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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007

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 $0.001	10/01/2007		P		70,000	A	$0.25	70,000	I	by LLC
Common stock, par value $0.001								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)
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)
Options	$1.03							⁽¹⁾	05/29/2017	Common stock	50,000		50,000	D
Options	$1							05/27/2007	05/27/2016	Common stock	50,000		50,000	D
Options	$0.75							05/27/2006	05/27/2015	Common stock	50,000		50,000	D
Options	$0.25							05/27/2005	05/27/2014	Common stock	50,000		50,000	D
Warrants	⁽²⁾							03/01/2007	02/28/2014	Common stock	32,500		32,500	D
Warrants	⁽³⁾							05/03/2006	06/30/2016	Common stock	10,000		10,000	D
Warrants	⁽⁴⁾							12/19/2005	12/31/2005	Common stock	25,000		25,000	D

Explanation of Responses:

1. The options vest as follows: 1/4 of the total options granted at the end of each three-month period, which initial period shall commence on the day after the grant, and immediately in the event of a Corporate Transaction, as defined in the Issuer's Stock Option/Stock Issuance Plan.

2. The warrants are exercisable at $1.25 per share with certain incentives to exercise early. The incentives are: (1) exercisable through two years from February 28, 2007, at $1.00 per shares; (ii) after two years and through four years from February 28, 2007, exercisable at $1.125 per share; and (iii) after four years from June 30, 2006, exercisable at $1.25 per share.

3. The warrants are exercisable at $1.25 per share with certain incentives to early exercised. The incentives are: (i) exercisable through two years from June 30, 2006, at $1.00 per share; (ii) after two years and through four years from June 30, 2006, exercisable at $1.125 per share; and (iii) after four years from June 30, 2006, exercisable at $1.25 per share.

4. The warrants are exercisable at $1.25 per share with certain incentives to exercise early. The incentives are: (i) exercisable through two years from December 31, 2005, at $1.00 per share; (ii) after two years and through four years from December 31, 2005, exercisable at $1.125 per share; and (iii) after four years from December 31, 2005, exercisable at $1.25 per share.

	/s/ Luan Dang	11/19/2007
	** 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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