SEC FORM 4

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

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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).

1. Name and Address of Reporting Person^*

Dang Luan

(Last)

(First)

(Middle)

1967 PORT PROVENCE PLACE

(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)

X	Director	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	05/03/2006		P		20,000	A	$1⁽¹⁾	570,000	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)
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)	Code	V	(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⁾	05/03/2006		P		10,000		05/03/2006	06/30/2013	Common stock, par value $.001	10,000	⁽¹⁾	10,000	D
Options	$1	05/27/2006		A		50,000		⁽³⁾	05/27/2016	Common stock, par value $.001	50,000	⁽⁴⁾	50,000	D
Warrants	⁽⁵⁾							12/19/2005	12/31/2012	Common stock	25,000		25,000	D
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

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 options vest as follows: 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.

4. Options granted for continued service as follows: 25,000 options for being an outside director; 10,000 for being on the audit committee; 10,000 for being on the compensation committee; and 5,000 for acting as chair of compensation committee.

5. 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.

	/s/ Luan Dang	07/28/2006
	** 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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