NOTICE IS HEREBY GIVEN that, on January
10, 2017, the holders of more than a majority of the outstanding common stock of TetriDyn Solutions, Inc., a Nevada corporation
(“TETRIDYN SOLUTIONS,” the “Company,” “we” or “us”), approved the following actions
without a meeting of stockholders in accordance with the Nevada Revised Statutes:
No action is required by you. Pursuant
to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least
twenty (20) days after the date the definitive Information Statement has been mailed to our stockholders. This Information Statement
is first mailed to you on or about February___, 2017. We anticipate that the actions contemplated herein will be effected on or
about the close of business on ________ ___, 2017.
The accompanying Information Statement
is being provided to you for informational purposes only to comply with requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and constitutes the notice of corporate action without a meeting by less than unanimous
consent of the Company’s stockholders required by the Company’s Bylaws. You are urged to read the Information Statement
carefully in its entirety. However, no action is required on your part in connection with the authorized share increase and/or
name change since no meeting of the Company’s stockholders will be held or proxies or consents solicited from the Company’s
stockholders in connection with these matters because the requisite approval of the authorized share increase has been secured
by means of the written consent of the holders of a majority of the outstanding shares of common stock of the Company.
This Information Statement is first being
sent on or about February___, 2017, to the Company’s stockholders.
We have asked or will ask brokers and other
custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of
record by such persons.
This Information Statement Is Being Provided to You
By the Board of Directors of the Company.
Information Statement pursuant to Section
14c of the Securities Exchange
Act of 1934 and Rule 14c-1
et seq
and Notice of Actions
Taken by Written Consent of the Stockholders
TETRIDYN SOLUTIONS, INC.
800 South Queen Street, Lancaster, Pennsylvania,
17603
INFORMATION STATEMENT
February
___,
2017
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER THE MATTERS
DESCRIBED HEREIN.
INTRODUCTION
This information statement on Schedule
14C (this “Information Statement”) is first being sent on or about February___, 2017 to the holders of record as of
the close of business on January 10, 2017 (the “Record Date”), of shares of common stock, $0.001 par value per share
(the “Common Stock”), of TetriDyn Solutions, Inc., a Nevada corporation (“TetriDyn Solutions,” “the
Company,” “we” or “us”).
This Information Statement is to notify
such stockholders that, on January 10, 2017, we received the approval, via a written consent in lieu of a meeting of stockholders,
of the holders of a majority of our outstanding Common Stock (the “Consenting Stockholders”), representing approximately
56.16% of the outstanding shares of our Common Stock, approving the following:
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(1)
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an Amendment to our Articles of Incorporation, as amended, to change our corporate name to “Eco
Development Co.” (the “Name Change”); and
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(2)
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an Amendment to our Articles of Incorporation, as amended, to effect an increase in our authorized
shares of common stock from 400,000 to 20,000,000 (the “Authorized Share Increase”).
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The Name Change and Authorized Share Increase
had previously been approved by our Board of Directors on January 6, 2017.
A copy of the Amendment to our Articles
of Incorporation, as amended, to be filed with the Secretary of State of Nevada is attached hereto as Appendix “A”.
This Information Statement is first being
mailed or furnished to our stockholders on or about ________ ___, 2017. The Name Change and Authorized Share Increase will not
occur until at least 20 days after such date.
Our Board of Directors has determined that
our stockholders ARE NOT REQUIRED to return their certificates to have them re-issued by our Transfer Agent.
This Information Statement is being provided
to you pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. It contains a description of the Name Change
and Authorized Share Increase, as well as summary information regarding the transactions covered by the Information Statement.
We encourage you to read the Information Statement thoroughly. You may also obtain information about us from publicly available
documents filed with the Securities and Exchange Commission (the “SEC”).
Stockholders will not be entitled to any
rights of appraisal under Nevada law or otherwise with respect to the approval and implementation of the Authorized Share Increase
and Name Change proposals.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
REQUIRED VOTE; OUTSTANDING SHARES AND
VOTING RIGHTS
Outstanding Securities
As of the Record Date, we had issued and
outstanding 246,616 shares of Common Stock, held by more than 800 stockholders of record, constituting TetriDyn Solutions’
only outstanding class of securities entitled to vote on the authorized share proposal. As previously reported in the Current Report
on Form 8-K filed by the Company with the SEC on December 12, 2016 (the “Form 8-K”), as subsequently amended by that
certain Current Report on Form 8-K/A filed by the Company with the SEC on December 20, 2016 (the “Form 8-K/A” and together
with the Form 8-K, the “December Form 8-K”), the Board of Directors of the Company approved a reverse stock split of
the issued and outstanding shares of common stock of the Company on a 1-for-250 basis (the “Stock Split”) which such
Stock Split was effective with the Secretary of State of Nevada at 12:01 am on December 31, 2016 and a corresponding decrease in
the outstanding shares of Common Stock of the Company from 60,414,140 shares of Common Stock to approximately 241,616 shares of
Common Stock (subject to adjustment due to the effect of rounding fractional shares into whole shares). As also reported in the
December Form 8-K, 5,000 shares of Common Stock were issued to JPF Venture Group, Inc., a Delaware corporation (“Seller”
or “JPF”), as the purchase price for the Assets (as defined below) pursuant to the terms of an Asset Purchase Agreement,
dated December 8, 2016 (the “Purchase Agreement”), by and between the Company and the Seller, as further discussed
below. Each share of Common Stock outstanding on the Record Date entitles the record holder to cast one vote with respect to each
matter to be voted upon. The Company’s Articles of Incorporation, as amended (“Articles of Incorporation”), do
not provide for cumulative voting.
Action by Written Consent; Vote Required
Under the Nevada Revised Statutes (“NRS”),
unless otherwise provided in the articles of incorporation or the bylaws, any action that may be taken at a meeting of stockholders
also can be taken without such meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, is signed by the holders of outstanding shares holding at least a majority of the voting power. Our Articles
of Incorporation do not limit, prohibit, restrict or otherwise qualify the use of this procedure. Further, Section 2.17 of our
Bylaws specifically permits actions to be taken by written consent in lieu of a meeting in the manner set forth in the NRS and
Bylaws.
Further, unless the NRS or the articles
of incorporation of a corporation requires a greater number of votes, matters submitted to stockholders generally require the approval
of a majority of the outstanding shares at a meeting when a quorum is present. The NRS requires the approval of the holders of
outstanding shares holding at least a majority of the voting power in order to amend a Nevada corporation’s articles of incorporation,
unless the articles of incorporation require a greater vote to take such action. Our Articles of Incorporation do not require a
greater vote to take such action. Accordingly, because the Name Change and Authorized Share Increase proposals require an amendment
to our Articles of Incorporation, the approval of the Name Change and Authorized Share Increase proposals require the receipt of
the written consent of the holders of at least a majority of the outstanding shares of Common Stock of the Company as of the Record
Date (or 123,309 shares following the effectiveness of the Stock Split).
Notice of Action by Written Consent
Under the Company’s bylaws, the Company
is required to provide prompt notice of the taking of corporate action without a meeting to the stockholders of record who have
not consented in writing to such action. This Information Statement is intended to provide such notice. No appraisal rights are
afforded to stockholders of the Company under the laws as a result of the approval of the Name Change and Authorized Share Increase
proposals.
CONSENTING STOCKHOLDERS CONSENT
Stockholders holding more than a majority
of the outstanding shares of common stock of the Company (collectively, the “Consenting Stockholders”) executed and
delivered to us a written consent effective as of the Record Date authorizing the Authorized Share Increase. As of the Record Date,
the Consenting Stockholders had the power to vote an aggregate of 138,489 shares of our common stock, or 56.16% of the outstanding
shares of our Common Stock. The Consenting Stockholders voted all of the foregoing shares to approve the Authorized Share Increase
proposal.
Taking action by written consent of the
Consenting Stockholders has eliminated the costs and management time that would have otherwise been necessary to hold a special
meeting of stockholders and will permit the Company to effect the Authorized Share Increase as early as possible in order to accomplish
the purposes of the Company as hereafter described.
DESCRIPTION OF NAME CHANGE
General
Our Board of Directors and the Consenting
Stockholders have approved the Name Change proposal and have authorized the Company to file an Amendment to our Articles of Incorporation
to effect the Name Change.
On January 6, 2017, the Board of Directors
approved an Amendment to our Articles of Incorporation to change our corporate name to Eco Development Co. in order to better reflect
the Company business subsequent to its acquisition of all assets of Seller used primarily in connection with the business of Seller
consisting of the development of sustainable living communities by creating ecologically sustainable “EcoVillages”
powered by 100% fossil-fuel free electricity, buildings cooled by energy efficient and chemical free systems, and on-site water
produced for drinking, aquaculture and agriculture (the “Assets”), pursuant to the terms of the Purchase Agreement,
as previously reported in the December Form 8-K.
Background; Reasons for the Corporate
Name Change
The principal purpose for changing our
corporate name is to convey more clearly a sense of our new business direction, which is to develop sustainable living communities
by creating ecologically sustainable “EcoVillages” powered by 100% fossil-fuel free electricity, buildings cooled by
energy efficient and chemical free systems, and on-site water produced for drinking, aquaculture and agriculture.
Vote Required
We have obtained approval to effect the
Name Change through the written consent of the Consenting Stockholders. Therefore, a special meeting of our shareholders to approve
the Name Change will not take place for this purpose.
Effect on Shareholders
The change of name will not effect in any
way the validity or transferability of stock certificates outstanding at the time of the Name Change, our capital structure or
the quotation of our Common Stock on the OTC Link ATS or the trading of our Common Stock on the Pink Open Market - Current. Following
implementation of the Name Change, shareholders may continue to hold their existing certificates or receive new certificates reflecting
the Name Change by delivering their existing certificates to the Company’s transfer agent. Shareholders should not destroy
any stock certificates and should not deliver any stock certificates to the transfer agent until after the effectiveness of the
Name Change.
No Appraisal Rights
Our stockholders are not entitled to appraisal
rights under the NRS with respect to the proposed Amendment to our Articles of Incorporation to effect the Name Change, and the
Company has not independently provided its stockholders with any such right.
DESCRIPTION OF THE AUTHORIZED SHARE INCREASE
OF COMMON STOCK
General
Our Board of Directors and the Consenting
Stockholders have approved the Authorized Share Increase proposal and have authorized the Company to file an Amendment to our Articles
of Incorporation to effect the Authorized Share Increase.
Background; Reasons for the Authorized Share Increase
As of the Record Date, the Company had
400,000 shares of Common Stock and 5,000,000 shares of preferred stock authorized, of which 246,616 shares of Common Stock were
outstanding and no shares of preferred stock were outstanding. However, as previously reported by the Company on the December Form
8-K, the Board of Directors of the Company approved a the Stock Split which such Stock Split was effective with the Nevada Secretary
of State 12:01 am on December 31, 2016 and resulted in a corresponding decrease in the authorized shares of Common Stock of the
Company from 100,000,000 to 400,000 shares of Common Stock. The Authorized Share Increase would not change the number of authorized
shares of preferred stock.
The Authorized Share Increase is intended
to facilitate the Company’s efforts to raise capital by making more shares of Common Stock available to the Company for future
issuances in connection with the sale of shares to raise additional capital for the Company’s operating needs.
The Company’s Common Stock is quoted
on the OTC Link ATS under the symbol “TDYS” and the last reported closing price of the Common Stock on January 27,
2017 was $0.02 per share.
The par value of the Common Stock
will remain unchanged at $0.001 per share and the Authorized Share Increase will not change the number of outstanding shares
of Common Stock under the Articles of Incorporation. Accordingly, the Authorized Share Increase will have the effect of
creating additional authorized and unreserved shares of our Common Stock. Although at present we have no current plans,
arrangements or understandings providing for the issuance of the additional shares that would be made available for issuance
upon effectiveness of the Authorized Share Increase, such additional shares may be used by us for various purposes in the
future without further stockholder approval. The additional shares will be issued by the Company to JPF, as necessary, in
the event JPF elects to convert one or more of the Notes (as defined below). Other purposes may include, among other things:
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the sale of shares to raise additional capital;
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the issuance of equity incentives to our employees, officers or directors;
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establishment of strategic relationships with other companies and suppliers; and
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acquisition of other businesses or products.
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The Board of Directors is not implementing
the share increase in anticipation of any future transaction or series of transactions. Further, the Board of Directors does not
intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction”
within the meaning of Rule 13e-3 of the Securities Exchange Act.
Vote Required
We have obtained approval to effect the
Authorized Share Increase through the written consent of the Consenting Stockholders. Therefore, a special meeting of our shareholders
to approve the Authorized Share Increase will not take place for this purpose.
Material Effects of the Authorized Share Increase
The principal effect of the Authorized
Share Increase will be to increase the number of authorized shares. As a result, stockholders should recognize that once the Authorized
Share Increase is effected, they will own the same number of shares that they currently own. However, the Authorized Share Increase
will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company.
Proportionate voting rights and other rights and preferences of the holders of Common Stock will not be affected by the Authorized
Share Increase. For example, a holder of 2% of the outstanding shares of Common Stock immediately prior to the Authorized Share
Increase would continue to hold 2% of the outstanding shares of Common Stock immediately after the Authorized Share Increase. The
number of stockholders of record also will not be affected by the Authorized Share Increase.
The Company is subject to the periodic
reporting and other requirements of the Securities Exchange Act. The Authorized Share Increase will not affect the registration
of the Common Stock under the Securities Exchange Act and the Common Stock will continue to be reported on the OTC Link ATS.
Effect on Fractional Stockholders
Stockholders will not receive fractional
shares in connection with the Authorized Share Increase and the Company will not be paying any cash to any stockholders for any
fractional shares from the Authorized Share Increase.
Effect on Registered and Beneficial Stockholders
Following the Authorized Share Increase,
the Company intends to treat stockholders holding the Common Stock in “street name,” through a bank, broker or other
nominee, in the same manner as registered stockholders whose shares are registered in their names. Stockholders who hold their
shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged to contact their nominees.
Certain Risk Factors Associated with the Authorized Share
Increase
In evaluating the Authorized Share Increase
proposal, the Board of Directors also took into consideration negative factors associated with authorized share increases. These
factors included the negative perception of authorized share increases by some investors, analysts and other stock market participants,
as well as various other risks and uncertainties that surround the implementation of an authorized share increase, including but
not limited to the following:
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There can be no assurance that the market price per share of the Common Stock after the Authorized Share Increase will remain unchanged. In the long term the price per share depends on many factors, including our performance, prospects and other factors, some of which are unrelated to the number of shares outstanding. If the Authorized Share Increase is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Authorized Share Increase. The history of similar authorized share increases for companies in similar circumstances is varied.
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The Board of Directors, however, has determined
that these negative factors were outweighed by the potential benefits of the Authorized Share Increase and voted to approve the
Authorized Share Increase proposal.
Authorized Shares; Potential Dilutive Effect
As of the Record Date, the Company had
400,000 shares of Common Stock, par value $.001, and 5,000,000 shares of preferred stock, par value $.001, authorized. As discussed
above and as previously reported by the Company on the December Form 8-K, the Board of Directors of the Company approved a the
Stock Split which such Stock Split was effective with the Nevada Secretary of State at 12:01 am on December 31, 2016 and approved
a corresponding decrease in the authorized shares of Common Stock of the Company from 100,000,000 to 400,000 shares of Common Stock.
The Authorized Share Increase would not change the number of authorized shares of preferred stock. Following the Authorized Share
Increase, authorized but unissued shares of Common and preferred stock will be available for issuance, and the Company may issue
such shares in the future.
The issuance of a substantial number of
additional shares of Common Stock from the newly-authorized shares provided for in the Authorized Share Increase may result in
dilution of our existing stockholders’ ownership interest in the Company. Stockholders of the Company do not have preemptive
rights with respect to our Common Stock. Thus, existing stockholders would not have any preferential rights to purchase any shares.
Accounting Matters; Tax Consequences
The par value per share of Common Stock
would remain unchanged at $0.001 per share after the Authorized Share Increase. As a result, on the Effective Date of the Authorized
Share Increase, the stated capital on the Company’s balance sheet attributable to the Common Stock will remain the same.
Our net income or loss and our net book value on a per share basis will remain the same. The Company does not anticipate that any
accounting consequences would arise as a result of the Authorized Share Increase.
There are no tax consequences from the
Authorized Share Increase.
Potential Anti-Takeover Effect
Although the increased proportion of unissued
authorized shares of Common Stock available for issuance following the Effective Date could, under certain circumstances, have
an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect
a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination
of the Company with another company), the Authorized Share Increase proposal is not being undertaken in response to any effort
of which the Board of Directors is aware to accumulate shares of the Common Stock or obtain control of the Company. Other than
the Authorized Share Increase, the Board of Directors does not currently contemplate the adoption of any other amendments to the
Articles of Incorporation that could be construed to affect the ability of third parties to take over of change the control of
the Company.
No Appraisal Rights; Tax Consequences
Our stockholders are not entitled to appraisal
rights under the NRS with respect to the proposed Amendment to our Articles of Incorporation to effect the Authorized Share Increase,
and the Company has not independently provided its stockholders with any such right.
Interests of Certain Persons in Matter to be Acted Upon
Except in their capacity as stockholders
(which interest does not differ from that of the other common stockholders) and JPF’s conversion rights under the Notes,
none of our officers, directors or any of their respective associates or affiliates has any interest in the Name Change or Authorized
Share Increase.
THE AMENDMENT TO OUR ARTICLES OF INCORPORATION
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION
STATEMENT AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE NOTE THAT THIS IS NEITHER A REQUEST
FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE CHANGES THAT WILL OCCUR
IF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT.
SUMMARY
On January 6, 2017, our Board of Directors
voted to approve and recommend the Name Change and Authorized Share Increase described above and, on January 10, 2017, the Consenting
Stockholders holding approximately 56.16% of the then-outstanding shares of our Common Stock, and acting by written consent in
lieu of a special meeting, approved and adopted the Name Change and Authorized Share Increase. This action by written consent eliminated
the need for a special stockholder meeting to approve these matters. This also reduces the costs and management time involved in
holding a special meeting and allows us to effect the filing of the Amendment to our Articles of Incorporation as quickly as possible.
The Amendment to our Articles of Incorporation
relating to the Name Change and Authorized Share Increase will be filed on or about ___________ __, 2017, with the Secretary of
State of the State of Nevada, which is not less than 20 days from the date of mailing of the definitive Information Statement.
Notwithstanding the foregoing, we must
first notify FINRA of the intended Name Change by filing the Issuer Company Related Action Notification Form no later than ten
(10) days prior to the anticipated record date of such action. Our failure to provide such notice may constitute fraud under Section
10 of the Exchange Act. We previously requested a new ticker symbol in connection with the acquisition of the Assets and the change
in business direction and therefore will not request a new ticker symbol in connection with the Name Change. The change in the
ticker symbol is expected to be effective in early February 2017.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain
information regarding the beneficial ownership of our outstanding Common Stock as of January 30, 2017 by: (i) each of our directors,
(ii) each of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act),
(iii) all of our directors and named executive officers as a group, and (iv) each person known to us to beneficially own more than
5% of our outstanding Common Stock.
Beneficial ownership has been determined
in accordance with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating
as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock
issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that
person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below
have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power
may be shared with a spouse. The Company does not know of any arrangements the operation of which may at a subsequent date result
in a change of control of the Company.
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Name and Address of Person or Group(1)
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Number of Shares of Common Stock Beneficially Owned
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Percent of Common Stock Beneficially Owned
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JPF Venture Group, Inc.(2)
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5,955,820
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98.0%
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Antoinette Hempstead(3)
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53,116
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21.5%
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Sawtooth Meadows, LP(4)
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48,909
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19.8%
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Jeremy P. Feakins(5)
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5,963,820
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98.1%
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Peter H. Wolfson
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4,000
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1.6%
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Executive Officers and Directors as a Group (2 persons):
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221,726
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66.4%
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(1)
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800 South Queen Street, Lancaster, PA 17603, is the address for all stockholders in the table. Applicable percentages are based on 246,616 shares of our common stock outstanding on January 30, 2017, and are calculated as required by rules promulgated by the SEC. As previously reported in December Form 8-K, the Board of Directors of the Company approved a reverse stock split of the issued and outstanding shares of common stock of the Company on a 1-for-250 basis (the “Stock Split”) which such Stock Split was effective with the Nevada Secretary of State at 12:01 am on December 31, 2016 and a corresponding decrease in the outstanding shares of Common Stock of the Company from 60,404,140 to approximately 241,616 shares of Common Stock (subject to adjustment due to the effect of rounding fractional shares into whole shares).
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(2)
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JPF Venture Group, Inc.’s beneficial ownership is reported based on its ownership of (a) 122,489 shares owned of record, and (b) shares of common stock issuable on the conversion of a (i) $50,000 promissory note dated February 2016, convertible at $0.03 per share into 1,666,666 shares of common stock (the “February 2016 Note”); (ii) $50,000 promissory note dated May 2016, convertible at $0.03 per share into 1,666,666 shares of common stock (the “May 2016 Note”); (iii) $50,000 promissory note dated October 2016, convertible at $0.03 per share into 1,666,666 shares of common stock (the “October 2016 Note”); and (iv) $25,000 promissory note dated December 2016, convertible at $0.03 per share into 833,333 shares of common stock (the “December 2016 Note” and together with the February 2016 Note, May 2016 Note and October 2016 Note, the “Notes”). All calculations in this footnote are based on conversion of the principal only, without accrued interest, as of December 31, 2016, of $2,595, $1,747, $618 and $42 on the above notes, respectively.
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(3)
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Consists of 48,909 shares owned of record by Sawtooth Meadows, LP. Antoinette Knapp Hempstead is owner of, and controls, Sawtooth Meadows, LP, and as such, is deemed to be the beneficial owner of shares owned of record by Sawtooth Meadows, LP.
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(4)
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Consists of 4,207 shares owned of record by Antoinette K. Hempstead and 48,909 shares owned of record by Sawtooth Meadows, LP as set forth in footnote 3 above. Antoinette Knapp Hempstead is owner of, and controls, Sawtooth Meadows, LP, and as such, is deemed to be the beneficial owner of shares owned of record by Sawtooth Meadows, LP.
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(5)
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Consists of 8,000 shares owned of record by Jeremy Feakins and shares beneficially owned by JPF Venture Group, Inc. as set forth in footnote 2 above. JPF Venture Group, Inc. is an investment entity that is majority-owned by Jeremy P. Feakins. Jeremy Feakins also controls JPF Venture Group, Inc., and as such, is deemed to be the beneficial owner of shares owned of record by it.
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PROPOSAL BY SECURITY HOLDERS
No security holder has requested the Company
to include any proposal in this Information Statement.
EXPENSE OF INFORMATION STATEMENT
The expenses of mailing this Information
Statement will be borne by the Company, including expenses in connection with the preparation and mailing of this Information
Statement and all documents that now accompany or may hereafter supplement it. It is contemplated that brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the Information Statement to the beneficial owners of our Common Stock held
of record by such persons and that our Company will reimburse them for their reasonable expenses incurred in connection therewith.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered to multiple
security holders sharing an address unless the Company has received contrary instructions from one or more of the security holders.
The Company shall deliver promptly upon written or oral request a separate copy of the Information Statement to a security holder
at a shared address to which a single copy of the documents was delivered. A security holder can notify the Company that the security
holder wishes to receive a separate copy of the Information Statement by sending a written request to the Company at the address
below or by calling the Company at the number below and requesting a copy of the Information Statement. A security holder may
utilize the same address and telephone number to request either separate copies or a single copy for a single address for all
future information statements, proxy statements and annual reports.
COMPANY CONTACT INFORMATION
All inquiries regarding
our Company should be addressed to our Company’s principal executive office: TETRIDYN SOLUTIONS, INC. Attn: Chief Executive
Officer 800 South Queen Street Lancaster, Pennsylvania, 17603 (717) 715-0238
AVAILABILITY OF ADDITIONAL INFORMATION
The
Company is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the “SEC”) relating to its business, financial condition
and other matters. Such reports and other information can be inspected and copied at the public reference facilities maintained
at the SEC at 100 F Street NW, Washington, D.C. 20549. Copies of such material can be obtained upon written request addressed
to the SEC, Public Reference Section, 100 F Street NW, Washington D.C. 20549, at prescribed rates. The SEC maintains a website
on the Internet (http://www.sec.gov) that contains the Exchange Act Filings filed electronically with the SEC through the Electronic
Data Gathering, Analysis and Retrieval System (“EDGAR”).
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN TRANSACTIONS ENTERED INTO BY THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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By Order of the Board of Directors,
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/S/ Jeremy P. Feakins
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Jeremy P. Feakins
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Chairman of the Board, Chief Executive Officer and Chief Financial Officer
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Lancaster, Pennsylvania
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February __, 2017
APPENDIX A
AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TETRIDYN SOLUTIONS,
INC.
Certificate
of Amendment to Articles of Incorporation
For Nevada
Profit Corporations
(Pursuant to NRS
78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
TetriDyn Solutions, Inc.
2. The articles have been amended as follows:
Article I is amended to read in its entirety as follows:
“The name of the Corporation is Eco Development Co.”
Article IV is amended to read in its entirety as set forth
in Exhibit A attached hereto.
3. The vote by which the stockholders holding shares
in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the
voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the
articles of incorporation* have voted in favor of the amendment is: 56.16%
4. Effective date and time of
filing: Date: Time:
5. Signature:
X
Signature of Officer
* If any proposed amendment would
alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the
voting power thereof.
IMPORTANT
: Failure to include
any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Amend Profit-After
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Revised: 1-5-15
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Exhibit
A
Article
IV
Authorized Shares
The
Corporation is authorized to issue Twenty-Five Million (25,000,000) shares, of which Twenty Million (20,000,000) shares shall be
common stock, par value $0.001 per share (“Common Stock”), and Five Million (5,000,000) shares shall be preferred stock,
par value $0.001 per share (“Preferred Stock”). Shares of any class of stock may be issued, without stockholder action,
from time to time, in one or more series, as may be determined by the Board of Directors of the Corporation. The Corporation’s
Board of Directors is hereby expressly granted authority, without stockholder action, and within the limits set forth in the Nevada
Revised Statutes, to:
(a)
designate, in whole or in part, the voting powers, designation, preferences, limitations,
restrictions, and relative rights of each class of shares before the issuance of any shares of that class;
(b)
create one or more series within a class of shares, fix the number of shares of each
such series, and designate in whole or part the voting powers, designation, preferences, limitations, restrictions, and relative
rights of the series, all before the issuance of any shares of that series; or
(c)
alter or revoke the preferences, limitations, and relative rights granted to or imposed
upon any wholly-unissued class of shares or any wholly-unissued series of any class of shares.
The
allocation between the classes, or among the series of each class, of unlimited voting rights and the right to receive the net
assets of the Corporation upon dissolution shall be as designated by the Board of Directors of the Corporation. All rights accruing
to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation’s bylaws
or in any amendment hereto or thereto shall be vested in the Common Stock. Accordingly, unless and until otherwise designated by
the Board of Directors of the Corporation, and subject to any superior rights as so designated, the Common Stock shall have unlimited
voting rights and be entitled to receive the net assets of the Corporation upon dissolution.