10QSB 1 q093006.txt 10-QSB ENDED SEPTEMBER 30, 2006 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 September 30, 2006 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 (I.R.S. Employer of incorporation or organization) 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 [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). NO [X] YES [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 9, 2006, issuer had 20,009,350 outstanding shares of common stock, par value $0.001. Transitional Small Business Disclosure Format (check one): YES [ ] 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 Stockholders' Equity (Unaudited).........................................5 Condensed Consolidated Statements of Cash Flows (Unaudited)................................................6 Notes to Condensed Consolidated Financial Statements (Unaudited)................................................7 Item 2. Management's Discussion and Analysis or Plan of Operation...13 Item 3. Controls and Procedures.....................................17 PART II - OTHER INFORMATION Item 1. Legal Proceedings...........................................18 Item 6. Exhibits....................................................18 Signature............................................................18 2

PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TETRIDYN SOLUTIONS INC. AND SUBSIDIARY (A Development Stage Company) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, December 31, 2006 2005 ----------------------------------------------------------------------------------------------------------------------------- Assets Current Assets Cash $ 71,399 $ 108,311 Accounts receivable, less allowance for doubtful accounts of $0 and $8,500 - 2,219 Inventory 263 263 ----------------------------------------------------------------------------------------------------------------------------- Total Current Assets 71,662 110,793 ----------------------------------------------------------------------------------------------------------------------------- Property and Equipment 185,589 179,000 Less: Accumulated depreciation (153,917) (126,493) ----------------------------------------------------------------------------------------------------------------------------- Net Property and Equipment 31,672 52,507 ----------------------------------------------------------------------------------------------------------------------------- Total Assets $ 103,334 $ 163,300 ============================================================================================================================= Liabilities and Stockholders' Equity Current Liabilities Trade accounts payable $ 187,916 $ 94,325 Accounts payable to related parties 5,947 5,947 Accrued liabilities 62,685 72,411 Deferred revenue 17,601 15,677 Notes payable, current portion 272,986 590,359 Notes payable to related parties, current portion - 93,001 Capital lease obligations, current portion - 17,636 ----------------------------------------------------------------------------------------------------------------------------- Total Current Liabilities 547,135 889,356 ----------------------------------------------------------------------------------------------------------------------------- Long-Term Liabilities Notes payable, net of current portion 289,112 246,886 Notes payable to related parties, net of current portion 77,751 - Series A non-voting redeemable preferred stock - no par value; no shares and 250,000 shares authorized, respectively; no shares and 219,512 outstanding, respectively - 696,110 ----------------------------------------------------------------------------------------------------------------------------- Total Long-Term Liabilities 366,863 942,996 ----------------------------------------------------------------------------------------------------------------------------- Stockholders' Equity Preferred stock - $0.001 par value; 5,000,000 shares authorized; no shares outstanding - - Series B convertible preferred stock - no par value; no shares and 5,000,000 shares authorized, respestively; no shares and 291,020 shares outstanding - 291,350 Common stock - $0.001 par value; 100,000,000 shares authorized; 20,009,350 shares and 115,152,903 shares outstanding, respectively 20,009 15,153 Additional paid-in capital 1,764,430 275,971 Deficit accumulated during the development stage (2,595,103) (2,251,526) ----------------------------------------------------------------------------------------------------------------------------- Total Stockholders' Equity (810,664) (1,669,052) ----------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $ 103,334 $ 163,300 ============================================================================================================================= See the accompanying notes to condensed consolidated financial statements. 3

TETRIDYN SOLUTIONS INC. AND SUBSIDIARY (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Period from For the Three Months Ended For the Nine Months Ended October 3, 2000 September 30, September 30, (Date of Inception) -------------------------------- ------------------------------- through 2006 2005 2006 2005 September 30, 2006 ----------------------------------------------------------------------------------------------------------------------------- Revenue $ 269,503 $ 12,147 $ 541,324 $ 171,824 $ 1,367,382 Cost of Revenue 88,011 4,871 195,020 59,235 519,356 ----------------------------------------------------------------------------------------------------------------------------- Gross Profit 181,492 7,276 346,304 112,589 848,026 ----------------------------------------------------------------------------------------------------------------------------- Operating Expenses General and administrative 130,560 116,993 351,424 220,080 2,474,294 Selling and marketing 77,265 49,900 198,301 91,423 314,763 Research and development 31,182 80,098 120,660 183,256 398,195 ----------------------------------------------------------------------------------------------------------------------------- Total Operating Expenses 239,007 246,991 670,385 494,759 3,187,252 ----------------------------------------------------------------------------------------------------------------------------- Interest Expense 15,397 26,504 56,996 82,048 320,877 ----------------------------------------------------------------------------------------------------------------------------- Employment Grant Income - - 37,500 - 65,000 ----------------------------------------------------------------------------------------------------------------------------- Net Loss $ (72,912) $ (266,219) $ (343,527) $ (464,218) $ (2,595,103) ============================================================================================================================= Basic and Diluted Loss Per Common Share $ (0.00) $ (0.02) $ (0.02) $ (0.04) ====================================================================================================== Basic and Diluted Weighted- Average Common Shares Outstanding 20,009,350 11,798,590 18,710,649 10,931,262 ====================================================================================================== See the accompanying notes to condensed consolidated financial statements. 4

TETRIDYN SOLUTIONS INC. AND SUBSIDIARY (A Development Stage Company) CONDENSED CONSOLDIATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) For the Period from October 3, 2000 (Date of Inception) through December 31, 2004, for the Year Ended December 31, 2005 and for the Nine Months Ended September 30, 2006 Deficit Series B Accumulated Preferred Stock Common Stock Additional During the Total -------------------- --------------------- Paid In Development Stockholders' Shares Amount Shares Amount Capital Stage Equity ----------------------------------------------------------------------------------------------------------------------------------- Balance, October 3, 2000 (Date of Inception) - $ - - $ - $ - $ - $ - Issuance for cash, July 2002, $0.004 per share - - 2,073,591 2,074 1,926 - 4,000 Issuance for intellectua l property, October 2002, $0.00 per share - - 82,944 83 (83) - - Issuance for cash, July 2004, $0.015 per share - - 8,211,422 8,211 51,189 - 59,400 Issuance for cash, Augus t through December 2004, $1.00 per share 85,000 85,000 - - - - 85,000 Net loss for the period from inception - - - - - (1,617,435) (1,617,435) ----------------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 20 04 85,000 85,000 10,367,957 10,368 53,032 (1,617,435) (1,469,035) Issuance to employees an d advisors for services, $0.10 per share, May th rough November 2005 - - 2,711,355 2,711 126,345 - 129,056 Issuance for cash at $1. 00 per share, and 3,250 shares and $2,250 cash issued to placement agent, June through Dec ember 2005 189,750 184,250 - - - - 184,250 Issuance to a director f or services, $1.00 per share, August 2005 2,000 2,000 - - - - 2,000 Issuance for marketing a nd consulting services, $0.88 per share, August through November 2005 5,765 5,100 - - - - 5,100 Issuance for conversion of notes payable to related parties, August 2005, $0.10 per share - - 2,073,591 2,074 96,594 - 98,668 Issuance for conversion of note payable, December 2005, $1.00 per share 15,000 15,000 - - - - 15,000 Net loss - - - - - (634,091) (634,091) ----------------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 20 05 297,515 291,350 15,152,903 15,153 275,971 (2,251,526) (1,669,052) Issuance for conversion of note payable and related accrued interes t, March 2006, $1.01 per share, 250,000 252,356 - - - - 252,356 Issuance for cash, March 2006, $1.00 per share 161,500 161,500 - - - - 161,500 Issuance for legal servi ces, March 2006, $0.67 per share 495 330 - - - - 330 Conversion of Series B p referred stock into common stock, March 2006, $0.4 8 per share (709,510) (705,536) 1,471,234 1,471 704,065 - - Issuance to employees fo r services, January 2006, $0.48 per share - - 91,248 91 43,914 - 44,005 Conversion of Series A r edeemable preferred stock, March 2006, $1.56 per s hare - - 455,178 455 707,819 - 708,274 Issuance for services to a consultant, March 2006, $0.05 per share - - 829,437 830 39,170 - 40,000 Issuance in acquisition of Creative Vending Corp., March 2006, $(0.00) per share - - 2,009,350 2,009 (6,509) - (4,500) Net loss - - - - - (343,577) (343,577) ----------------------------------------------------------------------------------------------------------------------------------- Balance, September 30, 2006 - $ - 20,009,350 $20,009 $1,764,430 $(2,595,103) $ (810,664) =================================================================================================================================== See the accompanying notes to condensed consolidated financial statements. 5

TETRIDYN SOLUTIONS INC. AND SUBSIDIARY (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, -------------------------------------------- 2006 2005 ------------------------------------------------------------------------------------------------------------------------------ Cash Flows from Operating Activities Net Loss $ (343,577) $ (464,218) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 27,424 26,850 Interest expense from accretion of Series A preferred stock 12,164 45,000 Series B preferred stock issued for services 330 9,020 Common stock issued for services 83,345 109,058 Changes in operating assets and liabilities: Accounts receivable 2,219 3,743 Inventory - 5,975 Accounts payable and accrued liabilities 81,720 3,883 Deferred revenue 1,924 - Other - 1,500 ------------------------------------------------------------------------------------------------------------------------------ Net Cash Used in Operating Activities (134,451) (259,189) ------------------------------------------------------------------------------------------------------------------------------ Cash Flows from Investing Activities Purchase of property and equipment (6,588) (300) ------------------------------------------------------------------------------------------------------------------------------ Net Cash Used in Investing Activities (6,588) (300) ------------------------------------------------------------------------------------------------------------------------------ Cash Flows from Financing Activities Change in bank overdraft - (16,626) Proceeds from borrowing under notes payable - 295,000 Principal payments on notes payable (25,148) (26,876) Proceeds from notes payable to related parties - 55,462 Principal payments on notes payable to related parties (15,250) - Principal payments on capital lease obligations (17,635) (16,961) Proceeds from issuance of common stock 660 19,544 Proceeds from issuance of Series A redeemable preferred stock - - Proceeds from issuance of Series B preferred stock 161,500 155,000 ------------------------------------------------------------------------------------------------------------------------------ Net Cash Provided by Financing Activities 104,127 464,543 ------------------------------------------------------------------------------------------------------------------------------ Net Increase in Cash (36,912) 205,054 Cash at Beginning of Period 108,311 - ------------------------------------------------------------------------------------------------------------------------------ Cash at End of Period $ 71,399 $ 205,054 ============================================================================================================================== Schedule of Noncash Investing and Financing Activities: Common stock issued for conversion of note payable to related party $ - $ 98,668 Conversion of note payable into Series B preferred stock 252,356 - Conversion of Series B preferred stock into common stock 705,536 - Conversion of Series A redeemable preferred stock into common stock 708,274 - Common stock issued in exchange for liabilities of Creative Vending Corp. 4,500 - ============================================================================================================================== See the accompanying notes to condensed consolidated financial statements. 6

TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Unaudited) Note 1 - Organization and Summary of Significant Accounting Policies Nature of Business - TetriDyn Solutions, Inc. ("TetriDyn") and its wholly-owned subsidiary are a development stage company that develops and markets wireless technology and proprietary software, provides software consulting services, and resells third-party software focused in the healthcare industry. Organization - TetriDyn Solutions, Inc. ("TetriDyn-Idaho") was organized under the laws of the State of Idaho on October 3, 2000. On March 22, 2006, TetriDyn-Idaho and its shareholders completed a stock exchange agreement with Creative Vending Corp., a Florida corporation (Creative). Under the terms of the agreement, the TetriDyn-Idaho shareholders exchanged all of the outstanding TetriDyn-Idaho common stock for 17,170,563 shares of Creative common stock. Creative also issued 829,437 shares to a finder for services primarily rendered to TetriDyn-Idaho under a July 2005 agreement. Creative had 2,009,350 shares of common stock outstanding prior to the reorganization that remained outstanding after the transaction. The members of the board of directors of TetriDyn-Idaho and its management became the board of directors and management of Creative. Due to the TetriDyn-Idaho shareholders controlling TetriDyn-Idaho before and after the completion of the agreement, TetriDyn-Idaho was considered the accounting acquirer. The transaction was therefore recognized as a 1-to-2.07 stock split of the common stock of TetriDyn-Idaho and the reverse acquisition of Creative by TetriDyn-Idaho. Creative did not meet the definition of a business under Emerging Issues Task Force Issue 98-3, Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business; accordingly, the acquisition of Creative was recognized as a nonmonetary exchange whereby the 2,009,350 shares of common stock constructively issued to the Creative shareholders were recorded at $4,500, which was the value of the liabilities assumed. The accompanying condensed consolidated financial statements are those of TetriDyn-Idaho for all periods prior to the reorganization and have been restated for the effects of the stock split for all periods presented. On June 1, 2006, Creative changed its domicile to the State of Nevada through a merger with and into a newly-formed subsidiary, TetriDyn Solutions, Inc., a Nevada corporation ("TetriDyn"). The reorganization of Creative into TetriDyn was accomplished by a 1-for-1 share exchange by the shareholders. Under Nevada law, TetriDyn's authorized capital consists of 5,000,000 shares of preferred stock, $0.001 par value, and 100,000,000 shares of common stock, $0.001 par value. The accompanying condensed consolidated financial statements have been restated for all periods presented for the effects of the change in the par value of the common stock from no-par to $0.001 per share. Condensed Consolidated Financial Statements - The accompanying consolidated financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These condensed consolidated financial statements should be read in conjunction with TetriDyn's annual financial statements included in the Company's Current Report on Form 8-K dated March 22, 2006. In particular, the Company's organization, nature of operations, and significant accounting principles were presented in Note 1 to the financial statements included in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2006, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2006. 7 TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Unaudited) Principles of Consolidation - The accompanying condensed consolidated financial statements include the accounts and transactions of TetriDyn-Idaho on a reorganized basis as discussed above and include the accounts and transactions of Creative, now TetriDyn, from the date of its acquisition on March 22, 2006. Intercompany accounts and transactions have been eliminated in consolidation. TetriDyn and its wholly-owned subsidiary, TetriDyn-Idaho, are referred to herein as "the Company." Business Condition - During the year ended December 31, 2005, the nine months ended September 30, 2006, and the three months ended September 30, 2006, the Company suffered losses of $634,091, $343,577, and $72,912, respectively. During the year ended December 31, 2005, and the nine months ended September 30, 2006, the Company used $300,739 and $134,451 of cash in its operating activities, respectively. At September 30, 2006, the Company had a working capital deficit of $475,473 and a capital deficit of $810,664. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management is attempting to obtain debt and equity financing for use in the Company's operations. In addition, management is trying to expand the Company's sales and obtain profitable operations. Realization of profitable operations or proceeds from the financing is not assured. 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. Stock-Based Compensation - On July 19, 2004, the Company adopted the 2004 Stock Option Plan for employees, officers, directors, and consultants of the Company. Through December 31, 2005, the Company had granted 2,711,355 stock options under the plan that had been exercised and had granted 91,248 stock options that were outstanding at December 31, 2005, and that were exercised during January 2006. As a result of the reorganization of TetriDyn-Idaho into Creative on March 22, 2006, the 2004 Stock Option Plan was terminated. On May 15, 2006, at a special shareholders meeting, the Company's shareholders approved the 2006 Long-Term Incentive Plan under which up to 4,000,000 shares of common stock may be issued. The 2006 plan is to be administered either by the board of directors or by the appropriate committee to be appointed from time to time by such board of directors. Awards granted under the 2006 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 Company's success. In addition, at the discretion of the board of directors or the committee, options or bonus stock may be granted to individuals who are not employees, officers or directors, but contribute to the Company's success. Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards, or SFAS, No. 123R, Share-Based Payment ("SFAS 123R"), for its stock-based compensation plan. The Company previously accounted for stock options granted under the 2004 plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), and related interpretations and disclosure requirements established by SFAS No. 123, Accounting for Stock-based Compensation ("SFAS 123") as amended by SFAS No. 148, Accounting for Stock Based Compensation--Transition and Disclosure. 8 TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Unaudited) Under SFAS 123R, all employee stock-based compensation is measured at the grant date, based on the fair value of the option or award, and is recognized as an expense over the requisite service, which is typically through the date the options or awards vest. The Company adopted SFAS 123R using the modified prospective method. Under this method, for all stock-based options and awards granted prior to January 1, 2006, that remain outstanding as of that date, compensation cost is recognized for the unvested portion over the remaining requisite service period, using the grant-date fair value measured under the original provisions of SFAS 123 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. As the result of adoption of SFAS 123R, the Company recognized $44,005 of compensation during January 2006 relating to stock options previously granted and that were outstanding at December 31, 2005. The Company did not issue any stock options or awards under the 2006 plan through September 30, 2006. Stock options granted during the nine months ended September 30, 2005, were exercised at the date of grant, which resulted in the stock options having no fair value at the date of grant in excess of the intrinsic value recognized in the September 30, 2005, financial statements. Accordingly, had the Company recognized compensation under SFAS 123 during the three and nine months ended September 30, 2005, the pro forma effect on net loss and basic and diluted loss per share would not have been materially different from those amounts presented in the accompanying September 30, 2005, financial statements. 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. At September 30, 2005, the Company had outstanding 219,512 shares of Series A convertible, redeemable preferred stock and 249,020 shares of Series B convertible preferred stock that were excluded from the calculation of diluted loss per common share as their effects would have been antidilutive. There were no potential common share equivalents outstanding at September 30, 2006. Reclassifications - Certain amounts in the 2005 information have been reclassified to conform to the 2006 presentation. These reclassifications had no impact on the Company's net loss or cash flows. Note 2 - Note Payable to Related Party 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 September 30, 2006, and December 31, 2005, were $77,751 and $93,001, 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. 9 TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Unaudited) Note 3 - Notes Payable and Revolving Credit Agreements During 2003, the Company entered into revolving line of credit agreements with a bank providing for short-term borrowing. At December 31, 2003, the available lines of credit totalled $200,000 under the terms of notes that matured during April and June 2004. The notes bore interest at the bank's prime rate plus 2% per annum and were payable monthly. At December 2003, the Company had borrowed $200,000 under the terms of the credit agreements. During 2004, the Company entered into a non-revolving line of credit agreement with a bank for up to $50,000 and a revolving credit agreement for up to $50,000. The new notes payable were due during 2005 and bore interest at the bank's prime rate plus 3% per annum with payments due monthly. During 2005, the Company and the bank restructured $50,000 of the revolving credit line into a fixed term loan and entered into other borrowing arrangements. At December 31, 2005, the Company had borrowed an aggregate $265,692 under the terms of these new bank credit agreements. To finance operations, the Company used credit cards held in the name of the Company, and guaranteed by a shareholder and officer of the Company, to finance operations. Aggregate amounts payable under the revolving credit card agreements total $101,706 at September 30, 2006, with required monthly payments of $2,486 as of September 30, 2006. Interest charged on the credit cards ranges from 6% to 17% per annum. A $30,000 note payable to an economic development entity was in default at September 30, 2006; however, the default was subsequently corrected and that the due date of the note was extended to December 2006. Notes payable are summarized as follows:

September 30, December 31, 2006 2005 ----------------------------------------------------------------------------------------------------------------------------------- Note payable to third party, due in monthly payments of $17,433 through October 2005, bearing interest at 10% per annum, secured by certain assets and shares of common stock, in default $ 125,000 $ 125,000 Note payable to third party, due in monthly payments of $1,167 through September 2008, bearing interest at 6.25% per annum, secured by assets 58,670 58,670 Note payable to bank, bearing interest at 10.75%, due June 2008, guaranteed by two shareholders, secured by the shareholders' personal property 196,773 - Note payable to bank, bearing interest at 6.25%, due May 2006, guaranteed by two shareholders, secured by the shareholders' personal property - 215,964 Line of credit agreements with a bank, interest at prime plus 3% 49,949 49,728 Note payable to economic development entity, non-interest bearing, due in December 2006, unsecured 30,000 30,000 Note payable to redevelopment agency, bearing interest at 8.0%, payable in monthly payments of $3,896 through December 2012, guaranteed by two shareholders, unsecured - 250,000 Revolving credit card loans payable, due on demand, interest at 6% to 17% per annum, unsecured, guaranteed by a shareholder 101,706 107,883 ---------------------------------------------------------------------------------------------------------------------------------- Total Notes Payable 562,098 837,245 Less: Current Portion 272,986 590,359 ---------------------------------------------------------------------------------------------------------------------------------- Long-Term Notes Payable 289,112 246,886 ==================================================================================================================================

10 TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Unaudited) Note 4 - Stockholders' Equity Through the reverse acquisition of Creative on March 22, 2006, the Company's common stock was reverse split on a 1-for-2.07 basis. The accompanying condensed consolidated financial statements and related notes have been restated on a retroactive basis for all periods presented for the effects of the stock split, including basic and diluted loss per common share and preferred stock conversion ratios. Series A Redeemable Preferred Stock - On September 25, 2002, the Company issued 219,512 shares of Series A redeemable preferred stock (the Series A preferred stock) for cash proceeds of $486,100, or $2.21 per share, which is net of $13,900 of offering costs. The Company had the right at any time to redeem all or any portion of the Series A preferred stock for the related pro rata portion of the total value of $500,000 plus an 8% annual simple rate of return. The holder of the Series A preferred stock was issued a put option with a redemption price to be the greater of the pro rata portion of (i) $500,000 increased at an 8% annual simple rate of return or (ii) the then fair value of the Series A preferred stock, determined by a qualified business appraiser, but not in excess of $500,000 increased at a 12% annual simple rate of return. In accordance with Statement of Financial Accounting Standard No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, the Series A preferred stock was a conditional obligation and was therefore classified as a liability. This liability was classified as long-term based upon the terms that redemption could occur. The future fair value of the Series A preferred stock at the dates the put option could have been exercised was not determinable at the date of issuance. The estimated fair value of the Series A preferred stock at the date of issuance and at the end of each reporting period has been determined based on a 12% annual simple rate of return. The increase in the fair value has been recognized as interest expense. The estimated amount that would have been paid to the holder of the Series A preferred stock if redemption had occurred on December 31, 2005, and March 22, 2006, was $696,110 and $708,274, respectively. The amount of interest expense recognized from the change in the fair value of the Series A preferred stock was $12,164 during 2006 through March 22, 2006. On March 22, 2006, the holder of the Series A redeemable preferred stock converted the 219,512 shares of Series A redeemable preferred stock into 455,178 shares of common stock at $1.56 per common share. Upon conversion, the redemption rights and the put option held by the holder of the Series A redeemable preferred stock expired. Series B Convertible Preferred Stock - During March 2006, a $250,000 note payable and $2,356 of related accrued interest were converted into 250,000 shares of Series B preferred stock at $1.01 per share. During March 2006, the Company issued 495 shares of Series B preferred stock in payment of $330 of legal services, or $0.67 per share. During February and March 2006, the Company issued 161,500 shares of Series B preferred stock for $161,500 of cash in a private placement offering at $1.00 per share. 11 TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Unaudited) Under its original terms, each share of Series B preferred stock was convertible at any time into one share of common stock, at a conversion price of $0.48 per share. On March 22, 2006, the holders of the Series B preferred stock converted all of the 709,510 outstanding shares of Series B preferred stock into 1,471,234 shares of common stock. The Series B preferred stock was carried at $705,536. The conversion into common stock was at $0.48 per share. No beneficial conversion option was recognized at the date of the conversion. Common Stock - On March 22, 2006, the Company issued 829,437 shares of common stock to a finder under a July 2005 agreement for services primarily rendered in connection with the acquisition of TetriDyn-Idaho. Management has determined that the value of the services rendered to TetriDyn-Idaho in connection with the acquisition of Creative was $40,000 based on the estimated fair value of the Company's common stock at July 2005 and has valued the issuance of the common shares at $40,000, or $0.05 per share. During January 2006, the Company issued 91,248 shares of common stock to employees upon exercise of stock options, recognized as stock issued for services. The common shares issued were valued at $44,005, or $0.48 per share. 12 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 provide software consulting services, develop wireless technology and products, and resell third-party software focused in the healthcare industry. Our business was founded as an Idaho corporation, TetriDyn Solutions, Inc. On March 22, 2006, we completed a share exchange with Creative Vending Corp., then inactive, that resulted in TetriDyn Solutions, Inc. becoming a wholly-owned subsidiary of the Florida corporation, the legal acquirer. For accounting purposes, the Idaho corporation was the accounting acquirer because its management and controlling shareholders continued to manage and control the consolidated enterprise following the exchange. In June 2006, we changed our corporate domicile from Florida to Nevada. The objectives of our software are to integrate technology and data and to increase professional or worker productivity through the use of customized data input screens and wireless technologies. We have developed and are offering on a limited basis our AeroMD electronic medical records, or EMR, software product. AeroMD EMR is a turnkey, healthcare industry software product that provides medical practitioners with the ability to create, store, and access mobile electronic medical records. AeroMD EMR provides (i) high efficiency encryption and rapid secure wireless transmission of data, (ii) customized medical specialization specific on-screen input forms, and (iii) integration of stored data with third-party technologies. In addition, we are in the process of developing new market opportunities in a variety of different market segments that take advantage of previous research and development efforts. We are also in the process of designing and developing our DBFusion software product, which is intended to provide integration of data from multiple locations and sources, as well as other products. 13 Accounting Policies Our unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require management 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. Management's estimates and assumptions may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates upon subsequent resolution of identified matters. 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 Aero MD 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. 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 in the month in which it is received. Description of Expenses General and administrative expenses consist primarily of professional fees, salaries, and related costs for accounting, administration, finance, human resources, information systems, and legal personnel. 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. 14 In accordance with Financial Accounting Standards Board 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 and Nine Months Ended September 30, 2006 and 2005 Revenues Our revenue was $269,503 and $541,324 for the three and nine months ended September 30, 2006, respectively, compared to $12,147 and $171,824 for the three and nine months ended September 30, 2005, respectively, representing an increase of $257,356, or 2,119%, and $369,500, or 215%, for the three- and nine-month periods, respectively. The increase in revenues was due to a consulting services contract with a regional hospital and increased AeroMD and third-party software sales during the quarters ended June 30, 2006, and September 30, 2006. Cost of Revenue Our cost of revenue was $88,011 and $195,020 for the three and nine months ended September 30, 2006, respectively, compared to $4,871 and $59,235 for the three and nine months ended September 30, 2005, respectively, representing an increase of $83,140, or 1,707%, and $135,785, or 229%, for the three- and nine-month periods, respectively. The gross margin percentage on revenue was 67% and 64% for the three and nine months ended September 30, 2006, respectively, and 60% and 66% for the three and nine months ended September 30, 2005, respectively. The increased cost of revenue was due to the initiation of a 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 2006. Although the net changes and percent changes with respect to our revenues and our cost of revenue for the three and nine months ended September 30, 2006 and 2005, are summarized above, the trends contained therein are limited and should not be viewed as a definitive indication of our future results. 15 Operating Expenses General and Administrative -- General and administrative expenses, including noncash compensation expense, were $130,560 and $351,424 for the three and nine months ended September 30, 2006, respectively, compared to $116,993 and $220,080 for the three and nine months ended September 30, 2005, respectively, representing an increase of $13,567, or 12%, and $131,344, or 60%, for the three- and nine-month periods, respectively. The increase in our general and administrative expenses from the three- and nine-month periods ended September 30, 2006, as compared to the three and nine months ended September 30, 2005, reflects legal, accounting, and administration 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 $77,265 and $198,301 for the three and nine months ended September 30, 2006, respectively, compared to $49,900 and $91,423 for the three and nine months ended September 30, 2005, respectively, representing an increase of $27,365, or 55%, and $106,878, or 117%, for the three- and nine-month periods, respectively. The increase in our selling and marketing expenses from the three and nine months ended September 30, 2006, as compared to the three and nine months ended September 30, 2005, reflects our increased focus on marketing, including increased sales staff, advertising, and customer contact. Research and Development Expenses -- Research and development expenses were $31,182 and $120,660 for the three and nine months ended September 30, 2006, respectively, compared to $80,098 and $183,256 for the three and nine months ended September 30, 2005, respectively, representing a decrease of $48,916, or 61%, and $62,596, or 34%, for the three- and nine-month periods, respectively. 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 $15,397 and $56,996 for the three and nine months ended September 30, 2006, respectively, as compared to $26,504 and $82,048 for the three and nine months ended September 30, 2005, respectively, a decrease of $11,107, or 42%, and $25,052, or 31%, for the three- and nine-month periods, respectively. 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. Liquidity and Capital Resources At September 30, 2006, our principal sources of liquidity consisted of $71,399 of cash, as compared to $108,311 of cash at December 31, 2005. In addition, our stockholders' deficit was $810,664 at September 30, 2006, compared to stockholders' deficit of $1,669,052 at December 31, 2005, a decrease in the deficit of $858,388. The reduction in the deficit reflects the conversion of pre-acquisition Series A redeemable preferred stock to common stock and the conversion of a $250,000 loan to common stock in connection with the reverse acquisition completed in March 2006. Our operations used net cash of $134,451 during the nine months ended September 30, 2006, as compared to $259,189 of net cash used during the nine months ended September 30, 2005. The $124,738 decrease in the net cash used by our operating activities primarily resulted from increased revenue causing our net loss to be substantially less during the nine months ended September 30, 2006, versus the nine months ended September 30, 2005. 16 Investing activities for the nine months ended September 30, 2006, used $6,588 of net cash, as compared to $300 of net cash used during the nine months ended September 30, 2005. The increase in net cash used related primarily to the purchase of additional computer equipment in support of the consulting services contract personnel engaged in 2006. Financing activities provided $104,127 during the nine months ended September 30, 2006, compared to providing net cash of $464,543 during the nine months ended September 30, 2005. The decrease of $360,416 of net cash provided in financing activities primarily resulted from two loans being obtained in the three months ended September 30, 2005. 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. If we are able to resolve this indebtedness in this manner, we currently have contracts in place for future deliveries that we believe will cover our minimum expenditures for operating costs and minimum installments due on our other indebtedness to non-affiliates, excluding costs for new product development and rollout and reduction of indebtedness over minimum installments due. However, in order for us to continue to grow, we will be required to increase our revenues further and to seek additional external capital. Our growth will be 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. 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 (the "Securities Exchange Act"), 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 September 30, 2006, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2006, 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. 17 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are, from time to time, a party to legal proceedings arising out of our business. We believe that there are no proceedings pending or threatened against us which, if determined adversely, would have a material adverse effect on our business, financial condition, and results of operations or liquidity. 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 Attached Principal Financial Officer Pursuant to Rule 13a-14 Item 32 Section 1350 Certifications -------------- ---------------------------------------------------- ----------- 32.01 Certification Pursuant to 18 U.S.C. Section 1350, Attached as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer) -------------- * 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: November 13, 2006 By /s/ David W. Hempstead ------------------------------- David W. Hempstead, President, Chief Executive Officer, and Chief Financial Officer 18