Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - Trycera Financial, Inc. | ex32-2.htm |
| EX-31.2 - EX-31.2 - Trycera Financial, Inc. | ex31-2.htm |
| EX-32.1 - EX-32.1 - Trycera Financial, Inc. | ex32-1.htm |
| EX-31.1 - EX-31.1 - Trycera Financial, Inc. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2015
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 000-30872
TRYCERA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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33-0910363
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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18100 Von Karman Ave, Suite 850, Irvine, California
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92612
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(Address of principal executive offices)
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(Zip Code)
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(949) 705-4480
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
At November 23, 2015 there were 15,858,007 shares of the registrant’s Common Stock outstanding, par value $0.001 per share.
TRYCERA FINANCIAL, INC.
Table of Contents
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PART I FINANCIAL INFORMATION
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PAGE
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Item 1.
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4
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4
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5
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Item 2.
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9
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Item 3.
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13
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Item 4.
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13
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PART II OTHER INFORMATION
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Item 1.
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14
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Item 1A.
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14
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Item 2.
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14
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Item 3.
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14
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Item 4.
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14
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Item 5.
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Item 6.
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16
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FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements and information that are based on assumptions made by management and on information currently available. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and similar expressions, as they relate to our company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others the following: changes in federal, state or municipal laws governing the distribution and performance of financial services; a general economic downturn; our startup phase of operations; reliance on third party processors and product suppliers; the inability to locate suitable acquisition targets; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected.
Unless otherwise provided in this report, references to “we”, “us”, “our” and “Company” refer to Trycera Financial, Inc.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Trycera Financial, Inc.
Balance Sheets
(Unaudited)
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September 30,
|
December 31,
|
|||||||
|
2015
|
2014
|
|||||||
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Assets
|
||||||||
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Current Assets
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||||||||
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Cash
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$ | 250 | $ | - | ||||
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Prepaid expenses and other current assets
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16,913
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190,649
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||||||
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Total Current Assets
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17,163
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190,649
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||||||
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Property & Equipment, net
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3,164 | 4,759 | ||||||
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Total Fixed Assets
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3,164 | 4,759 | ||||||
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Total Assets
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$ |
20,327
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$ |
195,408
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||||
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Liabilities & Stockholders’ Deficit
|
||||||||
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Current Liabilities
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||||||||
| Checks drawn in excess of bank balance | $ | - | $ |
348
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||||
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Accounts payable
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315,408 | 749,666 | ||||||
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Accounts payable - related parties
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137,145 | 179,565 | ||||||
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Portfolio reserves
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- | 34,774 | ||||||
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Accrued expenses
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1,048,000 | 2,180,765 | ||||||
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Debt settlement liability, net
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147,500 | 141,355 | ||||||
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Derivative liability
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19,000 | 100,000 | ||||||
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Unsecured notes, current maturities
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222,478 | 94,448 | ||||||
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Convertible notes payable, net of discounts, current maturities
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638,042 | 713,042 | ||||||
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Total Current Liabilities
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2,527,573 |
4,193,963
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||||||
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Long-term Liabilities
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||||||||
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Unsecured notes, less current maturities
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10,000 | 138,030 | ||||||
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Total Long-term Liabilities
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10,000 | 138,030 | ||||||
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Total Liabilities
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2,537,573 |
4,331,993
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||||||
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Stockholders’ Deficit
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||||||||
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Preferred stock, 20,000,000 shares authorized,
$.001 par value; none issued and outstanding
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- | - | ||||||
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Common stock, 500,000,000 shares authorized at
$.001 par value; 15,858,007 and 667,673 shares
issued and outstanding, respectively
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15,858 | 668 | ||||||
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Additional paid in capital
|
23,214,064
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11,086,696 | ||||||
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Accumulated deficit
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(25,747,168
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) | (15,223,949 | ) | ||||
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Total Stockholders’ Deficit
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(2,517,246
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) | (4,136,585 | ) | ||||
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Total Liabilities & Stockholders’ Deficit
|
$ |
20,327
|
$ |
195,408
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||||
The accompanying notes are an integral part of these financial statements.
Effects of the 1 for 1,000 reverse stock split effective March 27, 2015 have been retroactively applied to all periods presented.
Trycera Financial, Inc.
Statements of Operations
(Unaudited)
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For the Three Months Ended
|
For the Nine Months Ended
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|||||||||||||||
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Sept. 30,
2015
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Sept. 30,
2014
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Sept. 30,
2015
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Sept. 30,
2014
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|||||||||||||
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Revenues
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$
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237
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$
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4,907
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$
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10,152
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$
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16,483
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||||||||
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237
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4,907
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10,152
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16,483
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|||||||||||||
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Cost of Sales
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313
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133
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554
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812
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||||||||||||
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Gross Profit (loss)
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(76
|
)
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4,774
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9,598
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15,671
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|||||||||||
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Expenses
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||||||||||||||||
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Salaries and wages
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23,840
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125,280
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9,769,237
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396,437
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||||||||||||
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Professional fees
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3,574
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9,015
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115,803
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27,015
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||||||||||||
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Other selling, general and administrative
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49,697
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14,258
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246,014
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103,740
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||||||||||||
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Total Expenses
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77,111
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148,553
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10,131,054
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527,192
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||||||||||||
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Loss from Operations
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(77,187
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)
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(143,779
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)
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(10,121,456
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)
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(511,521
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)
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||||||||
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Other Income (Expense)
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||||||||||||||||
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Derivative liability income (loss)
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(2,815
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)
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-
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81,000
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-
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|||||||||||
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Gain (loss) on extinguishment of debt
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580,413
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-
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(407,359
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)
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-
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|||||||||||
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Interest expense
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(23,302
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)
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(25,948
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)
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(75,404
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)
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(76,395
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)
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||||||||
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Total Other Income (Expense)
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554,296
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(25,948)
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(401,763
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) |
(7,6395)
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|||||||||||
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Income (loss) before taxes
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477,109
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(169,727
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)
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(10,523,219
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)
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(587,916
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)
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|||||||||
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Income tax provision
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-
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-
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-
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-
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||||||||||||
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Net Loss
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$
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477,109
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$
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(169,727
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)
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$
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(10,523,219
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)
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$
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(587,916
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)
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|||||
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Income (Loss) Per Share:
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||||||||||||||||
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Income (loss) per share - diluted
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$
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0.03
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$
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(0.26
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)
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$
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(1.00
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)
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$
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(0.91
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)
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|||||
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Income (loss) per share - basic
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$
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0.03
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$
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(0.26
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)
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$
|
(1.00
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)
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$
|
(0.91
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)
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|||||
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Weighted Average Shares
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15,855,040
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658,126
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10,552,947
|
648,069
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||||||||||||
The accompanying notes are an integral part of these financial statements.
Effects of the 1 for 1,000 reverse stock split effective March 27, 2015 have been retroactively applied to all periods presented.
Trycera Financial, Inc.
Statements of Cash Flows
(Unaudited)
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For the Nine Months Ended
|
||||||||
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Sept. 30,
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Sept. 30,
|
|||||||
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2015
|
2014
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|||||||
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Cash Flows from Operating Activities
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||||||||
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Net Loss
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$
|
(10,523,219
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)
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$
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(587,916
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)
|
||
|
Adjustments to reconcile net loss to net cash used by operations:
|
||||||||
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Depreciation and amortization
|
1,595
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1,597
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||||||
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Amortization of prepaid stock - consultants
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9,025
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67,671
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||||||
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Amortization of prepaid stock - employees
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164,711
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275,040
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||||||
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Amortization of discount on note payable
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6,145
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118
|
||||||
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(Gain) Loss on extinguishment of debt
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407,359
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-
|
||||||
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Derivative liability (income) expense
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(81,000
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)
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-
|
|||||
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Stock issued for services
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9,601,480
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120,881
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||||||
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Changes in operating assets and liabilities:
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||||||||
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Increase (decrease) in accounts payable – related party
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(42,420
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)
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-
|
|||||
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Increase (decrease) in accounts payable
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111,381
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(1,793
|
)
|
|||||
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Increase (decrease) in accrued expenses
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(29,459
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)
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32,167
|
|||||
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Net Cash provided by (used by) Operating Activities
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(374,402
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)
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(92,235
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)
|
||||
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Cash Flows from Financing Activities
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||||||||
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Proceeds from sale of common stock
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375,000
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-
|
||||||
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Proceeds from issuance of notes payable – related party
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7,000
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-
|
||||||
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Repayments of notes payable – related party
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(7,000
|
)
|
-
|
|||||
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Proceeds from issuance of notes payable
|
10,000
|
88,030
|
||||||
|
Repayments of notes payable
|
(10,000
|
)
|
-
|
|||||
|
(Increase) decrease in checks drawn in excess of bank balance
|
(348
|
)
|
361
|
|||||
|
Net Cash Provided (Used by) Financing Activities
|
374,652
|
88,391
|
||||||
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
250
|
(3,844
|
)
|
|||||
|
Cash and Cash Equivalents at Beginning of Period
|
-
|
4,031
|
||||||
|
Cash and Cash Equivalents at End of Period
|
$
|
250
|
$
|
187
|
||||
|
Cash Paid For:
|
||||||||
|
Interest
|
$
|
-
|
$
|
-
|
||||
|
Income Taxes
|
$
|
-
|
$
|
-
|
||||
|
Non-Cash Financing Activities:
|
$
|
-
|
$
|
-
|
||||
The accompanying notes are an integral part of these financial statements.
Effects of the 1 for 1,000 reverse stock split effective March 27, 2015 have been retroactively applied to all periods presented.
Trycera Financial, Inc.
Notes to Financial Statements
Three months ended September 30, 2015
(unaudited)
NOTE 1 – GENERAL
The accompanying condensed financial statements of the Company have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the results of operations of the Company for the periods presented. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2014. The results of operations for the nine months ended September 30, 2015, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015.
The preparation of the financial statements in conformity with generally accepted accounting principles, in the United States of America, require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Debt Extinguishment Income
The Company recognized gains from the extinguishment of debt to creditors for negotiated settlements as well as the lapsing of the statute of limitations as debt extinguishment income in the period of the settlement or the period in which the statute of limitations expires.
Income (Loss) per Share
Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported.
Effects of Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued accounting pronouncements noting that they do not affect the financial statements.
NOTE 2 – GOING CONCERN
The Company has had recurring operating losses since inception and is dependent upon financing to continue operations. These factors indicate that the Company may be unable to continue in existence should immediate and short term financing options not be available. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue its existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Currently the Company has minimal cash on hand and few material assets outside key intellectual property. In addition, the Company has not established or maintained a recurring source of revenues to sufficiently cover or offset any current, anticipated or planned operating costs to allow it to continue as a going concern. It is the intent of the Company to find additional capital funding, grow revenues organically through new program launches and marketing campaigns, and/or a profitable business venture to acquire or merge.
NOTE 3 – CONTINGENCIES
The Company has not accrued various employee base salaries approximating $800,000 during 2014, and $450,000 during the nine months ended September 30, 2015. This was primarily due to either a voluntary furlough, or implied breach of contract by the employees and the Company, as the respective employees had not worked forty hours per week (as required by the employment agreements) because the work had not been available due to the Company’s inability to sustain consistent, profitable operations. Management has assessed the likelihood of the employees pursuing and successfully claiming base salaries as reasonably possible, and has thus elected to disclose but not record these salaries, in accordance with ASC 450-20 Loss Contingencies.
In January 2012, the Company received Notices of Claim from two former employees seeking back-wages of approximately $240,000 pursuant to the Company’s alleged breach of their employment agreements. In October 2013, the Company filed counter claims against the employees claiming, among other violations, breach of contract and fraud. The Company is seeking damages in excess of the back-wages, and cannot determine at this time, the amount or likelihood of any gains or losses that may result from these claims. On June 30, 2015, the Company and one of the two former employees reached a Settlement Agreement and reduced the outstanding liability by approximately $122,000 dollars leaving an approximate liability totaling $118,000 plus any interest and penalties.
NOTE 4 – SUBSEQUENT EVENTS
Pursuant to FASB ASC 855-10-50-1, the Company has evaluated subsequent events through the date these financial statements to be issued. Accordingly the following material events occurred subsequent to the quarter ended September 30, 2015:
None.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements and related notes thereto as filed with the Securities and Exchange Commission.
Overview
From 2004 until 2008 the Company was in the business of developing, deploying and marketing semi-custom and customized branded prepaid and prepaid card solutions. Due to continued losses from operations, during 2009 the Company began winding down its principal business operations and commenced a search for a new business venture. At that time, the Company had no material assets or significant liabilities. Former board members and management were unsuccessful in securing a new business venture for the Company and on January 22, 2009, transferred control of the Company to Ronald N. Vance, former company counsel, to seek for and, if possible, locate a suitable operating business venture willing to take control of the Company. On February 6, 2009, Mr. Vance appointed Ray Smith as the Company’s President/CEO and was tasked to restructure the Company and implement a new working business model.
On August 12, 2009, the Company changed its status from shell Company to operating Company. Pursuant to business operations established in the second quarter of 2012, the Company began operations. The core focus of the restarted operations was to market a prepaid card product coupled with a payment reporting system and a suite of financial products and services. As a result, the Company didn’t plan on reinstating its previous program management status, and intended to rely on third party processors, program managers and banks to coordinate, issue and manage prepaid card portfolios on behalf of the Company. The Company focused on the marketing of network branded third party card programs that could adopt the Company’s payment reporting platform within their technical infrastructure. By leveraging existing card platforms and portfolios, we intended to aggregate more payment reporting customers. The Company worked on developing and integrating a sophisticated money management and educational portfolio to better assist consumers in navigating the financial system here in the United States. The targeted focus of the Company has always been to partner with businesses such as mortgage companies and auto dealerships that currently have real-time credit turndowns. These customers are prime candidates for the Company’s suite of products and services. Utilizing the relationships established over the years, the Company continues to feel it can generate organic revenues which will in turn help to attract investment dollars so that management can properly run the Company.
All throughout 2014 and 2015, the Company has continued to focus its primary operational efforts on the technical infrastructure and build-out of the Live Agent auto dealer kiosk program in addition to rebranding its financial and credit services product line. These efforts have seen limited forward progress due to setbacks which occurred from the failed delivery of committed investments from several groups. The lack of working capital and limited resources has caused delays in progress.
Despite the constant delays, the Company has continued to make progress on the completion of the technical build-out of the newly-branded product line and had limited success in its beta testing. In continuing with the direction outlined throughout the previous 4 years, the Company has continued to focus on developing marketing partnerships to facilitate the distribution of its Live Agent auto dealer kiosks which have been specifically designed to help in the process of enrolling consumers into the Company’s “Successful Habits of The Rich!™ product line. This product line includes three (3) separate products we call RichMoney™, RichCredit™, and RichWealth™. During the third quarter of 2015, this product line has been introduced to specific groups of individuals which are credit challenged and have low income. The Company feels this target approach will be a more efficient way of generating revenues.
The Company believes its current direction and strategy will be able to offer more a saleable, predictable, efficient customer acquisition model. We believe it will also provide a more attractive revenue generating solution to strategic distribution partners and give them more of an incentive to team up with the Company. The flexibility of working with a wide reaching portfolio program should better align interested consumers with our suite of financial tools and education. This product line has been designed specifically to lay the groundwork for the consumers so that at a future date, the Company can offer them additional financial-based products and services.
The Company’s robust system, unlike most systems out there, focuses on three areas: Money Management (RichMoney™), Credit Management (RichCredit™), and Wealth Management (RichWealth™). All three of these areas are closely connected and by focusing on all three, it is believed the consumer has a greater chance of reaching their financial goals in life.
The credit scoring system in the USA, commonly known as the FICO Score, focuses heavily on consumer’s on-time payments. One missed payment seriously affects the consumer’s FICO scores which lowers their ability to obtain loans. There is a lack of knowledge on how to properly put an effective budget together so to properly manage one’s cash and this gives little hope for a consumer to plan for his or her retirement. It is because of these factors the Company feels its product line is superior to any other program on the market.
Recent Developments
For the three quarters ending September 30, 2015, all primary operational efforts were prioritized and focused on buildout of the new online enrollment web portal which is integrated into the Company website. The Company continued to beta test and develop the Company’s newly developed product line and continued efforts to integrate this new web design into its Live Agent Auto Dealer Kiosk system along with developing the technical infrastructure for the Company’s credit and money management programs.
The Company continued to focus on developing marketing partnerships to facilitate the distribution of its personal financial services, payment reporting services and a prepaid debit card, all of which are designed to assist consumers in managing individual personal finances, including spending, budgeting, credit and financial awareness.
A number of planned initiatives undertaken during the first three quarters by the Company have failed or taken longer than expected or anticipated due to capital constraints. This, coupled with key management time constraints, increasing regulatory requirements, lengthening approval timeframes, vendor payment shortfalls, and increasing legal proceedings all contributed to slower than planned marketing as well as delays in generating organic revenues in the first quarter. The Company expects that organic revenues will continue to be generated throughout the remainder of 2015 and these revenues should make the Company more attractive to investors.
Throughout the first three quarters of 2015, the Company was contacted by several vendors demanding payment for prior services. The Company, as of the date of this report, is underfunded and is nearly insolvent. The financial commitments entered into during 2013 and 2014 were intended to provide improved funding over the coming quarters and was expected to allow the Company to remain focused on the core business and delivery of the payment reporting personal financial products and services. However, slow delivery of working capital and delays and misrepresentations in funding overall have resulted in the near collapse of the Company. The Company continues to negotiate with new vendors, key vendors and prior service providers. Key management personnel have and continued to accrue or furlough wages, or accept limited or partial payments for services. In addition, key management personnel are underwriting many operational expenses of the Company and are accruing those expenses as well. It is anticipated that key management personnel and key vendors and prior service providers shall be reimbursed accordingly once additional working capital is invested.
A continued and substantial backlog of liabilities remains on the records of the Company, but management remains confident that those liabilities will be paid, negotiated, reduced or addressed in the coming quarters.
Key Accounting Policies
Key accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. There were no changes to our key accounting policies for the quarter ended September 30, 2015.
Results of Operations
For the three months ended September 30, 2015
During the third quarter of 2015 we were focused on the technical infrastructure and executing distribution, marketing and strategic agreements. Delays in delivering marketing and services coupled with delayed vendor payments caused us to miss the opportunity to generate any material revenues during the second quarter. As a result the Company had nominal revenues for the three months ended September 30, 2015.
Revenue
Revenue from continuing operations was $237 and $4,907 for the three months ended September 30, 2015 and 2014, respectively, representing a decrease of $4,670 or effectively 95%. As previously discussed, we revised the business strategy to focus on restarting operations and take the company into financial services marketing and move away from direct program management.
Cost of Sales and Gross Profit
Cost of sales was $313 and $133 for the three months ended September 30, 2015 and 2014. The increase was $180 or 135% and incudes some nominal operating costs associated with the commencement of programs and operations.
The resulting gross profit (loss) was ($76) and $4,774 for the three months ended September 30, 2015 and 2014, respectively. Management expects gross profit margin to remain unpredictable and volatile as the new operations begin. Fluctuations can be anticipated due to uncertainties in accessing markets coupled with higher product costs mixed with the volatility of entering markets where products have been commoditized. Management believes that by eliminating previously high fixed processing and banking costs associated with program management, the Company can focus on improving margins by delivering organic revenues through new marketing partnerships and alliances.
Operating Expenses
Operating expenses were $77,111 and $148,553 for the three months ended September 30, 2015 and 2014, respectively, representing a decrease of $71,442 or 48%. The key components of operating expense for the three months ended September 30, 2015 are salaries and wages ($23,840) professional fees ($3,574) and other selling, general and administrative ($49,697).
Salaries and wages expense were $23,840 and $125,280 for the three months ended September 30, 2015 and 2014, respectively, representing a decrease of
$101,440 or 81%. This decrease was effected by the furlough of compensation related to employment agreements.
Other Selling, general and administrative expenses were $49,697 and $14,258 for the three months ended September 30, 2015 and 2014, respectively, representing an increase of $35,439 or 249%. Other selling, general and administrative expenses will continue to increase as the Company positions itself for growth.
Other Income (Expense)
Other income (expense) was $554,296 and ($25,948) for the three months ended September 30, 2015 and 2014, respectively. Other income (expense) included a gain resulting from the extinguishment of debt of $580,413, interest expense of $23,302 and $2,815 from a loss in the valuation of the derivative liability.
Net loss
We incurred net income (losses) of $477,109 and ($169,727) for the three months ended September 30, 2015 and 2014, respectively, representing an increase in net income of $646,836. As we continue our general business operations, organic growth in conjunction with strategic alliances and a potential reverse acquisition or merger opportunity, we expect to improve on out performance when 2016 is compared to 2015.
For the nine months ended September 30, 2015
During the first nine months of 2015 we were focused on the technical infrastructure and executing distribution, marketing and strategic agreements. Delays in delivering marketing and services coupled with delayed vendor payments caused us to miss the opportunity to generate any material revenues during the second quarter. As a result the Company had nominal revenues for the nine months ended September 30, 2015.
Revenue
Revenue from continuing operations was $10,152 and $16,483 for the nine months ended September 30, 2015 and 2014, respectively, representing a decrease of $6,331 or effectively 38%. As previously discussed, we revised the business strategy to focus on restarting operations and take the company into financial services marketing and move away from direct program management.
Cost of Sales and Gross Profit
Cost of sales was $554 and $812 for the nine months ended September 30, 2015 and 2014. The decrease was $258 or 32% and incudes some nominal operating cost associated with the commencement of programs and operations.
The resulting gross profit was $9,598 and $15,671 for the nine months ended September 30, 2015 and 2014, respectively. Management expects gross profit margin to remain unpredictable and volatile as the new operations begin. Fluctuations can be anticipated due to uncertainties in accessing markets coupled with higher product costs mixed with the volatility of entering markets where products have been commoditized. Management believes that by eliminating previously high fixed processing and banking costs associated with program management, the Company can focus on improving margins by delivering organic revenues through new marketing partnerships and alliances.
Operating Expenses
Operating expenses were $10,131,054 and $527,192 for the nine months ended September 30, 2015 and 2014, respectively, representing an increase of $9,603,862 or 18,217%. The key components of operating expense for the nine months ended September 30, 2015 are salaries and wages ($9,769,237) professional fees ($115,803) and other selling, general and administrative ($246,014).
Salaries and wages expense were $9,769,237 and $396,437 for the nine months ended September 30, 2015 and 2014, respectively, representing an increase of $9,372,800 or 23,643%. This increase was effected by the stock based compensation recorded as salaries and wage expense associated with our President/CEO’s employment contract.
Other selling, general and administrative expenses were $246,014 and $103,740 for the nine months ended September 30, 2015 and 2014, respectively, representing an increase of $142,274 or 137%. Other selling, general and administrative expenses will continue to increase as the Company positions itself for growth.
Other Income (Expense)
Other income (expense) was ($401,763) and ($76,395) for the nine months ended September 30, 2015 and 2014, respectively. Other income (expense) included interest expense of $75,404 and net losses on extinguishment of debt of ($407,359) and $81,000 from a gain in the derivative liability.
Net loss
We incurred net losses of $10,523,219 and $587,916 for the nine months ended September 30, 2015 and 2014, respectively, representing an increase in net loss of $9,935,303 or 16,900%. As we continue our general business operations, organic growth in conjunction with strategic alliances and a potential reverse acquisition or merger opportunity, we expect to improve on net losses when 2016 is compared to 2015.
Liquidity and Capital Resources
As of September 30, 2015, cash totaled $250 as compared with $- at December 31, 2014, resulting in an increase of $250 in cash and cash equivalents. Working capital deficit was ($2,510,410) at September 30, 2015, as compared with working capital deficit of ($4,003,314) at December 31, 2014. This decrease in working capital deficit was a result of extinguishing debt through the issuance of our stock, and using new funds acquired from sales of our stock to fund operations and related expenses.
The Company is currently being funded through a mix of equity investments and convertible note instruments as well as personal loans from its President/CEO to supply working capital for operations. The Company has a substantial backlog of liabilities and will need to negotiate and reduce liabilities in order to remain on a viable business path. If vendors, agents, suppliers and third parties are unwilling to agree to terms more favorable to the Company, there is likelihood that the liabilities could materially and adversely affect day to day operations. The funds invested and committed are primarily focused on driving business growth and not specifically earmarked to extinguish large tranches of debt or the backlog of liabilities. In event that the Company is unable to mitigate the effects of the liabilities, the Company may seek any and all necessary protections afforded under various state and federal laws. The Company plans to continue to collect equity investments and debt instruments for the remainder of 2015 in order to finance continued operations and to finance potential merger and/or acquisition investments. In an event where the Company faces immediate insolvency, the Company may pursue the sale of its intellectual property, which may or may not have marketable value.
Off-Balance Sheet Arrangements
During the nine months ended September 30, 2015, we did not engage in any off-balance sheet arrangements.
Stock-Based Compensation
In December 2004, FASB issued FASB ASC 718 (Prior authoritative literature: SFAS No. 123R, “Share-Based Payment”). FASB ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.
The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 (Prior authoritative literature: EITF 96-18, “Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18, “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees”). The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable in accordance with FASB ASC 718.
Subsequent Events
The following material events occurred subsequent to the quarter ended September 30, 2015:
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we have elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Controls and Procedures
Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures”, as such term is defined in Rules 13a — 15(e) and 15d — 15(e) of the Securities Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by the report.
Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of September 30, 2015, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that (i) the information required to be disclosed by us in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
With the participation of the Company’s management, including its Chief Executive Officer and Principal Financial Officer, the Company also conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the Company’s fiscal nine months ended September 30, 2015, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on such evaluation, management concluded that, as of the end of the period covered by this report, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company continues to receive demands for payments from creditors. The Company has insufficient funds to defend these actions or to pay the creditors. However, management has been proactive to reach out to most creditors in an attempt to negotiate or resolve outstanding debt. In addition, the Company is proactively working with interested third parties to convert debt on behalf of the Company. Converted debt notifications will be filed on Form 8-K with the Securities and Exchange Commission.
On June 30, 2015, the Company entered into a Settlement Agreement/Mutual Release Agreement with its former employee, Kevin Goldstein, whom the Company filed a complaint against on or about October 15, 2013. The exact terms of the agreement are confidential; however, Mr. Goldstein has notified the Labor Commissioner that the wage dispute of approximately $121,266 has been resolved completely and the Company agreed to dismiss Mr. Goldstein without prejudice from the Complaint filed in Orange County Superior Court, case number 30-2013-00681235-CU-BC-CJC.
On October 15, 2013, the Company filed a complaint against two former employees, Michael Nathans and Kevin Goldstein, in Orange County Superior Court, case number 30-2013-00681235-CU-BC-CJC. The complaint consists of Breaches of Contract, Civil Conspiracy-Fraud, Breach of the Implied Covenant of Good Faith and Fair Dealing, Interference with Economic Advantage, Unjust Enrichment/Restitution and Breach of Fiduciary Duty committed by both parties. The total general and special financial damages to be determined at the time of trial. Also, the Company is seeking an Injunction to restrain future conduct and reimbursement of all reasonable attorney fees for the cost of the suit. Kevin Goldstein was dismissed from this case with prejudice on June 30, 2015.
On January 31, 2012, the Company received a Notice of Claim and Conference from the Labor Commissioner, State of California Case Number 18-84792 BB. The case was brought by Michael G. Nathans, the former President of Credit Services. Mr. Nathans stated he resigned from the Company effective November 21, 2011 as a result of the Company’s failure to maintain proper insurance and alleged the Company was in breach of his employment agreement with the Company dated September 17, 2010. Pursuant to the Claim, Mr. Nathans is seeking $152,054 in back wages. The Company intends to vigorously defend this Claim.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed under the caption “Risk Factors” in Part I, "Item 1. Description of Business" in our Annual Report on Form 10-K for the year ended December 31, 2014 which could materially affect our business prospects, financial condition or future results. There have been no other material changes during the nine months ended September 30, 2015 to the risk factors discussed in the periodic report noted above.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR DEBT
None.
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
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Exhibit No.
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Description
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31.1
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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SIGNATURE PAGE FOLLOWS
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Trycera Financial, Inc.
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Date: November 23, 2015
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By:
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/s/ Ray A. Smith
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Ray A. Smith
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(Principal Executive Officer)
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Date: November 23, 2015
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By:
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/s/ Ray A. Smith
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Ray A. Smith, Principal Financial Officer
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(Principal Financial Officer)
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