10QSB 1 q033107.htm 10-QSB ENDED MARCH 31, 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

 

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

For the quarterly period ended March 31, 2007

 

Commission File Number 033-19411-C

 

 

TETRIDYN SOLUTIONS, INC.

(Exact name of small business issuer 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)

 

(208) 232-4200

(Issuer’s telephone number)

 

n/a

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). NO x YES o

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 3, 2007, issuer had 20,879,751 outstanding shares of common stock, par value $0.001.

 

Transitional Small Business Disclosure Format (check one): YES o NO x

 

 



 

 

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 or Plan of Operation.

11

 

Item 3. Controls and Procedures

17

 

 

 

PART II – OTHER INFORMATION

 

 

Item 6. Exhibits

18

 

Signature

18

 

 

 

2

 



 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,

 

December 31,

 

 

2007

 

2006

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash

 

$        59,953 

 

$          81,723

Accounts receivable

 

1,565 

 

200 

Total Current Assets

 

61,518 

 

81,923 

Property and Equipment, net

11,202 

 

14,351 

Total Assets

 

$        72,720 

 

$96,274 

 

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable

 

$      125,350 

 

$       154,674 

Accrued liabilities

 

82,965 

 

79,769 

Deferred revenue

 

62,972 

 

57,796 

Notes payable, current portion

192,340 

 

219,271 

Total Current Liabilities

 

463,627 

 

511,510 

Long-Term Liabilities

 

 

 

 

Notes payable, net of current portion

350,035 

 

334,864 

Notes payable to related parties, net of current portion

77,751 

 

77,751 

Total Long-Term Liabilities

427,786 

 

412,615 

Total Liabilities

 

891,413 

 

924,125 

 

 

 

 

 

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: 20,459,350 shares and

 

 

 

20,009,350 shares, respectively

20,459 

 

20,009 

Additional paid-in capital

 

2,438,979 

 

2,124,430 

Deferred stock compensation

(249,198)

 

— 

Accumulated deficit

 

(3,028,933)

 

(2,972,290)

Total Stockholders' Deficit

 

(818,693)

 

(827,851)

Total Liabilities and Stockholders' Deficit

$        72,720 

 

$         96,274 

 

 

 

 

 

See the accompanying notes to condensed consolidated financial statements.

 

 

3

 



 

 

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

For the Three Months Ended

 

March 31,

 

2007

 

2006

 

 

 

(Restated)

Revenue

$     283,492 

 

$      31,440 

Cost of Revenue

96,123 

 

17,290 

Gross Profit

187,369 

 

14,150 

Operating Expenses

 

 

 

General and administrative

50,223 

 

32,230 

Professional fees

92,999 

 

434,804 

Selling and marketing

63,849 

 

54,735 

Research and development

21,843 

 

45,182 

Total Operating Expenses

228,914 

 

566,951 

Net Loss from Operation

(41,545)

 

(552,801)

Other Income (Expenses)

 

 

 

Grant Income

— 

 

— 

Interest Income

81 

 

188 

Interest Expense

(15,179)

 

(28,185)

Total Other Income (Expenses)

(15,098)

 

(27,997)

Net Loss before Provision for Income Taxes

(56,643)

 

(580,798)

Provision for Income Taxes

— 

 

— 

Net Loss

$      (56,643)

 

$   (580,798)

 

 

 

 

Basic and Diluted Loss Per Common Share

$          (0.00)

 

$        (0.03)

 

 

 

 

Basic and Diluted Weighted-Average

 

 

 

Common Shares Outstanding

20,381,931 

 

16,662,625 

 

 

 

 

See the accompanying notes to condensed consolidated financial statements.

 

 

4

 



 

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

For the Three Months Ended

 

March 31,

 

2007

 

2006

 

 

 

(Restated)

Cash Flows from Operating Activities

 

 

 

Net Loss

$    (56,643)

 

$  (580,798)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

Depreciation

3,149 

 

8,977 

Interest expense from accretion redeemable stock

— 

 

12,164 

Common stock issued for services

65,352 

 

443,675 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

(1,365)

 

2,139 

Accounts payable and accrued liabilities

(26,129)

 

5,753 

Deferred revenue

5,176 

 

(1,765)

Other

 

 

(766)

Net Cash Used in Operating Activities

(10,460)

 

(110,621)

Cash Flows from Investing Activities

 

 

 

Purchase of property and equipment

— 

 

(1,821)

Net Cash Used in Investing Activities

— 

 

(1,821)

Cash Flows from Financing Activities

 

 

 

Principal payments on notes payable

(11,760)

 

(8,510)

Principal payments on notes payable to related parties

— 

 

(21,197)

Principal payments on capital lease obligations

— 

 

(5,997)

Proceeds from issuance of common stock

450

 

161,500 

Proceeds from exercised stock options

— 

 

660 

Net Cash Provided (Used) by Financing Activities

(11,310)

 

126,456 

Net Increase (Decrease) in Cash

(21,770)

 

14,014 

Cash at Beginning of Period

81,723 

 

108,311 

Cash at End of Period

$     59,953 

 

$  122,325 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

Cash paid for income taxes

$             — 

 

$           — 

Cash paid for interest expense

$      11,787 

 

$    18,628 

 

 

 

 

 

 

 

 

Schedule of Noncash Investing and Financing Activities:

 

 

 

Conversion of note payable into common stock

— 

 

252,356 

Conversion of redeemable stock into common stock

— 

 

708,274 

Common stock issued in exchange for Creative Vending Corp. liabilities

— 

 

4,500 

 

 

 

5

 



 

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1 – Basis of Presentation

 

The accompanying unaudited 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 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 which 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 consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-KSB for the year ended December 31, 2006, 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 subsidiary specialize in providing technology and data integration solutions that increase professional or worker productivity through the use of customized data input screens, wireless technologies, and improved information technology (IT) processes. The Company’s solutions are comprised of varying mixtures of proprietary software, third-party products, and IT consulting services. These solutions are currently focused in the healthcare industry, with new applications being developed for the food security and other industries.

 

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, an Idaho corporation also named TetriDyn Solutions, Inc. Intercompany accounts and transactions have been eliminated in consolidation.

 

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.

 

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.

 

Revenue Recognition – The Company’s AeroMD EMR software is provided as turnkey software that has been customized for specific medical specializations. The Company typically 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 one- or two-year license. At the end of their contracts, customers may continue using Aero MD by entering into a new license with the Company. The Company also sells installation and post-contract telephone support service contracts on an hourly basis. The Company does not provide any rights of return or warranties on its AeroMD EMR software.

 

 

6

 



 

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

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 collectibility 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 telephone support service contracts is recognized as the services are provided, determined on an hourly basis. 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. Fair value is evidenced by the prices charged when the software and the services are sold as separate products or arrangements.

 

The Company also provides information technology management consulting services. To date, these services have been primarily in the hospital industry. These services are paid for on a monthly basis and for a flat-fee, which is not cancelable or refundable. Revenue for these services is recognized over the contract period.

 

The Company had one customer that represented 73% of sales for the three months ended March 31, 2007. This customer is a regional hospital that contracted with the Company for IT consulting and management services.

 

Going Concern – During the year ended December 31, 2006, and the three months ended March 31, 2007, the Company suffered losses of $720,764 and $56,643, respectively. During the year ended December 31, 2006, and the three months ended March 31, 2007, the Company used $120,680 and $10,460 of cash in its operating activities, respectively. At March 31, 2007, the Company had a working capital deficit of $402,109 and a capital deficit of $818,693. These matters raise doubt about the Company’s ability to continue. Management is attempting to obtain equity financing for use in the Company’s operations. In addition, management is trying to expand the Company’s sales and obtain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

Business Segments – The Company operates in one segment and therefore segment information is not presented.

 

Fair Value of Financial Instruments – The carrying amounts of the Company’s accounts receivable, restricted cash, accounts payable, notes payable to related parties, notes payable, and deferred compensation 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 which 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.

 

 

7

 



 

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Net Loss Per Common Share – Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted loss per common share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common share equivalents outstanding. There were no potential common share stock options or warrants outstanding at March 31, 2007, or at March 31, 2006.

 

Reclassifications – Certain amounts in the 2006 information have been reclassified to conform to the 2007 presentation. These reclassifications had no impact on the Company’s net loss or cash flows.

 

Recent Accounting Pronouncements – In February 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 155, “Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140,” to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

 

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately-recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity’s first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

 

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of FASB Statements No. 109.” FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

 

8



 

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

 

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R).” This statement requires employers to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

 

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108, but does not expect that it will have a material effect on its financial statements.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements.” The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

 

9



 

 

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

Note 3 –Restatement of Financial Statements

 

The financial statements for the three months ended March 31, 2006, have been restated due to the Company determining that the shares paid to a consultant for services related to the 2006 reverse acquisition needed to be valued at the time of the reverse acquisition rather than at the time of the agreement due to contingencies in the agreement based upon completion of the reverse acquisition. This restatement caused the professional fees expense for the three months ended March 31, 2006, to be increased by $360,000, resulting in the net loss for the same three-month period being increased by $360,000.

 

Note 4 – Stockholders’ Equity

 

In January 2007, the Company entered into a consulting agreement with a consultant for investor relations services. The agreement calls for the consultant to provide services for a period of one year. The Company sold the consultant 450,000 shares of common stock for cash proceeds of $450 and recorded the fair value of the common stock of $315,000. The fair value of the common stock will be recognized over the term of the agreement. For the three months ended March 31, 2007, the Company recognized consulting expense of $65,352 under the agreement.

 

Note 5 –Related Party Transactions

 

The Company had amounts due to a shareholder for funds loaned to the Company and for Company expenditures covered by the shareholder. The balances due to the shareholder at March 31, 2007, and December 31, 2006, were $77,751 and $77,751, respectively. The notes payable bear interest at 6% per annum. During May 2006, the shareholder and the Company agreed to modify the terms of the notes payable such that they are due on May 30, 2008. During April 2007, the shareholder and the Company agreed to again modify the terms of the notes payable to be paid with Company common stock (see Note 6).

 

Note 6 –Subsequent Events

 

In April 2007, the Company agreed to pay the amount owed to the shareholder discussed in Note 5, including all accrued interest, with the Company’s common stock at the closing price that date. The balance including accrued interest due to the shareholder in April 2007 was $84,080. As a result, the Company issued 420,401 shares of common stock for the cancellation of the debt to the shareholder. No gain or loss was recognized upon the settlement.

 

 

10

 



 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

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, 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 mobility software industry, 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.

 

Overview

 

We specialize in providing technology and data integration solutions that increase professional or worker productivity through the use of customized data input screens, wireless technologies, and improved information technology (IT) processes. Our solutions are comprised of varying mixtures of proprietary software, third-party products, and IT consulting services. These solutions are currently focused in the healthcare industry, with new applications being developed for the food security and other industries.

 

We have targeted two major industries that we believe have significant needs that our products help address: healthcare and food security. Our unique proprietary EMR (electronic medical record) software will help hospitals and doctors’ offices adapt to electronic record systems, cutting down the traditional paper record system. In the food security arena, we believe our E-Trace (electronic tracing) program is the only electronic animal-tracking identification solution ready to meet significant needs of the livestock industry.

 

Description of Expenses

 

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

 

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

 

Selling and marketing expenses consist primarily 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 used by these employees in the development of new or enhanced product offerings.

 

 

11

 



 

 

In accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards (“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 cost 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.

 

Results of Operations

 

Comparison of Three Months Ended March 31, 2007 and 2006

 

Revenues

 

Our revenue was $283,492 for the three months ended March 31, 2007, compared to $31,440 for the three months ended March 31, 2006, representing an increase of $252,052, or 802%, for the three-month period. The increase in revenues was due to a consulting services contract with a regional hospital and increased AeroMD and third-party software sales. The revenues associated with the consulting services with the regional hospital constituted 83% of the increased total revenue.

 

Cost of Revenue

 

Our cost of revenue was $96,123 for the three months ended March 31, 2007, compared to $17,290 for the three ended March 31, 2006, representing an increase of $75,833, or 439%, for the three-month period. The gross margin percentage on revenue was 66% for the three months ended March 31, 2007, and 45% for the three months ended March 31, 2006. The increased cost of revenue was due to the consulting service contract, which we performed by reassigning some personnel from administrative and research and development functions. This reassignment increased cost of revenue and correspondingly decreased operating costs, which also affected the gross margin percentage in 2007.

 

Although the net changes and percent changes with respect to our revenues and our cost of revenue for the three months ended March 31, 2007 and 2006, 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 $50,223 for the three months ended March 31, 2007, compared to $32,203 for the three months ended March 31, 2006, representing an increase of $18,020, or 56%, for the three-month period. The increase in our general and administrative expenses from the three-month period ended March 31, 2007, as compared to the three months ended March 31, 2006, reflects an increase in payroll costs in 2007 compared to the first three months of 2006.

 

 

12

 



 

 

Professional Fees — Professional fees expenses, including noncash compensation expense, were $92,999 for the three months ended March 31, 2007, compared to $434,804 for the three months ended March 31, 2006, representing a decrease of $341,805, or 79%, for the three-month period. The decrease in our professional fees expenses from the three-month period ended March 31, 2007, as compared to the three months ended March 31, 2006, reflects legal, auditing, and other consulting fees incurred in 2006 directly related to the reverse acquisition of TetriDyn Solutions, Inc. by Creative Vending Corp., the name and domicile change to Nevada, and Securities and Exchange Commission filing requirements.

 

Selling and Marketing — Selling and marketing expenses, including noncash compensation expense, were $63,849 for the three months ended March 31, 2007, compared to $54,735 for the three months ended March 31, 2006, representing an increase of $9,114, or 17%, for the three-month period. The increase in our selling and marketing expenses from the three months ended March 31, 2007, as compared to the three months ended March 31, 2006, reflects our increased focus on marketing, including increased sales staff, advertising, and customer contact.

 

Research and Development Expenses — Research and development expenses were $21,843 for the three months ended March 31, 2007, compared to $45,182 for the three months ended March 31, 2006, representing a decrease of $23,339, or 52%, for the three-month period. The decrease in research and development expenses reflects our increased focus on consulting services contract and sales and marketing activities while reducing our focus on research and development activities.

 

Interest expense was $15,179 for the three months ended March 31, 2007, as compared to $28,185 for the three months ended March 31, 2006, a decrease of $13,006, or 46%, for the three-month period. The decrease in interest expense related primarily to our conversion of outstanding debt to common stock in connection with the reverse acquisition, thereby reducing our interest expense.

 

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 or Plan of Operations where 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, 2006 Consolidated Financial Statements. Note that our preparation of the 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 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 typically 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 one- or two-year usage agreement. The customer is entitled to all systems upgrades during the one- or two-year license. 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 telephone support service contracts on an hourly basis. We do not provide any rights of return or warranties on our AeroMD EMR software.

 

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Revenue from software licenses and related installation and support services is recognized when earned and realizable, which is when persuasive evidence of an arrangement exists, services, if requested by the customers, have been rendered and are determinable, and collectibility is reasonably assured. Amounts billed to 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 telephone support service contracts is recognized as the services are provided, determined on an hourly basis. 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. Fair value is evidenced by the prices charged when the software and the services are sold as separate products or arrangements.

 

We also provide information technology management consulting services. To date, these services have been primarily in the hospital industry. These services are paid for on a monthly basis and for a flat-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 carry-forwards, and are measured using the enacted tax rates and laws that will be in effect when the temporary differences and carry-forwards 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.

 

Recent Accounting Pronouncements

 

In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140,” to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a material effect on our future reported financial position or results of operations.

 

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately-recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity’s first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a material effect on our future reported financial position or results of operations.

 

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In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of FASB Statements No. 109.” FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on our future reported financial position or results of operations.

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on our future reported financial position or results of operations.

 

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R).” This statement requires employers to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on our future reported financial position or results of operations.

 

In September 2006, the Securities and Exchange Commission issued SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. We are currently evaluating the impact of adopting SAB No. 108, but do not expect that it will have a material effect on our financial statements.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements.” The adoption of this statement is not expected to have a material effect on our financial statements.

 

 

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Liquidity and Capital Resources

 

At March 31, 2007, our principal sources of liquidity consisted of $59,953 of cash, as compared to $81,723 of cash at December 31, 2006. In addition, our stockholders’ deficit was $818,693 at March 31, 2007, compared to stockholders’ deficit of $827,851 at December 31, 2006, a decrease in the deficit of $9,158.

 

Our operations used net cash of $10,460 during the three months ended March 31, 2007, as compared to $110,621 of net cash used during the three months ended March 31, 2006. The $100,161 decrease in the net cash used by our operating activities primarily resulted from the reduced loss in the first three months of 2007 compared to the first three months in 2006 when we incurred substantially larger expense for common stock issued for services.

 

Investing activities for the three months ended March 31, 2007, used no net cash, as compared to $1,821 of net cash used during the nine months ended March 31, 2006. The decrease in net cash used related to no new property or equipment being purchased in the three months ended March 31, 2007.

 

Financing activities used $11,310 during the three months ended March 31, 2007, compared to providing net cash of $126,456 during the three months ended March 31, 2006. The decrease of $137,766 of net cash provided in financing activities primarily resulted from the sale of stock.

 

We are focusing our efforts on increasing revenue while we explore external funding alternatives. In addition, we intend to seek compromise and resolution of $125,000 in indebtedness due a community development agency, now in default, principally by execution on the collateral. We currently have contracts in place for future deliveries of our AeroMD product and other solutions that we believe will cover our minimum expenditures for operating costs and minimum installments due on our other indebtedness to non-affiliates during the next 12 months. We expect that additional sales will enable us to increase our payments on indebtedness and support the development of other products. In order for us to expand our AeroMD market penetration and to pursue the development of our E-Trace program leading to product roll-out, we will be required to increase our revenues substantially and to seek additional external capital. Our growth will be severely restricted if we are unable to obtain external funding. On October 25, 2006, our common stock began being quoted on the OTCBB and the Pink Sheets, which we anticipate may improve our access to equity capital. Additionally, 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.

 

 

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ITEM 3. 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 March 31, 2007, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of March 31, 2007, 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.

 

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PART II – OTHER INFORMATION

 

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.

 

SIGNATURE

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TETRIDYN SOLUTIONS, INC.

 

 

(Registrant)

 

 

 

Date: May 3, 2007

By:

/s/ David W. Hempstead

 

 

David W. Hempstead, President, Chief

 

 

Executive Officer, and Chief Financial Officer

 

 

 

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