UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 221, 2016

TRYCERA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-30872	33-0910363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18100 Von Karman Ave, Suite 850, Irvine, California 92612

(Address of Principal Executive Offices)

949-705-4480

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 41.01. Entry ~~Changes~~into ina ~~Registrant’s~~Material ~~Certifying~~Definitive ~~Accountant~~Agreement

On November 21, 2016, the Company entered into Subscription Agreements with accredited investors who agreed to purchase One Hundred Thousand (a100,000) ~~Dismissal~~shares of ~~independent~~Restricted ~~registered~~Common ~~public~~Stock ~~accounting~~at ~~firm~~Two Dollars Twenty-Five Cents ($2.25) per share for a total purchase price of Two Hundred Twenty Five Thousand Dollars ($225,000).

OnThe ~~November~~shares 2,are ~~2016,~~to be issued in reliance upon the ~~board~~exemptions from the registration requirements of ~~directors~~Section (5 of the ~~“Board”)~~Securities Act of ~~Trycera Financial~~1933, ~~Inc.~~as amended (the “~~Company~~Act”), ~~(OTC~~pursuant ~~PINK:~~to ~~TRYF~~Section 4(2) ~~dismissed~~of ~~Pritchett,~~the ~~Siler~~Act. The &certificates ~~Hardy,~~evidencing ~~P.C.~~the above mentioned shares contain a legend (~~“PSH”~~1) asstating that the ~~Company’s~~shares ~~independent~~have not been registered ~~public~~under ~~accounting~~the ~~firm.~~Act ~~The~~and ~~Board’s~~(2) ~~decision~~setting forth or referring to ~~dismiss~~the ~~PSH~~restrictions ~~was~~on ~~recommended~~transferability ~~unanimously~~and sale of the shares under the Act.

~~PSH~~Item ~~served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2012, 2013 and 2014 and for the first, second and third quarters of 2015~~3. ~~The~~02 Unregistered ~~audit~~Sales ~~reports~~ of ~~PSH~~Equity on the Company’s financial statements as of and for the years ended December 31, 2012, 2013 and 2014 and for the first, second and third quarters of 2015 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.Securities

~~During~~On ~~the~~November ~~fiscal years ended December 31~~21, ~~2012,~~the ~~2013~~Company ~~and~~issued ~~2014~~One ~~and~~Hundred ~~through~~Thousand ~~November 2~~(100,000) ~~2016,~~shares ~~there were no disagreements with PSH on any matter~~ of ~~accounting~~Restricted ~~principles~~Common orStock ~~practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved~~ to ~~the~~accredited ~~satisfaction~~investors ofwho ~~PSH~~agreed ~~would have caused it~~ to ~~make~~purchase ~~reference~~these toshares ~~the~~at ~~subject~~a ~~matter~~price of ~~the~~Two ~~disagreements~~Dollars inTwenty-Five ~~connection~~Cents ~~with its audit report, nor were there any “reportable events” as such term is described in Item 304~~(a$2.25)~~(1)(v)~~ ofper ~~Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~share.

The ~~Company~~shares ~~has~~will anbe ~~undisputed~~issued ~~outstanding~~in ~~balance~~reliance ~~owed~~upon tothe ~~PSH~~exemptions infrom the ~~amount~~registration requirements of ~~$34~~Section 5 of the Securities Act of 1933,~~255~~ as amended (the “Act”), pursuant to Section 4(2) of the Act. The certificates evidencing the above mentioned shares contain a legend (1) stating that the shares have not been registered under the Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Act.

The Company requested that PSH furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether it agrees with the above statements. A copy of PSH’s letter dated November 2, 2016 is filed as an exhibit to this Form 8-K.

(b) Engagement of new independent registered public accounting firm

On November 2, 2016, upon the unanimous recommendation of the Board, the Board engaged RBSM LLP (“RBSM”) to serve as the Company’s independent registered accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2015 and for the first, second, and third quarters of 2016.

During the two most recent fiscal years and through November 2, 2016, the date of the engagement of RBSM, neither the Company nor any person on its behalf has consulted with RBSM with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” as such terms are described in Items 304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K promulgated under the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

16.1 Letter of Pritchett, Siler & Hardy, P.C

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRYCERA F1NANCIAL, INC.
Date: November 4, 2016	By:	/s/ Ray A Smith
Date: November 21, 2016	By:	/s/ Ray A Smith
		Ray A Smith, Chief Executive Officer

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