Trycera Financial, Inc. (“Trycera”) operates a website at Trycera.com (the “Site”). The information contained on the Site neither constitutes an offer for nor a solicitation of interest in any securities offering; however, if an indication of interest is provided, it may be withdrawn or revoked, without obligation or commitment of any kind prior to being accepted following the qualification or effectiveness of the applicable offering document, and any offer, solicitation or sale of any securities will be made only by means of an offering circular, private placement memorandum, private term sheet or prospectus and related disclosure documents and/or subscription documents. No money or other consideration is hereby being solicited and will not be accepted without such potential investor having been provided the applicable offering document. Joining the Site neither constitutes an indication of interest in any offering nor involves any obligation or commitment of any kind.
Trycera Financial, Inc., a Nevada corporation (the “Company”). The Company has previously filed reports with the Securities and Exchange Commission (the “SEC”) under the Exchange Act. Copies of all of these reports are available on the SEC website at www.sec.gov. The Company has completed and has Draft Audited Financials for Years Ended December 31, 2020/2019 and Review through September 30, 2021. The Company will make all current audited and unaudited financial information available upon written request. Any Subscriptions for any type of investment(s) will only be accepted from Accredited Investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act) who can understand the nature of the Offering and fully bear the risks of making an investment in restricted securities.
Forward Looking Statements
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND ANY EXPECTED RETURNS OR HYPOTHETICAL PROJECTIONS MAY NOT REFLECT ACTUAL FUTURE PERFORMANCE. FURTHERMORE, PAST RETURNS MAY REFLECT THE PERFORMANCE OF ASSETS FOR A FINITE TIME, OR DURING A PERIOD OF EXTREME MARKET ACTIVITY. ALL INVESTMENTS IN TRYCERA INVOLVE HIGH RISK AND MAY RESULT IN PARTIAL OR TOTAL LOSS. There can be no assurance that an investment of any type, mix or any projected or actual performance shown on the Site or in any particular potential investment document will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown on projections, proforma or even that all investors will experience the same amount of returns.
Historical and Projected Performance Disclosure
In considering any performance information shown on the Site or thru any performance, proforma or potential investment documentation, one should bear in mind that past or targeted performance is not indicative of future results, and there can be no assurance that any issuer will achieve comparable results or that target returns will be met.
PROJECTED AND/OR HYPOTHETICAL PERFORMANCE DOES NOT REPRESENT AN ACTUAL INVESTMENT IN ANY OF THE OFFERINGS SPONSORED OR BEING OFFERED AT ANY ONE TIME BY TRYCERA, MAY NOT REFLECT THE POTENTIAL EFFECT OF MATERIAL ECONOMIC AND MARKET RELATED FACTORS, AND DO NOT REPRESENT THE ACTUAL PERFORMANCE OR EXPERIENCE OF ANY GIVEN INVESTOR.
Nothing contained on the Site or in any documentation should be deemed to be a prediction for projection of future performance of any issuer. Prospective investors should make their own investigations and evaluations of the information contained herein. Each prospective investor should consult his/her own attorney, business adviser and tax adviser as to legal, business, tax and related matters concerning the information contained herein and such offering.
The information shown on the Site or in any particular documentation uses or includes information compiled from sources including some outside of Trycera and its affiliates. While such information is believed to be reliable for the purposes used herein, neither Trycera, nor any of its affiliates or partners, members or employees, assume any responsibility for the accuracy of such information. Unless otherwise indicated, the information on the Site or in any documentation has not been reviewed, compiled or audited by any independent third-party or public accountant. Actual investors on the Site may experience different results from any hypothetical results shown. There is a potential for loss, as well as gain, which is not reflected in the hypothetical information portrayed. The hypothetical performance results shown do not represent the results of actual investment activity but were achieved by means of the retroactive application of a model designed with the benefit of hindsight and comparison to similar type business models. Investors should carefully review the additional information presented on the Site as part of any hypothetical calculation.
The offerings available on the Site or in any documentation, except where otherwise indicated, are only open to independently verified “accredited investors,” in accordance with Rule 506(c) under Regulation D of the Securities Act of 1933, pursuant to each issuer’s private placement memorandum, term sheet, or prospectus. Prior to investing, you will be asked to independently verify your “accredited investor” status, except where otherwise indicated. Offers to sell, or solicitations of offers to buy, any security can only be made through official offering documents that contain important information about investment objectives, risks, fees use of proceeds and expenses. Investors are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity. For general information on investing, we encourage you to refer to www.investor.gov.
Offers to sell, or solicitations of offers to buy, any security can only be made through official offering documents that contain important information about investment objectives, risks, fees and expenses. Investors are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.
Some of the statements contained on the Site or in any documentation are forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These statements involve known and unknown risks, uncertainties, and other factors that may cause the project's actual results, levels of activity, performance, or achievements to be materially and adversely different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. An investment in any issuer available on the Site or in any documentation involves substantial risks, including risk of partial or total loss of investment, and each investor should carefully consider the Risk Factors contained in each issuer’s offering circular, private placement memorandum, term sheet or prospectus. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations. The information presented regarding each issuer’s offering, including information regarding financial status, business strategy, investment objectives, historical performance, projections, redemption plans, etc., merely constitute a summary of such information and is qualified in its entirety by the disclosure contained in each issuer’s offering circular, private placement memorandum, term sheet or prospectus. There can be no guarantee that any issuer available on the Site or in any documents will achieve its business objectives or that it will become profitable.
Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. All information contained in the Site or in any documentation has been prepared without reference to any particular investor’s investment requirements or financial situation. The Site may not be used by any person or entity in any jurisdiction where the use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization. Neither the SEC nor any state securities commission or regulatory authority approved, passed upon or endorsed the merits of any investment on the Site.
All information contained in the Site has been prepared without reference to any particular investor’s investment requirements or financial situation. The Site may not be used by any person or entity in any jurisdiction where the use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization.
Neither the SEC nor any state securities commission or regulatory authority approved, passed upon or endorsed the merits of any investment on the Site.
The outbreak of a novel strain of coronavirus (“COVID-19”) and its development into a pandemic have resulted in significant global economic disruption, including geographic areas where we operate, or where our customers are located, or suppliers or vendors operate. Actions taken to prevent the spread of COVID-19 by governmental authorities around the world, including imposing mandatory closures of all non-essential business facilities, seeking voluntary closures of such facilities and imposing restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions, Governmental authorities have also implemented multi-step policies with the goal of re-opening various sectors of the economy. However, certain jurisdictions began re-opening only to return to restrictions in the face of increases in new COVID-19 cases, while other jurisdictions are continuing to re-open or have nearly completed the re-opening process despite increases in COVID-19 cases. The COVID-19 outbreak may significantly worsen during the upcoming months, which may cause governmental authorities to reconsider restrictions on business and social activities. In the event governmental authorities increase restrictions, the re-opening of the economy may be further curtailed. We have experienced, and expect to continue to experience, some resulting disruptions to our business operations, as these restrictions have significantly impacted, and may continue to impact, many sectors of the economy. In addition, the perceived risk of infection and health risk associated with COVID-19, and the illness of many individuals across the globe, has and will continue to alter behaviors of consumers, and policies of companies around the world, resulting in many of the same effects intended by such governmental authorities to stop the spread of COVID-19, such as self-imposed or voluntary social distancing and quarantining and remote work policies. We are complying with local governmental jurisdiction policies and procedures where our operations reside.
The ultimate extent of the impact of COVID-19 on our business, financial condition and results of operations will depend largely on future developments, including the duration and spread of the COVID-19 outbreak within the United States, the impact of governmental actions designed to prevent the spread of COVID-19 and the development and availability of effective treatments and vaccines, all of which are highly uncertain and cannot be predicted with certainty at this time.
While the extent and duration of the economic downturn from the COVID-19 pandemic remains unclear, the Company has considered, among other things, whether the global operational disruptions indicate a change in circumstances that may trigger asset impairments and whether it needs to revisit accounting estimates and projections or its expectations about collectability of receivables. Additionally, the Company has considered the potential impacts on its fair value disclosures and on its internal control over financial reporting. During 2020 there was no significant direct impact on the Company's operations as a result of the economic downturn. While significant uncertainty still exists concerning the magnitude of the impact and duration of the COVID-19 pandemic on the global economy, the Company has determined that there was no triggering event for an impairment with respect to any of its assets nor has there been an adverse change in the probability related to the collectability of its receivables. The Company continues to assess the potential impact of the global economic situation on its financial statements.
In January 2020, the Company received a subpoena from the California Department of Business Oversight requesting certain documents and records. In May 2020, the Company engaged a law firm to respond to this subpoena and has provided all requested documentation and records and to date has complied fully with all requests.
In January 2022, the Company and its CEO was served notice of a Complaint filed from the California Department of Business Oversight, in which three allegations were brought: First Cause of Action – Offer and Sale of unqualified, non-exempt securities in violation of Corp. Code Section 25110. Second Cause of Action – Misrepresentation or omission of material facts in violation of Corp. Code Section 25401. Third Cause of Action – Violation of Prior Desist and Refrain Orders. Both the Company and its CEO disagree with these allegations and intend to vigorously defend themselves against these allegations.
On September 25, 2020, the Company received notice of a complaint filed against the Company, in Orange County Superior Court, case number 30-2020-01160668-CL-BC-CJC. The complaint consists of Breaches of Contract from one of our Kiosk Sponsors for missed payments. The outstanding balance owed, including attorney fees, is approximately $28,000. The Company is working to negotiate a satisfactory payment plan.
Debt Settlements, Judgements & Liens
The following table summarizes the debt settlement transactions in the accompanying Condensed Balance Sheets:
|September 30, 2021||December 31, 2020|
|Balance, ending||$ 598,000||$ 598,000|
Debt Settlement Liability 1
On July 2, 2013, the Company entered into new Settlement Agreements with former parties related to the Company who were owed various accounts payable, accrued expenses, and notes payable pursuant to agreements and settlements previously executed. Under the Agreements, the Company paid $7,000 as a non-refundable deposit and agreed to make 24 additional monthly payments of $6,000, which results in total cash requirement of $155,000.
In October 2019, the Company entered into a new settlement agreement. The Company agreed to pay in total $148,000 in monthly installments of $5,000 per month beginning on October 15, 2019. If the Company begins trading, the payments will increase to $10,000 per month. Additionally, $20,000 legal fees were incurred and added as part of the settlement liability in 2019. The Company is in default of this agreement, thus an additional judgment of $20,000 was applied. Payments aggregating $5,000 were made in 2020 and 2019.
As of September 30, 2021, no additional extension or agreement has been negotiated. The amount outstanding under this agreement is $177,000 as of September 30, 2021 and December 31, 2020.
Interest on default amounted to $13,000 as of September 30, 2021 and 2020.
Debt Settlement Liability 2
On October 1, 2012, the Company received judgment from the Labor Commissioner from the State of California approximating $123,000 for unpaid wages, interest and liquidated damages owed to a former related party.
On June 30, 2015, the Company entered into a Settlement Agreement, the Company was to (1) dismiss the related party as a defendant from its filed lawsuit, (2) remove the Stop Transfer filed against a stock certificate in the amount of 4,000,000 pre-split shares of common stock, (3) issue an additional 8,334 shares of common stock, and (4) pay a total of $20,000 by October 15, 2015, 10% or $2,000 of which is a nonrefundable down payment upon the execution of the Settlement Agreement. This Settlement Agreement will release the Company from any and all claims arising from the lawsuit.
On December 15, 2017, the Company entered into a modification of the Settlement Agreement. The Company owes $12,000 as of December 10, 2017 and will be paid in 2 equal installments of $6,000, the first payment will be made within 5 days from the execution of this modification and the second $6,000 on or before January 20, 2018. Also, the Company previously issued 6,167 shares of its common stock but the transfer was blocked for unknown reasons. The Company is currently assisting the former related party to remove the block on the stock transfer. Further, the Company guarantees that the former related party will receive a minimum of $31,000 from the sale of the said stocks on or before March 31, 2018.
On April 4, 2018, the Company entered into a second modification of the Settlement Agreement. The Company now guarantees that the former related party will receive a minimum of $31,000 from the sale of the said stocks on or before May 15, 2018, in consideration of the extension, the Company will pay a lump sum of $3,000 by April 6, 2018. If the $31,000 is not received by May 15, 2018, the related party retains the right to return any remaining shares to the Company and the Company agrees to make cash payment in the amount necessary to satisfy the minimum amount being guaranteed. No payment was made so the parties agreed to enter into the Third Modification on September 28, 2020. In consideration of another extension, the Company is to pay $58,366 in three installments, with the last payment on or before June 30, 2021 and in the event any payments are not completed as outlined, and/or all payments are not received in full by June 30, 2021, the former related party reserves the right to resume any and all collection efforts to satisfy the full balance of the Judgment, including, but not limited to, renewing and enforcing the Judgment for the full balance due together with the interest accruing at 10% per annum, which as of September 24, 2020 totals $196,000. The Company is in default of this agreement.
As of September 30, 2021, there are no developments or updates with this agreement. The amount outstanding under this agreement is $196,000 as of September 30, 2021 and December 31, 2020.
Debt Settlement Liability 3
On October 1, 2012, the Company received judgment from the Labor Commissioner from the State of California approximating $184,000 with interest to accrue at 10% per annum for unpaid wages, interest and liquidated damages owed to a former related party.
On December 23, 2015, the Company entered into a Settlement Agreement, the Company was to pay $185,000 by December 31, 2016 and will be satisfied as follows: (1) $20,000 within 10 days from the execution of this Settlement Agreement, (2) four equal payments of approximately $33,000 by the end of each quarter for 2016 totaling $130,000 and (3) upon timely receipt of the settlement payments mentioned in (1) and (2) totaling $150,000, the remaining $35,000 will be waived.
On October 6, 2016, the Company entered into a modification of the Settlement Agreement. Outstanding balance as of the modification date is $174,000. The Company will make the following payments (1) $32,000 within 5 days of the clearing of the next $80,000 investment, but not later than October 31, 2016, (2) $32,000 on or before January 1, 2017 or 10% of the next investments received as of this date, whichever is a greater amount, (3) $34,000 on or before April 1, 2017 or 10% of the next investments received as of this date, whichever is a greater amount, (4) $37,000 on or before July 1, 2017 or 10% of the next investments received as of this date, whichever is a greater amount and (5) $39,000 on or before October 1, 2017 or 10% of the next investments received as of this date, whichever is a greater amount.
On November 2, 2017, the Company entered into a second modification of the Settlement Agreement. Outstanding balance as of the modification date is $182,000. The Company will make the following payments (1) $5,000 monthly starting October 15, 2017 and continuing on the 20th of each month until March 20, 2018, (2) $10,000 monthly starting on April 20, 2018 and continuing on the 20th of each month until debt is paid in full and (3) when the Company secures investment in the aggregate of $500,000, then the remaining balance at the time the investment is received will be immediately due and payable. On November 20, 2018, the Company entered into a third modification of the Settlement agreement. Outstanding balance as of modification date is $144,144. The Company will make the following payments (1) $10,000 within two days of the Judge signing the related stipulation (2) $5,000 monthly starting on December 15, 2018 until February 15, 2019, and (30) $10,000 per month beginning March 15, 2019. The Company entered into a fourth modification to the Settlement agreement on October 18, 2019, making the following payments: (1) $15,000 paid on or before October 18, 2019, (2) $5,000 paid on or before November 20, 2019, and (3) $115,000 if paid on or before December 20, 2019. Payments aggregating $35,000 and $40,000 were made in 2019 and 2018, respectively.
On January 11, 2020, the parties entered the fifth modification of the Settlement Agreement for the full and final satisfaction of the debt, including interest and penalties and all claims, in six installments starting January 25, 2020. The Company was only able to make three payments and is in default of the agreement.
As of September 30, 2021, no additional extension or agreement has been negotiated. The amount outstanding under this agreement is $108,000 as of September 30, 2021 and December 31, 2020.
Interest on default amounted to $8,000 and $0 for the nine months ended September 30, 2021 and 2020, respectively.
Debt Settlement Liability 4
On December 31, 2017, the Company entered into a Settlement Agreement with a note holder. Under the Settlement Agreement, the Company was to pay $117,000. On May 1, 2020, the Company signed an agreement with the note holder stating the continuing extension of the debt until December 31, 2020 and will not impose any penalties nor interest. As of September 30, 2021, there are no developments with this agreement. The payment is still outstanding in the amount of $117,000 as of September 30, 2021 and December 31, 2020.
On or about July 2020, Unity Communications obtained a default judgement against the Company in the amount of approximately $14,000 due to a breach of contract allegation. The Company disputes the amount awarded and will address this at a future time.
On or about January 2013, The Balancing Act TV, LLC obtained a default judgment against the Company in the amount of approximately $140,000 due to a breach of contract allegation. The Company disputes the amount awarded and will address this at a future time.
On or about April 2019, the California Labor Commissioner awarded a former employee an amount of approximately $40,000 and the Orange County Superior Court entered a judgment against the Company. The Company disputes the amount awarded and will address this at a future time.
Desist & Refrain Orders / Bankruptcies
On April 14, 2008, the California Department of Corporations issued a desist and refrain order against Mr. Smith, CRS Corporation and others alleging that the parties had violated Section 25110 of the California Securities Act of 1968 by making general solicitations in connection with the sale of the common stock by CRS Corporation. The alleged violation took place in or about September 2006. First disclosed in SEC Filing HERE.
In October 2016, the Commissioner ordered an additional desist and refrain order against Mr. Smith for ‘failing to disclose the 2008 desist and refrain order’ to prospective investors, however, the Company did disclose as shown above.
The Company's CEO, Ray Smith, has previously filed for chapter 7 bankruptcy in 1998 and filed for chapter 13 bankruptcy twice in 2004, which both were dismissed (not discharged).
For additional important risks, disclosures, and information, please request by sending email to: Info@Trycera.com.