-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NtfX8OqMXweDlnlInT4EyRTZS6wl0ZAQqYySVXM3RdKDUi4r1VzjQ587ox3m9D3X VJHp/uKzAK0DZRIetfG9TQ== 0001038838-09-000263.txt : 20090813 0001038838-09-000263.hdr.sgml : 20090813 20090813123950 ACCESSION NUMBER: 0001038838-09-000263 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090813 DATE AS OF CHANGE: 20090813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRIDYN SOLUTIONS INC CENTRAL INDEX KEY: 0000827099 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 650008012 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-19411-C FILM NUMBER: 091009411 BUSINESS ADDRESS: STREET 1: 1651 ALVIN RICKEN DRIVE CITY: POCATELLO STATE: ID ZIP: 83201-2726 BUSINESS PHONE: 208-232-4200 MAIL ADDRESS: STREET 1: 1651 ALVIN RICKEN DRIVE CITY: POCATELLO STATE: ID ZIP: 83201-2726 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE VENDING CORP DATE OF NAME CHANGE: 19960408 FORMER COMPANY: FORMER CONFORMED NAME: HWS MAI CORP DATE OF NAME CHANGE: 19890426 10-Q 1 q063009.htm 10-Q ENDED JUNE 30, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

 

Commission File Number 033-19411-C

 

TETRIDYN SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

20-5081381

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

1651 Alvin Ricken Drive, Pocatello, ID 83201

(Address of principal executive offices, including zip code)

 

(208) 232-4200

(Registrant’s telephone number, including area code)

 

n/a

(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

o

 

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

o

No

o

 

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.

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

Yes

o

No

x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 13, 2009, issuer had 21,381,863 outstanding shares of common stock, par value $0.001.

 


TABLE OF CONTENTS

 

 

 

Page

 

 

PART I – FINANCIAL INFORMATION

 

 

Item 1. Financial Statements.

3

 

Condensed Consolidated Balance Sheets (Unaudited)

3

 

Condensed Consolidated Statements of Operations (Unaudited)

4

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

5

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

6

 

Item 2. Management’s Discussion and Analysis of Financial Condition and

 

 

Results of Operations..

12

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

19

 

Item 4T. Controls and Procedures

19

 

 

 

PART II – OTHER INFORMATION

 

 

Item 4. Submission of Matters to a Vote of Security Holders

20

 

Item 6. Exhibits

20

 

Signature

21

 

 

2

 


PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

June 30,

 

December 31,

 

 

2009

 

2008

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash

 

$      135,599 

 

$      357,157 

Accounts receivable, current portion

4,026 

 

17,492 

Prepaid expenses

 

3,859 

 

12,445 

Total Current Assets

 

143,484 

 

387,094 

Property and Equipment, net

56,486 

 

52,804 

Accounts receivable, net of current portion

4,846 

 

6,604 

Total Assets

 

$     204,816 

 

$      446,502 

 

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable

 

$      45,087 

 

$          4,393 

Accrued liabilities

 

98,462 

 

60,892 

Unearned revenue

 

30,159 

 

62,885 

Notes payable, current portion

86,202 

 

119,014 

Total Current Liabilities

 

259,910 

 

247,184 

Long-Term Liabilities

 

 

 

 

Notes payable, net of current portion

199,013 

 

216,909 

Total Long-Term Liabilities

 

199,013 

 

216,909 

Total Liabilities

 

458,923 

 

464,093 

 

 

 

 

 

NONCONTROLLING INTEREST

765,234 

 

876,453 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

Preferred stock - $0.001 par value

 

 

 

Authorized:

5,000,000 shares

 

 

 

Issued:

no shares

 

Common stock - $0.001 par value

 

 

 

Authorized:

100,000,000 shares

 

 

 

Issued and outstanding:

21,381,863 shares and

 

 

 

 

21,381,863 shares, respectively

21,382 

 

21,382 

Additional paid-in capital

 

2,730,575 

 

2,730,575 

Accumulated deficit

 

(3,771,298)

 

(3,646,001)

Total Stockholders' Deficit

 

(1,019,341)

 

(894,044)

Total Liabilities and Stockholders' Deficit

$      204,816 

 

$      446,502 

 

 

 

 

 

See the accompanying notes to condensed consolidated unaudited financial statements.

 

 

 

 

 

 

3

 

 


TETRIDYN SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

June 30,

 

June 30,

 

 

2009

 

2008

 

2009

 

2008

Revenue

 

$     310,479 

 

$     319,440 

 

$     614,257 

 

$     663,145 

Cost of Revenue

 

110,980 

 

115,152 

 

213,889 

 

246,123 

Gross Profit

 

199,499 

 

204,288 

 

400,368 

 

417,022 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative

 

103,293 

 

280,740 

 

190,871 

 

360,994 

Professional fees

 

30,681 

 

18,063 

 

65,241 

 

61,745 

Selling and marketing

 

41,370 

 

42,622 

 

64,761 

 

97,464 

Research and development

 

270,671 

 

174,273 

 

467,651 

 

464,620 

Total Operating Expenses

 

446,015 

 

515,698 

 

788,524 

 

984,823 

Net Loss from Operations

 

(246,516)

 

(311,410)

 

(388,156)

 

(567,801)

Other Income (Expenses)

 

 

 

 

 

 

 

 

Noncontrolling Interest in Investee's

 

 

 

 

 

 

 

 

Net (Income)/Loss

 

158,899 

 

147,323 

 

272,449 

 

309,202 

Interest Income

 

374 

 

31 

 

1,057 

 

104 

Other Income

 

 

 

64 

 

Interest Expense

 

(4,753)

 

(6,841)

 

(10,711)

 

(15,870)

Total Other Income (Expenses)

 

154,520 

 

140,513 

 

262,859 

 

293,436 

Net Profit (Loss) before Provision

 

 

 

 

 

 

 

 

for Income Taxes

 

(91,996)

 

(170,897)

 

(125,297)

 

(274,365)

Provision for Income Taxes

 

 

 

 

Net Profit (Loss)

 

$   (91,996)

 

$   (170,897)

 

$   (125,297)

 

$   (274,365)

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss Per

 

 

 

 

 

 

 

 

Common Share

 

$      (0.00)

 

$        (0.01)

 

$        (0.01)

 

$        (0.01)

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted-Average

 

 

 

 

 

 

 

 

Common Shares Outstanding

 

21,381,863 

 

21,295,530 

 

21,381,863 

 

21,153,696 

 

 

 

 

 

 

 

 

 

See the accompanying notes to condensed consolidated unaudited financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 


TETRIDYN SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

For the Six Months Ended

 

 

June 30,

 

 

2009

 

2008

Cash Flows from Operating Activities

 

 

 

 

Net Loss

 

$      (125,297)

 

$      (274,365)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

Depreciation

 

7,442 

 

5,447 

Common stock issued for services

 

 

50,286 

Granted stock options

 

 

71,710 

Noncontrolling interest in investee

 

(111,219)

 

255,688 

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

15,224 

 

(1,753)

Inventory

 

 

(3,126)

Prepaid expenses

 

8,586 

 

6,600 

Deferred offering costs

 

 

(3,202)

Accrued expenses

 

37,570 

 

7,199 

Accounts payable

 

40,694 

 

(32,352)

Unearned revenue

 

(32,726)

 

3,203 

Net Cash Provided by (Used in) Operating Activities

 

(159,726)

 

85,335 

Cash Flows from Investing Activities

 

 

 

 

Purchase of property and equipment

 

(11,124)

 

(3,775)

Net Cash Used in Investing Activities

 

(11,124)

 

(3,775)

Cash Flows from Financing Activities

 

 

 

 

Principal payments on notes payable

 

(50,708)

 

(74,765)

Net Cash Used in Financing Activities

 

(50,708)

 

(74,765)

Net Increase (Decrease) in Cash

 

(221,558)

 

6,795 

Cash at Beginning of Period

 

357,157 

 

148,934 

Cash at End of Period

 

$      135,599 

 

$        155,729 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

Cash paid for income taxes

 

$                 - 

 

$                    - 

Cash paid for interest expense

 

$         9,975 

 

$          15,713 

 

 

 

 

 

See the accompanying notes to condensed consolidated unaudited financial statements.

 

5

 


TETRIDYN SOLUTIONS, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1 – Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission, or SEC, for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made that are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. The interim condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2008, including the financial statements and notes thereto.

 

Note 2 – Organization and Summary of Significant Accounting Policies

 

Nature of Business – TetriDyn Solutions, Inc. (the “Company”), and its wholly owned and controlled subsidiaries specialize in providing business information technology (IT) solutions to its customers. The Company optimizes business and IT processes by utilizing systems engineering methodologies, strategic planning, and system integration to add efficiencies and value to its customers’ business processes and to help its customers identify critical success factors in their business.

 

Principles of Consolidation – The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, an Idaho corporation also named TetriDyn Solutions, Inc., and results of operations of its 39.7% owned variable interest entity, Southfork Solutions, Inc. Intercompany accounts and transactions have been eliminated in consolidation (see Notes 3 and 4).

 

Business Segments – The Company’s services can be broadly classified into two principal segments: the business IT solutions segment and the livestock segment. The business IT solutions segment provides business IT solutions within the healthcare industry, although the segment is in the process of expanding the solutions to other select industries. The livestock segment is focused on providing business IT solutions specifically within the livestock industry. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 131,“Disclosures about Segments of an Enterprise and Related Information,” the Company has evaluated the segment reporting requirements and determined that it now has two reportable segments.

 

Use of Estimates – In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from these estimates.

 

Cash and Cash Equivalents – For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

 

6

 


Revenue Recognition – The Company’s AeroMD EMR, electronic medical records software, is provided as turnkey software that has been customized for specific medical specializations. The Company installs the software at the customer’s location for a fee and charges the customer a monthly license fee, based on the number of operating workstations, under a one- or two-year usage agreement. The customer is entitled to all systems upgrades during the term of the agreement. At the end of their contracts, customers may continue using AeroMD by entering into a new license with the Company. The Company also sells installation and post-contract support service contracts on an hourly basis. The Company does not provide any rights of return or warranties on its AeroMD EMR software or on its support service contracts.

 

Revenue from software licenses and related installation and support services is recognized when earned and realizable. Revenue is earned and realizable when persuasive evidence of an arrangement exists, services, if requested by the customers, have been rendered and are determinable, and collectability is reasonably assured. Amounts received from customers prior to these criteria being met are deferred. Revenue from the sale of software is recognized when delivered to the customer or upon installation of the software if an installation contract exists. Revenue from post-contract support service contracts is recognized as the services are provided, determined on an hourly basis. The Company recognizes the revenue received for unused support hours under support service contracts that have had no support activity after two years. Revenue applicable to multiple-element fee arrangements is divided among the software, the installation, and post-contract support service contracts using vendor-specific objective evidence of fair value, as evidenced by the prices charged when the software and the services are sold as separate products or arrangements.

 

The Company also provides IT management consulting services. These services are focused at the healthcare industry and paid on a monthly basis for a contracted monthly fee, which is not cancelable or refundable. Revenue for these services is recognized over the contract period.

 

The Company had one customer that represented 78% and 79% of sales for the three- and six-month periods ended June 30, 2009, respectively. This same customer represented 76% and 74% of sales for the three- and six-month periods ended June 30, 2008, respectively. This customer is a regional hospital that contracted with the Company for IT consulting and management services.

 

Going Concern The accompanying condensed consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern. As reflected in accompanying condensed consolidated financial statements, the Company had a net loss of $91,996 and $125,297 for the three and six months ended June 30, 2009, respectively. The Company used $159,726 of cash in operating activities for the six months ended June 30, 2009. The Company had a stockholders’ deficiency of $1,019,341 as of June 30, 2009. The ability of the Company to continue as a going concern is dependent on the Company’s ability to maintain or increase its sales and the ability of its variable interest entity to obtain external funding for its product development. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

Income Taxes – The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and on the amount of operating loss carryforwards, and are measured using the enacted tax rates and laws that will be in effect when the temporary differences and carryforwards are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

 

7

 


Fair Value of Financial Instruments – The carrying amounts of the Company’s current portion of accounts receivable, prepaid expenses, accounts payable, accrued liabilities, unearned revenue, and notes payable approximate fair value due to the relatively short period to maturity for these instruments.

 

Property and Equipment – Property and equipment are recorded at cost. Maintenance, repairs, and renewals that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Property and equipment are depreciated using the straight-line method over the estimated useful life of the asset, which is set at five years for computing equipment and vehicles and seven years for office equipment. Gains or losses on dispositions of property and equipment are included in the results of operations when realized.

 

Net Loss Per Common Share – Basic and diluted net loss per common share is computed based upon the weighted-average stock outstanding as defined by SFAS No. 128, “Earnings Per Share.” As of both June 30, 2009 and 2008, 3,520,500 of common share equivalents were antidilutive and not used in the calculation of diluted net loss per share.

 

Stock-Based Compensation – On June 17, 2009, at the Company’s annual shareholders’ meeting, the Company’s shareholders approved the 2009 Long-Term Incentive Plan under which up to 4,000,000 shares of common stock may be issued. The 2009 plan is to be administered either by the board of directors or by the appropriate committee to be appointed from time to time by such board of directors. Awards granted under the 2009 plan may be incentive stock options (“ISOs”) (as defined in the Internal Revenue Code), appreciation rights, options that do not qualify as ISOs, or stock bonus awards that are awarded to employees, officers, and directors that, in the opinion of the board or the committee, have contributed or are expected to contribute materially to the Company’s success. In addition, at the discretion of the board of directors or the committee, options or bonus stock may be granted to individuals that are not employees, officers, or directors, but contribute to the Company’s success.

 

Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments, as required by SFAS No. 123 (Revised 2004), “Share-Based Payment.” Emerging Issues Task Force, or EITF, Issue 96-18,“Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,” defines the measurement date and recognition period for such instruments. In general, the measurement date is when either: (a) a performance commitment, as defined, is reached; or (b) the earlier of (i) the nonemployee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the EITF.

 

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123R for its stock-based compensation plan. Under SFAS No. 123R, all employee stock-based compensation is measured at the grant date, based on the fair value of the option or award, and is recognized as an expense over the requisite service, which is typically through the date the options or awards vest. The Company adopted SFAS No. 123R using the modified prospective method. Under this method, for all stock-based options and awards granted prior to January 1, 2006, that remain outstanding as of that date, compensation cost is recognized for the unvested portion over the remaining requisite service period, using the grant-date fair value measured under the original provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” for pro forma and disclosure purposes. Furthermore, compensation costs will also be recognized for any awards issued, modified, repurchased, or cancelled after January 1, 2006.

 

8

 


Recent Accounting Pronouncements – In May 2009, the Financial Accounting Standards Board, or FASB, issued SFAS No. 165 “Subsequent Events.” SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this statement did not have a material effect on the Company’s financial statements.

 

In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.” SFAS No. 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS No. 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS No. 166 will have on its financial statements.

 

In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 improves financial reporting by enterprises involved with variable interest entities and to address: (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN No. 46(R)”), as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166; and (2) constituent concerns about the application of certain key provisions of FIN No. 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS No. 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS No. 167 will have on its financial statements.

 

In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162.” The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles, or GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS No. 168. All other accounting literature not included in the Codification is nonauthoritative. The Company is evaluating the impact the adoption of SFAS No. 168 will have on its financial statements.

 

Reclassifications – Certain amounts in the 2008 information have been reclassified to conform to the 2009 presentation. These reclassifications had no impact on the Company’s net loss or cash flows.

 

9

 


Note 3 – Variable Interest Entities

 

In December 2003, the FASB issued FIN No. 46(R), which was originally issued in January 2003. FIN No. 46(R) provides guidance on the consolidation of certain entities when control exists through means other than ownership of voting (or similar) interests and was effective for public entities that have interests in variable interest entities commonly referred to as special purpose entities for the first reporting period that ends after March 15, 2004. FIN No. 46(R) requires consolidation by the majority holder of expected residual gains and losses of the activities of a variable interest entity (“VIE”).

 

As of June 30, 2009, the Company owned 39.7% of the voting interest in Southfork Solutions, Inc., an Idaho corporation. Southfork Solutions’ objective is to provide electronic livestock verification and tracking throughout the entire livestock lifecycle. In July 2007, the Company entered into an agreement with Southfork Solutions. The agreement details the stock compensation that Southfork Solutions will pay to the Company for management services, as well as cash compensation that Southfork Solutions will pay to the Company for technical services, including but not limited to engineering, marketing, bookkeeping, and administration. According to the agreement, Southfork Solutions will compensate the Company with shares of common stock for management services and with cash based upon hours spent for all other services. The number of shares of common stock issued for management services would be valued at $45,000 per month for the first year of the agreement, $49,500 per month for the second year of the agreement, and $54,450 per month for the third year of the agreement.

 

The Company has concluded that Southfork Solutions meets the definition of a VIE because the Company has an agreement with Southfork Solutions to fully manage and control the financial direction of Southfork Solutions and is the primary beneficiary of its operations.

 

The effect of the VIE’s consolidation on the Company’s condensed consolidated balance sheet at June 30, 2009, was an increase in the Company’s assets of $17,183 and an increase in the Company’s liabilities of $33,873. The Company also recognized a noncontrolling net loss of $158,899 and $272,449 for the three and six months ended June 30, 2009, respectively. The effect of the VIE’s consolidation on the Company’s consolidated balance sheet at December 31, 2008, was an increase in the Company’s assets of $286,422 and an increase in the Company’s liabilities of $622. The Company recognized a noncontrolling net loss of $147,323 and $309,202 for the three and six months ended June 30, 2008, respectively.

 

Note 4 – Segment Reporting

 

The Company operates in two reportable segments, based on differences in services provided. The business IT solutions segment provides IT services and products to a variety of industries, whereas the livestock segment is focused on delivering services and products specifically to the livestock industry.

 

The accounting policies of the segments are the same as those described in “Organization and Summary of Significant Accounting Policies” above. Segment data includes intersegment revenues. Assets and costs of the corporate headquarters are allocated to the segments based on usage. The Company’s business is currently conducted principally in the United States.

 

As shown in the table below, the Company’s business IT solutions segment realized a net profit for the three and six months ended June 30, 2009; it is the research and development stage of the Company’s livestock segment that accounts for the overall net loss for the three and six months ended June 30, 2009.

 

10

 


The following table summarizes segment information for the three months ended June 30, 2009:

 

 

Business IT

 

 

 

 

 

 

 

Solutions

 

Livestock

 

Eliminations

 

Consolidated

Three Months Ended

 

 

 

 

 

 

 

June 30, 2009

 

 

 

 

 

 

 

External revenues

$

310,479

 

$

-- 

 

$

-- 

 

$

310,479 

Intersegment revenues

 

317,578

 

 

-- 

 

 

(317,578)

 

 

-- 

General and administrative expense

 

99,048

 

 

4,245 

 

 

-- 

 

 

103,293 

Professional fees expense

 

15,510

 

 

15,171 

 

 

-- 

 

 

30,681 

Selling & marketing expense

 

30,870

 

 

10,500 

 

 

-- 

 

 

41,370 

Research & development expense

 

35,170

 

 

235,501 

 

 

-- 

 

 

270,671 

Intersegment expenses

 

--

 

 

317,578 

 

 

(317,578)

 

 

-- 

Net income (loss)

 

12,922

 

 

(104,918)

 

 

-- 

 

 

(91,996)

 

The following table summarizes segment information for the six months ended June 30, 2009:

 

 

Business IT

 

 

 

 

 

 

 

Solutions

 

Livestock

 

Eliminations

 

Consolidated

Six Months Ended

 

 

 

 

 

 

 

June 30, 2009

 

 

 

 

 

 

 

External revenues

$

614,257

 

$

-- 

 

$

-- 

 

$

614,257 

Intersegment revenues

 

566,068

 

 

-- 

 

 

(566,068)

 

 

-- 

General and administrative expense

 

181,134

 

 

9,737 

 

 

-- 

 

 

190,871 

Professional fees expense

 

36,017

 

 

29,224 

 

 

-- 

 

 

65,241 

Selling & marketing expense

 

54,261

 

 

10,500 

 

 

-- 

 

 

64,761 

Research & development expense

 

64,099

 

 

403,552 

 

 

-- 

 

 

467,651 

Intersegment expenses

 

--

 

 

566,068 

 

 

(566,068)

 

 

-- 

Net income (loss)

 

52,318

 

 

(177,615)

 

 

-- 

 

 

(125,297)

Total assets

 

1,356,210

 

 

17,183 

 

 

(1,168,577)

 

 

204,816 

Total liabilities

 

425,050

 

 

126,950 

 

 

(93,077)

 

 

458,923 

 

The following table summarizes segment information for the three months ended June 30, 2008:

 

 

Business IT

 

 

 

 

 

 

 

Solutions

 

Livestock

 

Eliminations

 

Consolidated

Three Months Ended

 

 

 

 

 

 

 

June 30, 2008

 

 

 

 

 

 

 

External revenues

$

319,440 

 

$

-- 

 

$

-- 

 

$

319,440 

Intersegment revenues

 

249,948 

 

 

-- 

 

 

(249,948)

 

 

-- 

General and administrative expense

 

188,796 

 

 

91,944 

 

 

-- 

 

 

280,740 

Professional fees expense

 

11,603 

 

 

6,460 

 

 

-- 

 

 

18,063 

Selling & marketing expense

 

42,622 

 

 

--  

 

 

-- 

 

 

42,622 

Research & development expense

 

24,701 

 

 

149,572 

 

 

-- 

 

 

174,273 

Intersegment expenses

 

-- 

 

 

249,948 

 

 

(249,948)

 

 

-- 

Net income (loss)

 

(70,244)

 

 

(100,653)

 

 

-- 

 

 

(170,897)

 

 

11

 


The following table summarizes segment information for the six months ended June 30, 2008:

 

 

Business IT

 

 

 

 

 

 

 

Solutions

 

Livestock

 

Eliminations

 

Consolidated

Six Months Ended

 

 

 

 

 

 

 

June 30, 2008

 

 

 

 

 

 

 

External revenues

$

663,145 

 

$

-- 

 

$

-- 

 

$

663,145 

Intersegment revenues

 

692,398 

 

 

-- 

 

 

(692,398)

 

 

-- 

General and administrative expense

 

266,771 

 

 

94,223 

 

 

-- 

 

 

360,994 

Professional fees expense

 

53,928 

 

 

7,817 

 

 

-- 

 

 

61,745 

Selling & marketing expense

 

54,261 

 

 

10,500 

 

 

-- 

 

 

64,761 

Research & development expense

 

52,523 

 

 

412,097 

 

 

-- 

 

 

464,620 

Intersegment expenses

 

-- 

 

 

692,398 

 

 

(692,398)

 

 

-- 

Net income (loss)

 

(69,430)

 

 

(204,935)

 

 

-- 

 

 

(274,365)

Total assets

 

662,607 

 

 

86,735 

 

 

(525,587)

 

 

223,755 

Total liabilities

 

626,488 

 

 

36,636 

 

 

(30,588)

 

 

632,536 

 

Note 5 – Subsequent Events

 

In July 2009, the Company’s variable interest subsidiary, Southfork Solutions, Inc., obtained two unsecured short-term loans as follows:

 

Note payable to third party, due in full December 31, 2009, bearing

$100,000

interest at 11% per annum, unsecured

 

Note payable to third party, due on demand, bearing interest at

$25,000

0% per annum, unsecured

 

 

The Company evaluated subsequent events through August 12, 2009, the date the condensed consolidated financial statements were issued, and concluded there were no additional material subsequent events other than those disclosed.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

 

Certain information included herein contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements relating to our anticipated revenues, gross margin and operating results, estimates used in the preparation of our financial statements, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth of the software and IT services industries, the success of our product development, marketing and sales activities, vigorous competition in the software industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax laws or the administration of such laws.

 

12

 


Overview

 

We optimize business and IT processes by utilizing systems engineering methodologies, strategic development, and integration to add efficiencies and value to our customers’ business processes and to help our customers identify critical success factors in their business. Our business was founded as an Idaho corporation, TetriDyn Solutions, Inc. On March 22, 2006, we completed a share exchange with Creative Vending Corp., then inactive, that resulted in TetriDyn Solutions, Inc., becoming a wholly owned subsidiary of the Florida corporation, the legal acquirer. For accounting purposes, the Idaho corporation was the accounting acquirer because its management and controlling shareholders continued to manage and control the consolidated enterprise following the exchange. In June 2006, we changed our corporate domicile from Florida to Nevada and changed our name from Creative Vending Corp. to TetriDyn Solutions, Inc.

 

We provide business IT solutions to the healthcare industry. We are expanding our service offerings into selected other professional industries as those markets develop. This constitutes our business IT solutions segment.

 

Our variable interest subsidiary, Southfork Solutions, Inc. (“Southfork”), is developing an integrated system of radio frequency identification (RFID) and software solutions specifically targeted to the livestock industry. Our solutions and software development experiences are being used to develop livestock tracking, management, and diagnostic systems to add efficiency and value to the commercial livestock industry. Southfork’s focus along with our management and technical expertise constitutes our livestock segment.

 

Description of Expenses

 

General and administrative expenses consist of salaries and related costs for accounting, administration, finance, human resources, and information systems for internal use.

 

Professional fees expenses consist of fees related to legal, outside accounting, auditing, market analysis, and investor relations services.

 

Selling and marketing expenses consist of advertising, promotional activities, trade shows, travel, and personnel-related expenses.

 

Research and development expenses consist of payroll and related costs for software engineers, management personnel, and the costs of materials and equipment used by these employees in the development of new or enhanced product offerings.

 

In accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed,” development costs incurred in the research and development of new software products to be sold, leased, or otherwise marketed are expensed as incurred until technological feasibility in the form of a working model has been established. Internally generated, capitalizable software development costs have not been material to date. We have charged our software development costs to research and development expense in our statements of operations.

 

Property and equipment are recorded at cost. Maintenance, repairs, and renewals that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Gains or losses on dispositions of property and equipment are included in the results of operations when realized.

 

13

 


Results of Operations

 

Comparison of Three and Six Months Ended June 30, 2009 and 2008

 

Revenues

 

Our revenue was $310,479 and $614,257 for the three and six months ended June 30, 2009, respectively, compared to $319,440 and $663,145 for the three and six months ended June 30, 2008, respectively, representing a decrease of $8,961, or 3%, and $48,888, or 7%, for the three- and six-month periods, respectively. The decrease in revenues was due to reduction in third-party software sales during the first quarter of 2009. This reduction in third-party software sales is directly due to medical offices postponing software purchases until later in the year. Slowed purchasing is a direct result of the current economic concerns felt nationwide. Subsequent to June 30, 2009, we began providing our principal regional hospital customer with IT support on an “as needed” basis rather than under our previous contract basis following ownership and management changes at the hospital. We cannot predict whether changes in the services we might provide to the hospital or related groups will affect our future revenues.

 

Cost of Revenue

 

Our cost of revenue was $110,980 and $213,889 for the three and six months ended June 30, 2009, respectively, compared to $115,152 and $246,123 for the three and six months ended June 30, 2008, respectively, representing a decrease of $4,172, or 4%, and $32,234, or 13%, for the three- and six-month periods, respectively. The gross margin percentage on revenue was 64% and 65% for the three and six months ended June 30, 2009, respectively, and 64% and 63% for the three and six months ended June 30, 2008, respectively. The increase in the gross margin percentage for the six months ended June 30, 2009, from the six months ended June 30, 2008, was due to the reduction in third-party software sales, which return a lower margin of revenue than our direct sales.

 

Although the net changes and percent changes with respect to our revenues and our cost of revenue for the three and six months ended June 30, 2009 and 2008, are summarized above, the trends contained therein are limited and should not be viewed as a definitive indication of our future results.

 

Operating Expenses

 

General and Administrative — General and administrative expenses, including noncash compensation expense, were $103,293 and $190,871 for the three and six months ended June 30, 2009, respectively, compared to $280,740 and $360,994 for the three and six months ended June 30, 2008, respectively, representing a decrease of $177,447, or 63%, and $170,123, or 47%, for the three- and six-month periods, respectively. The decrease in our general and administrative expenses for the three- and six-month periods ended June 30, 2009, as compared to the three and six months ended June 30, 2008, reflects stock and stock compensation granted to employees, directors, and executives in 2008.

 

Professional Fees — Professional fees expenses, including noncash compensation expense, were $30,681 and $65,241 for the three and six months ended June 30, 2009, respectively, compared to $18,063 and $61,745 for the three and six months ended June 30, 2008, respectively, representing an increase of $12,618, or 70%, and $3,496, or 6%, for the three- and six-month periods, respectively. The increase in our professional fees expenses for the three- and six-month periods ended June 30, 2009, as compared to the three and six months ended June 30, 2008, reflects the increased auditing and market analysis expenses incurred in 2009.

 

14

 


 

Selling and Marketing — Selling and marketing expenses, including noncash compensation expense, were $41,370 and $64,761 for the three and six months ended June 30, 2009, respectively, compared to $42,622 and $97,464 for the three and six months ended June 30, 2008, respectively, representing a decrease of $1,252, or 3%, and $32,703, or 34%, for the three- and six-month periods, respectively. The decrease in our selling and marketing expenses for the three- and six-month periods ended June 30, 2009, as compared to the three and six months ended June 30, 2008, reflects our focus on optimizing our sales process in the business IT services segment while investing in sales conference attendance in the livestock segment.

 

Research and Development — Research and development expenses were $270,671 and $467,651 for the three and six months ended June 30, 2009, respectively, compared to $174,273 and $464,620 for the three and six months ended June 30, 2008, respectively, representing an increase of $96,398, or 55%, and $3,031, or 1%, for the three- and six-month periods, respectively. The increase in research and development expenses reflects increased expenditures for prototype design and development in the livestock segment.

 

Interest expense was $4,753 and $10,711 for the three and six months ended June 30, 2009, respectively, as compared to $6,841 and $15,870 for the three and six months ended June 30, 2008, respectively, representing a decrease of $2,088, or 31%, and $5,159, or 33%, for the three- and six-month periods, respectively. The decrease in interest expense is directly related to our reduction of debt on which interest was applied.

 

Liquidity and Capital Resources

 

At June 30, 2009, our principal source of liquidity consisted of $135,599 of cash, as compared to $357,157 of cash at December 31, 2008. In addition, our stockholders’ deficit was $1,019,341 at June 30, 2009, compared to stockholders’ deficit of $894,044 at December 31, 2008, an increase in the deficit of $125,297.

 

Our operations used $159,726 of net cash during the six months ended June 30, 2009, as compared to the $85,335 of net cash provided during the six months ended June 30, 2008. The $245,061 increase in the net cash used by our operating activities resulted primarily from the effect of the noncontrolling interest in our VIE.

 

Investing activities for the six months ended June 30, 2009, used $11,124 of net cash, as compared to $3,775 net cash used during the six months ended June 30, 2008. The increase in net cash used related to increased computing equipment purchases in the six months ended June 30, 2009, in order to update aging equipment.

 

Financing activities used $50,708 during the six months ended June 30, 2009, compared to using net cash of $74,765 during the six months ended June 30, 2008. The decrease of $24,057 of net cash used in financing activities is the result of reducing the speed at which we pay down notes payables in 2009.

 

We are focusing our efforts on increasing revenue while we explore external funding alternatives, particularly for our livestock segment VIE. We expect that additional sales will enable us to increase our payments on indebtedness and support the development of other products for the next 12 months. Although our independent auditors have expressed doubt about our ability to continue as a going concern, we feel that our revenues are sufficient for our IT business solutions segment to continue as a going concern. However, in order for our livestock segment to continue, we expect that our Southfork subsidiary will require additional investments and the initiation of sales of commercial products.

 

15

 


In order for us to expand our business IT solutions customer base and to pursue the development of our livestock segment leading to product roll-out, we will be required to increase our revenues substantially and to seek additional external capital. Our growth within the livestock segment will be severely restricted if we are unable to obtain external funding. Our livestock segment is currently being funded by investors within the cattle industry through Southfork. The development of our livestock segment and market introduction of commercial products is dependent upon further investment. Investment made in Southfork directly benefits TetriDyn since we are contracted to provide the management, administrative, and research and development services to Southfork. We do not anticipate that Southfork will generate significant revenues during 2009 due to the continued research and development activities that are required.

 

As we continue development of new products and identify specific commercialization opportunities, we will focus on those product markets and opportunities for which we might be able to get external funding through joint venture agreements, strategic partnerships, or other direct investments.

 

We have no significant contractual obligations or commercial commitments not reflected on our balance sheet as of this date.

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to the December 31, 2008, consolidated financial statements. Note that our preparation of the condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

 

Revenue Recognition

 

Our AeroMD EMR software is provided as turnkey software that has been customized for specific medical specializations. We install the software at the customer’s location for a fee and charge the customer a monthly license fee, based on the number of operating workstations, under a usage agreement. The customer is entitled to all systems upgrades during the term of the agreement. At the end of their contracts, customers may continue using AeroMD by entering into a new license with us. We also sell installation and post-contract support service contracts on an hourly basis. We do not provide any rights of return or warranties on our AeroMD EMR software.

 

16

 


Revenue from software licenses and related installation and support services is recognized when earned and realizable. Revenue is earned and realizable when persuasive evidence of an arrangement exists, services, if requested by the customers, have been rendered and are determinable, and ability to collect is reasonably assured. Amounts received from customers prior to these criteria being met are deferred. Revenue from the sale of software is recognized when delivered to the customer or upon installation of the software if an installation contract exists. Revenue from post-contract support service contracts is recognized as the services are provided, determined on an hourly basis. We recognize the revenue received for unused support hours under support service contracts that have had no support activity after two years.

 

Revenue applicable to multiple-element fee arrangements is divided among the software, the installation, and post-contract support service contracts using vendor-specific objective evidence of fair value, as evidenced by the prices charged when the software and the services are sold as separate products or arrangements.

 

We also provide IT management consulting services. These services have been targeted at the hospital industry. These services are paid for on a monthly basis and for a contracted monthly fee, which is not cancelable or refundable. Revenue for these services is recognized over the contract period.

 

Income Taxes

 

We utilize the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and on the amount of operating loss carryforwards, and are measured using the enacted tax rates and laws that will be in effect when the temporary differences and carryforwards are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

 

Stock Based Compensation

 

Effective January 1, 2006, we adopted the provisions of SFAS No. 123 (revised), “Share-Based Payment,” which replaces SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. SFAS No. 123R requires compensation costs related to share-based payment transactions, including employee stock options, to be recognized in the financial statements. In addition, we adhere to the guidance set forth within SEC Staff Accounting Bulletin No. 107, which provides the views of the staff of the SEC regarding the interaction between SFAS No. 123R and certain SEC rules and regulations and provides interpretations with respect to the valuation of share-based payments for public companies.

 

In adopting SFAS No. 123R, we applied the modified prospective approach to transition. Under the modified prospective approach, the provisions of SFAS No. 123R are to be applied to new awards and to awards modified, repurchased, or cancelled after the required effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered that are outstanding as of the required effective date shall be recognized as the requisite service is rendered on or after the required effective date. The compensation costs for that portion of awards shall be based on the grant-date fair value of those awards as calculated for either recognition or pro forma disclosures under SFAS No. 123.

 

17

 


Variable Interest Entities

 

In December 2003, the FASB issued a revision to Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN No. 46(R)”), which was originally issued in January 2003. FIN No. 46(R) provides guidance on the consolidation of certain entities when control exists through means other than ownership of voting (or similar) interests and was effective for public entities that have interests in variable interest entities commonly referred to as special purpose entities for the first reporting period that ends after March 15, 2004. FIN No. 46(R) requires consolidation by the majority holder of expected residual gains and losses of the activities of a VIE.

 

We have concluded that Southfork meets the definition of a VIE because we have an agreement with Southfork to fully manage and control the financial direction of Southfork and we are the primary beneficiary of its operations. Therefore, we have accounted for Southfork’s operations by consolidating them with our financials and recognizing the noncontrolling interest in its operations.

 

Recent Accounting Pronouncements

 

In May 2009, the FASB issued SFAS No. 165 “Subsequent Events.” SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this statement did not have a material effect on our financial statements.

 

In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.” SFAS No. 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS No. 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. We are evaluating the impact the adoption of SFAS No. 166 will have on our financial statements.

 

In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 improves financial reporting by enterprises involved with variable interest entities and to address: (1) the effects on certain provisions of FIN No. 46(R) as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166; and (2) constituent concerns about the application of certain key provisions of FIN No. 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS No. 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. We are evaluating the impact the adoption of SFAS No. 167 will have on our financial statements.

 

18

 


In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles, or GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS No. 168. All other accounting literature not included in the Codification is nonauthoritative. We are evaluating the impact the adoption of SFAS No. 168 will have on our financial statements.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities.”

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4T. CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officers (whom we refer to in this periodic report as our Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) as of June 30, 2009, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2009, our disclosure controls and procedures were effective.

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of control must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the control can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

19

 


PART II – OTHER INFORMATION

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On June 17, 2009, at the annual meeting of our shareholders, the shareholders voted as indicated on the following matters submitted to them for consideration:

 

 

(a)

to re-elect the Company’s members of the Board of Directors to each serve for a term expiring at the next annual meeting and until his or her successor is elected and qualified.

 

David W. Hempstead

For

14,277,764

Withhold Authority

0

 

 

 

 

 

Antoinette R. Knapp

For

14,277,764

Withhold Authority

0

 

 

 

 

 

Orville J. Hendrickson

For

14,277,764

Withhold Authority

0

 

 

 

 

 

Larry J. Ybarrondo

For

14,277,764

Withhold Authority

0

 

 

(b)

to approve our 2009 Long-Term Incentive Plan as shown below:

 

For

14,277,764

Against

50

 

No other business was presented.

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as a part of this report:

 

Exhibit Number*

 

 

Title of Document

 

 

Location

 

 

 

 

 

Item 31

 

Rule 13a-14(a)/15d-14(a) Certifications

 

 

31.01

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14

 

Attached

 

 

 

 

 

Item 32

 

Section 1350 Certifications

 

 

32.01

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer)

 

Attached

_______________

*

All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

 

 

20

 


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

TETRIDYN SOLUTIONS, INC.

 

 

(Registrant)

 

 

 

Date: August 13, 2009

By:

/s/ David W. Hempstead

 

 

David W. Hempstead, President,

Chief Executive Officer, and

Chief Financial Officer

 

 

21

 

 

EX-31.01 2 ex3101q063009.htm RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

Exhibit 31.01

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

 

 

I, David W. Hempstead, certify that:

 

1.           I have reviewed this Quarterly Report on Form 10-Q of TetriDyn Solutions, Inc.

 

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)          designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)          designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)          evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)          disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)          all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)          any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 13, 2009

 

 

/s/ David W. Hempstead

David W. Hempstead

Principal Executive Officer and Principal Financial Officer

 

 

EX-32.01 3 ex3201q063009.htm SECTION 1350 CERTIFICATIONS

Exhibit 32.01

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of TetriDyn Solutions, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David W. Hempstead, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ David W. Hempstead

David W. Hempstead

Chief Executive Officer

Chief Financial Officer

August 13, 2009

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

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