Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 26, 2016 | |
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 | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 60,404,140 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 148 | $ 4,667 |
Prepaid expenses | 0 | 2,478 |
Total Current Assets | 148 | 7,145 |
Total Assets | 148 | 7,145 |
Current Liabilities | ||
Accounts payable | 453,078 | 473,732 |
Accrued liabilities | 357,025 | 321,827 |
Notes payable | 299,612 | 299,612 |
Convertible note payable to related party, net of debt discount | 579,380 | 467,628 |
Total Current Liabilities | 1,689,095 | 1,562,799 |
Long-Term Liabilities | ||
Total Liabilities | 1,689,095 | 1,562,799 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock - $0.001 par value Authorized: 5,000,000 shares, issued and outstanding: 0 shares and 0 shares, respectively | 0 | 0 |
Common stock - $0.001 par value authorized: 100,000,000 shares, issued and outstanding: 60,404,140 shares and 53,404,140 shares, respectively | 60,404 | 53,404 |
Additional paid-in capital | 3,371,324 | 3,164,991 |
Accumulated deficit | (5,120,675) | (4,774,049) |
Total Stockholders' Deficit | (1,688,947) | (1,555,654) |
Total Liabilities and Stockholders' Deficit | $ 148 | $ 7,145 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
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) | 60,404,140 | 53,404,140 |
Common Stock, Shares Outstanding (in shares) | 60,404,140 | 53,404,140 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 1 | $ 2,073 | $ 50 | $ 3,763 |
Cost of Revenue | 0 | 40 | 0 | 40 |
Gross Profit | 1 | 2,033 | 50 | 3,723 |
Operating Expenses | ||||
General and administrative | 231,128 | 17,435 | 252,295 | 26,330 |
Professional fees | 21,998 | 33,300 | 47,074 | 68,810 |
Total Operating Expenses | 253,126 | 50,735 | 299,369 | 95,140 |
Net Loss from Operations | (253,125) | (48,702) | (299,319) | (91,417) |
Other Expenses | ||||
Interest Expense | (15,810) | (10,884) | (47,307) | (22,682) |
Total Other Expenses | (15,810) | (10,884) | (47,307) | (22,682) |
Net Loss from Operations before Provision for Income Taxes | (268,935) | (59,586) | (346,626) | (114,099) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (268,935) | $ (59,586) | $ (346,626) | $ (114,099) |
Total Basic and Diluted Loss Per Common Share | $ 0 | $ 0 | $ (.01) | $ 0 |
Basic and Diluted Weighted-Average Common Shares Outstanding | 59,942,602 | 53,404,140 | 56,673,371 | 41,882,418 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net Loss | $ (346,626) | $ (114,099) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of note discount | 17,585 | 0 |
Stock compensation | 210,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 2,478 | 0 |
Accounts payable | (20,654) | 13,924 |
Accrued liabilities | 35,198 | 9,859 |
Customer deposits | 0 | (3,445) |
Net Cash Used in Operating Activities | (102,019) | (93,761) |
Cash Flows from Financing Activities | ||
Proceeds from related-party debt | 97,500 | 0 |
Proceeds from sale of common stock | 0 | 100,000 |
Net Cash Provided by Financing Activities | 97,500 | 100,000 |
Net Increase (Decrease) in Cash | (4,519) | 6,239 |
Cash at Beginning of Period | 4,667 | 178 |
Cash at End of Period | 148 | 6,417 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest expense and lines of credit | 8,156 | 3,789 |
Noncash Transactions: | ||
Convertible note payable issued in exchange for existing convertible notes payable | 0 | 394,380 |
Cancellation of preferred stock | 0 | 1,200 |
Beneficial conversion feature on a convertible note payable | $ 3,333 | $ 0 |
1. Nature of Business and Basis
1. Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Nature Of Business And Basis Of Presentation | |
Nature of Business and Basis of Presentation | Nature of 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 any 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, 2015, 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, 2016 | |
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 one customer that represented 100% of its sales for the three- and six-month periods ended June 30, 2016, and 2015. 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 note payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures Financial Instruments Property and Equipment Net Loss per Common Share Earnings Per Share |
3. Recent Accounting Pronouncem
3. Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2016 | |
Recent Accounting Pronouncements | |
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 August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable. |
4. Accounts Payable and Accrued
4. Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Notes To Financial Statements | |
Accounts Payable and Accrued Liabilities | As of June 30, 2016, the Company had $453,078 in accounts payable, $261,609 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 former 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 27.24%. The Company agreed to reimburse these officers for these liabilities. As of June 30, 2016, the Company had $357,025 in accrued liabilities. The accrued liabilities included $213,436 in unpaid salaries to two of its former officers, which were assigned by the officers to JPF Venture Group, Inc. (JPF), pursuant to an Investment Agreement dated March 12, 2015. |
5. Convertible Notes Payable an
5. Convertible Notes Payable and Advances Owed to Related Parties and Office Rental | 6 Months Ended |
Jun. 30, 2016 | |
Notes To Financial Statements | |
Convertible Notes Payable and Advances Owed to Related Parties and Office Rental | On March 19, 2015, the Company exchanged convertible notes issued in 2010, 2011, and 2012, payable to its officers and directors in the aggregate principal amount of $320,246, plus accrued but unpaid interest of $74,134, into a single, $394,380 consolidated convertible note. The consolidated convertible note was assigned to JPF Venture Group, Inc. (JPF), the Companys principal stockholder and an investment entity that is majority-owned by Jeremy Feakins, the Companys director, chief executive officer, and chief financial officer. The new consolidated note is convertible to common stock at $0.025 per share, the approximate market price of the Companys common stock as of the date of issuance. The note bears interest at 6% per annum and is due and payable within 90 days after demand. As of June 30, 2016, accrued but unpaid interest on this note was $35,569. On June 23, 2015, the Company borrowed $50,000 from its principal stockholder, JPF, pursuant to a promissory note. The Company received $25,000 on July 31, 2015, and the remaining $25,000 on August 18, 2015. 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) the 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 the rate of one share each for $0.03 of principal amount of the note. As of June 30, 2016, the outstanding balance was $50,000, plus accrued interest of $2,717. The Company recorded a debt discount of $50,000 for the fair value of the beneficial conversion feature. As of June 30, 2016, the Company amortized $50,000 of the debt discount. On November 23, 2015, the Company borrowed $50,000 from its principal stockholder, JPF, pursuant to a promissory note. The Company received $37,500 before December 31, 2015, and the remaining $12,500 was received after the year-end. 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) the 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 the rate of one share each for $0.03 of principal amount of the note. As of June 30, 2016, the outstanding balance was $50,000, plus accrued interest of $1,700. The Company recorded a debt discount of $28,000 for the fair value of the beneficial conversion feature. As of June 30, 2016, the Company amortized $28,000 of the debt discount on that debt. On February 25, 2016, the Company borrowed $50,000 from its principal stockholder JPF 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) the payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. As of June 30, 2016, the outstanding balance was $50,000, plus accrued interest of $1,400. No beneficial conversion feature existed as the stock price on the date of issuance was equal to the conversion price. On May 20, 2016, the Company issued a promissory note in the amount of $50,000 to its principal stockholder, JPF. 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) the payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. As of June 30, 2016, the outstanding balance was $47,500, plus accrued interest of $980. No beneficial conversion feature existed as the stock price on the date of issuance was equal to the conversion price. As of June 30, 2016, the Company had $579,380 in convertible notes payable due to related parties, with $37,337 in accrued interest. On March 1, 2015, the Company entered into a lease agreement with a company whose managing partner is the Companys Chief Executive Officer, and rents space on a month-to-month basis with no long-term commitment. The monthly rent is $2,500 per month and commenced on April 1, 2015, when the Company began occupying the space. Rent expense per this agreement is $7,500 and $15,000 for the three and six months ended June 30, 2016, respectively. |
6. Notes Payable in Default
6. Notes Payable in Default | 6 Months Ended |
Jun. 30, 2016 | |
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 $14,411 through June 30, 2016. The Company plans to work with the entity to arrange for an extension on the loan. As of June 30, 2016, the Company was delinquent in payments on two loans to a second economic development entity. The Company owed this economic entity $73,470 in late payments, with an outstanding balance of $163,791 and accrued interest of $30,896 as of June 30, 2016. Both loans were 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, 2016, the Company was delinquent in payments on a loan to a third economic development entity. The Company owed the third economic entity $82,070 in late payments, with an outstanding balance of $85,821 and accrued interest of $24,204 as of June 30, 2016. 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. |
7. Stockholders' Deficit
7. Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders Deficit | |
Stockholders' Deficit | 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 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 ASC 505 for its stock-based compensation plan. Under 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 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 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. |
2. Organization and Summary o13
2. Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 | |
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 one customer that represented 100% of its sales for the three- and six-month periods ended June 30, 2016, and 2015. |
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 $346,626 and used $102,019 of cash in operating activities for the six months ended June 30, 2016. The Company had a working capital deficiency of $1,688,947 and a stockholders deficit of $1,688,947 as of June 30, 2016. 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 note 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 ASC 260, Earnings Per Share |
2. Organization and Summary o14
2. Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Notes To Financial Statements | |||||
Net Loss | $ (268,935) | $ (59,586) | $ (346,626) | $ (114,099) | |
Net Cash Provided by (Used in) Operating Activities | (102,019) | $ (93,761) | |||
Working Capital | (1,688,947) | (1,688,947) | |||
Stockholders' Equity Attributable to Parent | $ (1,688,947) | $ (1,688,947) | $ (1,555,654) | ||
Antidilutive shares excluded from calculation of earnings per share | 22,728,724 | 15,954,938 |
4. Accounts Payable and Accru15
4. Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Notes To Financial Statements | ||
Accounts payable, net | $ 453,078 | $ 473,732 |
Revolving Credit Arrangements | 261,609 | |
Accrued liabilities | 357,025 | $ 321,827 |
Unpaid salaries | $ 213,436 |
5. Convertible Notes Payable 16
5. Convertible Notes Payable and Advances Owed to Related Parties and Office Rental (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Notes To Financial Statements | ||
Convertible notes payable to related party | $ 579,380 | $ 467,628 |
Related Party Note Payables Accrued Interest | $ 37,337 |