of 50% of the shares purchased.

2. The warrants are exercisable at $1.25 per share with certain incentives to exercise early. The incentives are: (i) exercisable through two years from 6/30/06 at $1.00 per share; (ii) after two years and through four years from 6/30/06 exercisable at $1.125 per share; and (iii) after four years from 6/30/06 exercisable at $1.25 per share.

3. The warrants are exercisable at $1.25 per share with certain incentives to exercise early. The incentives are: (i) exercisable through two years from 12/31/05 at $1.00 per share; (ii) after two years and through four years from 12/31/05 exercisable at $1.125 per share; and (iii) after four years from 12/31/05 exercisable at $1.25 per share.

4. Options vested over time. As of May 27, 2005, all options were available for exercise.

5. These options were granted May 27, 2005, of which 18,750 are available for exercise as of the date of this report. Vesting schedule: 1/4th of the total options granted at the end of each three-month period, which initial period shall commence on the day of the grant, and immediately in the event of a Corporate Transaction, as defined in the Issuer's Stock Option/Stock Issuance Plan.

6. The exercise prices are as follows: $0.25 per share for the first 1/4 of options granted; $0.45 per share for the second 1/4 of options granted; $0.65 per share for the third 1/4 of options granted; and $0.85 per share for the final 1/4 of options granted.

7. These options were granted May 27, 2004, of which 72,917 are available for exercise as of the date of this report. Vesting schedule: (i) 1/12th per quarter for each quarter the Issuer revenue exceeds the previous quarter of revenue; (ii) 1/12th for each $250K in aggregate gross revenue the Issuer has achieved since inception; and/or (iii) immediately in the event of a Corporate Transaction, as defined in the Issuer's 2004 Stock Option/Stock Issuance Plan.

	/s/ Alan S. Knitowski	04/20/2006
	** Signature of Reporting Person	Date
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