Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2013 | Aug. 01, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | TETRIDYN SOLUTIONS INC | |
Entity Central Index Key | 827,099 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | Yes | |
Entity Current Reporting Status | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 53,404,140 | |
Document Fiscal Year Focus | 2,013 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2013 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2013 | Dec. 31, 2012 |
Current Assets | ||
Cash | $ 603 | $ 857 |
Accounts receivable, net | 5,840 | 17,713 |
Prepaid expenses, net | 386 | 1,403 |
Total Current Assets | 6,829 | 19,973 |
Property and Equipment, net | 5,246 | 8,329 |
Total Assets | 12,075 | 28,302 |
Current Liabilities | ||
Accounts payable | 425,006 | 405,259 |
Accrued liabilities | 302,009 | 293,744 |
Customer deposits | 9,876 | 14,887 |
Notes payable, current portion | 147,550 | 133,699 |
Convertible note payable to related party, current portion | 150,000 | 150,000 |
Total Current Liabilities | 1,034,441 | 997,589 |
Long-Term Liabilities | ||
Notes payable, net of current portion | 152,062 | 166,556 |
Convertible note payable to related party, net of current portion | 170,246 | 170,500 |
Total Long-Term Liabilities | 322,308 | 337,056 |
Total Liabilities | $ 1,356,749 | $ 1,334,645 |
COMMITMENTS AND CONTINGENCIES (See Note 8) | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock - $0.001 par value Authorized: 5,000,000 shares issued and outstanding: 1,200,000 shares and outstanding: 1,200,000 shares, respectively | $ 1,200 | $ 1,200 |
Common stock - $0.001 par value authorized: 100,000,000 shares issued and outstanding: 24,031,863 shares and 23,031,863 shares, respectively | 24,032 | 23,032 |
Additional paid-in capital | 2,968,264 | 2,899,251 |
Accumulated deficit | (4,338,170) | (4,229,826) |
Total Stockholders' Deficit | (1,344,674) | (1,306,343) |
Total Liabilities and Stockholders' Deficit | $ 12,075 | $ 28,302 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued (in shares) | 1,200,000 | 1,200,000 |
Preferred Stock, Shares Outstanding (in shares) | 1,200,000 | 1,200,000 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued (in shares) | 24,031,863 | 23,031,863 |
Common Stock, Shares Outstanding (in shares) | 24,031,863 | 23,031,863 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Income Statement [Abstract] | ||||
Revenue | $ 27,453 | $ 89,739 | $ 105,098 | $ 138,816 |
Cost of Revenue | 4,817 | 14,537 | 30,967 | 19,796 |
Gross Profit | 22,636 | 75,202 | 74,131 | 119,020 |
Operating Expenses | ||||
General and administrative | 26,666 | 38,664 | 75,959 | 83,847 |
Professional fees | 11,267 | 5,184 | 15,558 | 19,713 |
Selling and marketing | 1,176 | 20,056 | 5,347 | 26,327 |
Research and development | 19,860 | 25,984 | 46,157 | 52,446 |
Total Operating Expenses | 58,969 | 89,888 | 143,021 | 182,333 |
Net Loss from Operations | (36,333) | (14,686) | (68,890) | (63,313) |
Other Expenses | ||||
Interest Expense | 12,541 | 26,528 | 39,454 | 48,499 |
Total Other Expenses | (12,541) | (26,528) | (39,454) | (48,499) |
Net Loss before Provision for Income Taxes | (48,874) | (41,214) | (108,344) | (111,812) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (48,874) | $ (41,214) | $ (108,344) | $ (111,812) |
Total Basic and Diluted Loss Per Common Share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and Diluted Weighted-Average Common Shares Outstanding | 24,031,863 | 23,031,863 | 23,569,497 | 23,031,863 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Cash flows from operating activities: | ||
Net Loss | $ (108,344) | $ (111,812) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,083 | 7,468 |
In-kind contribution of rent | 8,700 | 0 |
In-kind contribution of executive salaries | 41,313 | 0 |
Common stock issued for services | 20,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,873 | (9,075) |
Prepaid expenses | 1,017 | 7,789 |
Accrued expenses | 8,266 | 54,489 |
Accounts payable | 19,747 | (471) |
Customer deposits | (5,010) | 1,964 |
Net Cash Provided by (Used) in Operating Activities | 645 | (49,648) |
Cash Flows from Financing Activities | ||
Proceeds from borrowing under related party notes payable | 0 | 40,000 |
Principal payments on notes payable | (645) | (5,135) |
Principal payments on related party convertible note payable | (254) | 0 |
Net Cash Provided by (Used in) Financing Activities | (899) | 34,865 |
Net Decrease in Cash | (254) | (14,783) |
Cash at Beginning of Period | 857 | 18,609 |
Cash at End of Period | 603 | 3,826 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest expense and lines of credit | $ 22,083 | $ 35,240 |
1. Nature of Business and Basis
1. Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Nature of Business and Basis of Presentation | TetriDyn Solutions, Inc. (the Company), specializes in providing business information technology (IT) solutions to its customers. The Company optimizes business and IT processes by using systems engineering methodologies, strategic planning, and system integration to add efficiency and value to its customers business processes and to help its customers identify critical success factors in their business. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, 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 managements 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 Companys annual report on Form 10-K for the year ended December 31, 2012, including the financial statements and notes thereto. |
2. Organization and Summary of
2. Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Organization and Summary of Significant Accounting Policies | Principles of Consolidation Business Segments Use of Estimates Cash and Cash Equivalents Revenue Recognition The Company had three customers that represented more than 10% of sales for the three- and six-month periods ended June 30, 2013, and the Company had three customers that represented more than 10% of sales for either the three- or six-month period ended June 30, 2012, as follows: Three Months Ended June 30, 2013 Six Months Ended June 30, 2013 Three Months Ended June 30, 2012 Six Months Ended June 30, 2012 Customer A 33% 27% 37% 40% Customer B 28% 44% -- -- Customer C 22% 12% -- -- Customer D -- -- 27% 19% Customer E -- -- 19% 13% Going Concern Income Taxes Income Taxes Fair Value of Financial Instruments Fair Value Measurements and Disclosures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist of accounts receivable, prepaid expenses, accounts payable, accrued liabilities, customer deposits, notes payable, and related-party convertible notes payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures Financial Instruments Property and Equipment Net Loss per Common Share Earnings Per Share Stock-Based Compensation Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC 505, Share-Based Payment Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, Effective January 1, 2006, the Company adopted the provisions of FASB ASC 505 for its stock-based compensation plan. Under FASB ASC 505, 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 period, which is typically through the date the options or awards vest. The Company adopted FASB ASC 505 using the modified prospective method. Under this method, for all stock-based options and awards granted before 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 FASB ASC 505 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. Reclassifications |
3. Recent Accounting Pronouncem
3. Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Recent Accounting Pronouncements | In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Revenue RecognitionConstruction-Type and Production-Type Contracts In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial StatementsGoing Concern In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, In April 2015, the FASB issued ASU No. 2015-05, Intangibles All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable. |
4. Investments
4. Investments | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Investments | As of June 30, 2013 and December 31, 2012, the Company had an approximately 40% minority interest in an entity that is developing electronic livestock tracking systems. The Company has no management or financial control over this entity and therefore accounted for the investment using the cost method. The value of the investment was $0 as of June 30, 2013 and December 31, 2012, as determined based on Level 3 inputs ( see |
5. Accounts Payable and Accrued
5. Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Accounts Payable and Accrued Liabilities | As of June 30, 2013, the Company had $425,006 in accounts payable, $365,222 of which was due on multiple revolving credit cards under the name of the Companys former chief executive officer (now deceased) or the name of the Companys current president. These amounts represent advances to the Company from funds borrowed on credit cards in the names of these officers as an accommodation to the Company at a time when it was unable to obtain advances on its own credit. The obligations bear varying rates of interest between 5.25% and 29.99%. The Company agreed to reimburse the former chief executive officer and the current president for these liabilities ( see As of June 30, 2013, the Company had $302,009 in accrued liabilities. The accrued liabilities included $213,436 that represents unpaid salaries, including accrued payroll taxes, for two of its officers. |
6. Convertible Notes Payable to
6. Convertible Notes Payable to Related Party | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Convertible Notes Payable to Related Party | In 2010, the Company borrowed $150,000 in three separate loans from two of its officers and directors, repayable pursuant to various convertible promissory notes. The terms of the notes are as follows: (a) no interest will accrue if the note is repaid within 60 days; (b) if the note is not repaid within 60 days, the Company is obligated to pay 10% for costs associated with securing the funds; (c) if the loan is repaid within one year, no annual interest rate will be charged; however, if the loan is not repaid within one year, the note will accrue interest at 6% per annum, beginning on the one-year anniversary date of the note; (d) the lenders are authorized to convert part or all of the note balance and accrued interest, if any, into the Companys common stock at its fair value at any time while the note is outstanding; and (e) the loans due date for full repayment is December 31, 2013. Since the loans were not paid within 60 days, the Company is obligated to pay $15,000 for costs associated with securing the funds and accrued interest. In 2011, the Company borrowed $125,000 in five separate loans from two of its officers and directors, repayable pursuant to various convertible promissory notes. The terms of the notes are as follows: (a) no interest will accrue if the note is repaid within 60 days; (b) if the note is not repaid within 60 days, the Company is obligated to pay 10% for costs associated with securing the funds; (c) if the loan is repaid within one year, no annual interest rate will be charged; however, if the loan is not repaid within one year, the note will accrue interest at 6% per annum, beginning on the one-year anniversary date of the note; (d) the lenders are authorized to convert part or all of the note balance and accrued interest, if any, into the Companys common stock at its fair value at any time while the note is outstanding; and (e) the loans due date for full repayment is December 31, 2014. Since the loans were not paid within 60 days, the Company is obligated to pay $12,500 for costs associated with securing the funds. In 2012, the Company borrowed $45,500 in three separate loans from two of its officers and directors, repayable pursuant to various convertible promissory notes. The terms of the notes are as follows: (a) no interest will accrue if the note is repaid within 60 days; (b) if the note is not repaid within 60 days, the Company is obligated to pay 10% for costs associated with securing the funds; (c) if the loan is repaid within one year, no annual interest rate will be charged; however, if the loan is not repaid within one year, the note will accrue interest at 6% per annum, beginning on the one-year anniversary date of the note; (d) the lenders are authorized to convert part or all of the note balance and accrued interest, if any, into the Companys common stock at its fair value at any time while the note is outstanding; and (e) the loans due date for full repayment is December 31, 2014. Since the loans were not paid within 60 days, the Company is obligated to pay $4,550 for costs associated with securing the funds. As of June 30, 2013, the Company had $320,246 in convertible notes payable due to related parties with $48,192 in accrued interest. |
7. Notes Payable in Default
7. Notes Payable in Default | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Notes Payable in Default | As of October 25, 2011, a loan from one economic development entity was in default. The loan principal was $50,000 with accrued interest of $6,914 through June 30, 2013. As of June 30, 2013, the Company was delinquent in payments on two loans to a second economic development entity. The Company owed this economic entity $42,121 in late payments, with an outstanding balance of $163,791 and accrued interest of $19,745 as of June 30, 2013. Both loans are guaranteed by two of the Companys officers. One loan is secured by liens on intangible software assets, and the other loan is secured by the officers personal property. The Company is working with this entity to bring the payments current as soon as cash flow permits. As of June 30, 2013, the Company was delinquent in payments on a loan to a third economic development entity. The Company owed the third economic entity $40,070 in late payments, with an outstanding balance of $85,821 and accrued interest of $6,190 as of June 30, 2013. This loan is secured by a junior lien on all the Companys assets and shares of founders common stock. The Company is working with this entity to bring the payments current as soon as cash flow permits. |
8. Commitments and Contingencie
8. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Commitments and Contingencies | In March 2012, the compensation committee set the annual salaries for the chief executive officer and the deputy chief executive officer to be $50,000 and $50,000, respectively, through calendar year 2012 and for subsequent calendar years until otherwise modified in a subsequent compensation committee resolution. The officers voluntarily forfeited their salaries for the six months ended June 30, 2013, and contributed the services in-kind. |
9. Stockholder's Deficit
9. Stockholder's Deficit | 6 Months Ended |
Jun. 30, 2013 | |
Stockholders Deficit | |
Stockholder's Deficit | Stock Issued for Services On March 25, 2013, the board of directors authorized the issuance of 1,000,000 shares of the Companys common stock for compensation as follows: ● 200,000 restricted shares of common stock to existing employees of the Company, excluding directors and officers, as determined by management; ● 275,000 restricted shares of common stock to each outside director on a discretionary basis for past service; ● 150,000 restricted shares of common stock to an outside consultant for technical services; and ● 100,000 restricted shares of common stock to an outside consultant for marketing and product development services. The issuances were recorded for financial statement purposes at $0.02 per share, the approximate market price for the common stock on the date the issuances were approved, for a total of $20,000. In-Kind Contribution of Services and Rent Two officers voluntarily forfeited their salaries for the six months ended June 30, 2013, and contributed the services in-kind. For the six months ended June 30, 2013, no rent was paid for the occupied office space owned by one of the Companys directors. In-kind contribution of rent of $1,450 per month, or $8,700 total, was recognized in the six months ended June 30, 2013. |
10. Subsequent Events
10. Subsequent Events | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Subsequent Events | Credit Card Obligations The Company was responsible for reimbursing Dave Hempstead, its chief executive officer, principal financial officer, and director, for personal credit card account expenditures on its behalf. The balance due on these credit card accounts was $261,609 as of the date of Mr. Hempsteads death on April 26, 2013. The credit card companies have not sought collection from assets owned jointly with Mr. Hempsteads surviving spouse, who in turn advised the Company on July 15, 2015, that she will not seek reimbursement from the Company unless the credit card companies hereafter seek payment. The full amount of this liability has been recorded and disclosed as part of accounts payable and will continue to be accrued until the statute of limitations is met. Sale of Southfork Solutions, Inc. On August 26, 2014, the Company sold to Southfork Solutions, Inc., the variable interest subsidiary engaged in providing IT solutions to the livestock segment, its 39% minority, nonoperating interest in Southfork Solutions for $75,000. This operation had been discontinued in 2009 ( see Consolidation of Convertible Notes Payable to Related Parties On March 19, 2015, the Company exchanged convertible notes payable to its officers and directors in the aggregate principal amount of $320,246, plus accrued but unpaid interest of $74,134, for an aggregate of $394,380 as of December 31, 2014, into a single, $394,380 consolidated convertible note dated December 31, 2014. The new consolidated convertible note has payment and other terms identical to the notes exchanged, except that the conversion provisions were changed from a conversion price to be equal to the stocks fair value as of the conversion date to a fixed conversion price under the consolidated note of $0.025 per share, the approximate market price of the Companys common stock as of the date of the issuance of the consolidated note in March 2015. The note is due and payable within 90 days after demand. See 2015 Investment and Merger Agreements On March 23, 2015, the Company entered into an Investment Agreement dated March 12, 2015, with JPF Venture Group, Inc. (JPF) and an Agreement and Plan of Merger dated March 12, 2015 (the Merger Agreement) with Ocean Thermal Energy (OTE). Before entering into these agreements, there was no material relationship between the Company and its affiliates and either JPF or OTE and their respective affiliates. Investment Agreement JPFs investment is being used principally to initiate and pursue an updated technical and commercialization review of the Companys intellectual properties with a view toward possible broadened marketing introduction and, in general, advance the Companys business activities and to bring its regulatory filings current. The terms of the Investment Agreement provide that, if the Merger (as defined below) with OTE is consummated, 100% of the JPF Stock will be cancelled and returned to the status of authorized and unissued shares. The purpose of this intended cancellation is to ensure that the Companys current shareholders (excluding JPF) retain a 5% interest in the post-Merger company. If the Merger is not consummated, the JPF Stock will remain outstanding, and JPF will maintain its position as a 55% stockholder in the Company. Concurrently with the execution of the Investment Agreement, Antoinette Knapp Hempstead and the estate of her late husband, David W. Hempstead (together, the Hempsteads), JPF, and Feakins entered into an agreement whereby, among other things: (i) JPF agreed to execute supplemental guarantees for the Hempsteads in connection with certain debt obligations to economic development entities owed by the Company and guaranteed by the Hempsteads; (ii) the Hempsteads transferred to JPF the consolidated convertible note payable by the Company to the Hempsteads with an outstanding principal balance of $394,380 as of December 31, 2014, together with accrued and unpaid payroll of $213,436, for a total of $607,816; and (iii) the Hempsteads returned to the Company for cancellation 1,200,000 shares of Series A Preferred Stock, which were cancelled. The Company has filed a Certificate of Withdrawal of Certificate of Designation for the preferred stock with the Nevada Secretary of State. As required by the Investment Agreement, two designees of JPF, Feakins and Peter Wolfson, were appointed as directors of the Company to replace incumbent directors Orville J. Hendrickson and Larry J. Ybarrondo, who resigned. See below. Agreement and Plan of Merger Merger Terms Conditions to Completion of Merger The California application for a Fairness Hearing is now pending. The Fairness Hearing and permitting application are significant and quite technical, and the determination of whether the Merger will meet the California fairness requirements will be subject to the discretion of the hearing officer. No assurance can be given as to whether or not the hearing will result in the denial of the application, an adjustment of the terms of the Merger, the issuance of a permit meeting the conditions of the Securities Act Section 3(a)(10) exemption, or other action. If California issues a permit availing the Company of the exemption under the Securities Act Section 3(a)(10) and the other conditions to closing the Merger are met, the Merger will be completed promptly thereafter. If California does not issue the permit or the other Merger conditions are not satisfied: (i) the Merger Agreement will terminate; (ii) the Company and OTE will remain as separate companies; and (iii) JPF will continue as the 55% controlling stockholder of the Company as it seeks to advance commercialization of its technologies or pursue other opportunities. Completion of the Merger is also conditioned on the continuing accuracy of the representations and warranties of the respective parties to the Merger Agreement, the satisfaction of certain conditions, and other covenants, many of which may be waived by either party. Reverse Split to Facilitate Merger . As a result of the Reverse Split, each record holder of less than 4.6972 shares of the Companys common stock immediately before the Reverse Split (the Minority Stockholders) will receive, from the Company, cash in the amount of $0.03 per share of the Companys common stock, without interest (which amount includes a 20% premium over the fair market value of $0.025 per share as of March 3, 2015, as determined by the Companys board of directors), for each share of the Companys common stock held immediately before the Reverse Split, and the Minority Stockholders will no longer be stockholders of the Company. Each record holder of 4.6972 or more shares of the Companys common stock immediately before the Reverse Split will own approximately one-fifth of the number of shares of the Companys common stock held by such stockholder immediately before the Reverse Split. Post-Merger Business of OTE and the Company OTE is interested in the commercial potential of proprietary technologies being developed by the Company as opportunities for future business diversification. Further, OTE recognizes that the Companys status as a company that is subject to the periodic reporting requirements pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), may enhance its access to the capital markets to fund future projects. After the Merger, the combined enterprise intends to continue opportunistically to develop the lines of business of both the Company and OTE as commercial opportunities are identified for one, the other, or both, after considering funding availability, potential financial returns, and related risks. Ownership of the Company Following the Merger and Reverse Split If the Merger is completed, the JPF Stock purchased pursuant to the Investment Agreement will be cancelled and returned to the Company, and the former OTE stockholders will own 95% of the Companys outstanding common stock (after giving effect to the exercise of OTE warrants and the conversion of OTE notes). The pre-Merger company shareholders will have a 5% interest in the post-Merger company, and the officers and directors of OTE will be the officers and directors of the post-Merger company. Change in Directors and Management Change of Office Location 2015 Convertible Note Payable to Related-Party On June 23, 2015, the Company borrowed $50,000 from its principal stockholder, JPF Venture Group, Inc., pursuant to a promissory note. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of the Companys common stock at their fair market value at the time of conversion. JPF is an investment entity that is majority-owned by Jeremy P. Feakins, a director, chief executive officer, and chief financial officer of the Company. |
2. Organization and Summary o16
2. Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2013 | |
Organization And Summary Of Significant Accounting Policies Policies | |
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. Intercompany accounts and transactions have been eliminated in consolidation. |
Business Segments | The Company had only one business segment for the three and six months ended June 30, 2013 and 2012. |
Use of Estimates | In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of 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. |
Revenue Recognition | Revenue from software licenses, 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 before 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 is recognized as the services are provided, which is 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 had three customers that represented more than 10% of sales for the three- and six-month periods ended June 30, 2013, and the Company had three customers that represented more than 10% of sales for either the three- or six-month period ended June 30, 2012, as follows: Three Months Ended June 30, 2013 Six Months Ended June 30, 2013 Three Months Ended June 30, 2012 Six Months Ended June 30, 2012 Customer A 33% 27% 37% 40% Customer B 28% 44% -- -- Customer C 22% 12% -- -- Customer D -- -- 27% 19% Customer E -- -- 19% 13% |
Going Concern | The accompanying unaudited condensed consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $48,874 and $108,344 for the three and six months ended June 30, 2013, respectively. Operating activities provided $643 of cash for the six months ended June 30, 2013. The Company had a working capital deficiency of $1,027,612 and a stockholders deficit of $1,344,674 as of June 30, 2013. These factors raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to increase sales and 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 accounts for income taxes under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740-10-25, Income Taxes |
Fair Value of Financial Instruments | ASC 820, Fair Value Measurements and Disclosures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist of accounts receivable, prepaid expenses, accounts payable, accrued liabilities, customer deposits, notes payable, and related-party convertible notes payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures Financial 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 are computed based upon the weighted-average stock outstanding as defined by FASB ASC 260, Earnings Per Share |
Stock-Based Compensation | On June 17, 2009, at the Companys annual shareholders meeting, the Companys 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 the 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 who, in the opinion of the board or the committee, have contributed or are expected to contribute materially to the Companys success. In addition, at the discretion of the board of directors or the committee, options or bonus stock may be granted to individuals who are not employees, officers, or directors, but contribute to the Companys success. Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC 505, Share-Based Payment Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, Effective January 1, 2006, the Company adopted the provisions of FASB ASC 505 for its stock-based compensation plan. Under FASB ASC 505, 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 period, which is typically through the date the options or awards vest. The Company adopted FASB ASC 505 using the modified prospective method. Under this method, for all stock-based options and awards granted before 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 FASB ASC 505 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. |
Reclassifications | Certain amounts in the 2012 information have been reclassified to conform to the 2013 presentation. These reclassifications had no impact on the Companys net loss or cash flows. |
2. Organization and Summary o17
2. Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2013 | |
Notes To Financial Statements | |
Summary of major customers | Three Months Ended June 30, 2013 Six Months Ended June 30, 2013 Three Months Ended June 30, 2012 Six Months Ended June 30, 2012 Customer A 33% 27% 37% 40% Customer B 28% 44% -- -- Customer C 22% 12% -- -- Customer D -- -- 27% 19% Customer E -- -- 19% 13% |
2. Organization and Summary o18
2. Organization and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Customer A | ||||
Percentage of sale from major customer | 33.00% | 37.00% | 27.00% | 40.00% |
Customer B | ||||
Percentage of sale from major customer | 28.00% | 0.00% | 44.00% | 0.00% |
Customer C | ||||
Percentage of sale from major customer | 22.00% | 0.00% | 12.00% | 0.00% |
Customer D | ||||
Percentage of sale from major customer | 0.00% | 27.00% | 0.00% | 19.00% |
Customer E | ||||
Percentage of sale from major customer | 0.00% | 19.00% | 0.00% | 13.00% |
2. Organization and Summary o19
2. Organization and Summary of Significant Accounting Policies (Narrative Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2012 | |
Notes To Financial Statements | |||||
Net Loss | $ (48,874) | $ (41,214) | $ (108,344) | $ (111,812) | |
Net Cash Provided by (Used in) Operating Activities | 645 | $ (49,648) | |||
Working Capital | (1,027,612) | (1,027,612) | |||
Stockholders' Equity Attributable to Parent | $ (1,344,674) | $ (1,344,674) | $ (1,306,343) |
4. Investments (Narrative Detai
4. Investments (Narrative Details) - USD ($) | Jun. 30, 2013 | Jun. 30, 2012 |
Notes To Financial Statements | ||
Investment Value | $ 0 | $ 0 |
5. Accounts Payable and Accru21
5. Accounts Payable and Accrued Liabilities (Narrative Details) - USD ($) | Jun. 30, 2013 | Dec. 31, 2012 |
Notes To Financial Statements | ||
Accounts payable, net | $ 425,006 | $ 405,259 |
Revolving Credit Arrangements | 365,222 | |
Accrued liabilities | $ 302,009 | $ 293,744 |
6. Convertible Notes Payable 22
6. Convertible Notes Payable to Related Party (Narrative Details) - USD ($) | Jun. 30, 2013 | Dec. 31, 2012 |
Notes To Financial Statements | ||
Convertible notes payable to related party | $ 170,246 | $ 170,500 |