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^*

Knitowski Family Trust UDT dated 8/3/00

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2007

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 $.001	02/05/2007		P		50,000	A	$1⁽¹⁾	850,000	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⁾	02/05/2007		P		25,000		02/05/2007	02/28/2014	Common stock	25,000	⁽¹⁾	25,000	D
Warrants	⁽³⁾							09/30/2005	12/31/2012	Common stock	125,000		125,000	D
Warrants	⁽⁴⁾							04/18/2006	06/30/2013	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 February 28, 2007, at $1.00 per share; (ii) after two years and through four years from February 28, 2007, exercisable at $1.125 per share; and (iii) after four years from February 28, 2007, 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 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.

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 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.

	/s/ Alan Knitowski, Trustee	02/05/2007
	** 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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