UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2017
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-4454
INTERDYNE COMPANY
(Exact name of registrant as specified in its charter)
| California | 95-2563023 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 26 Briarwood | ||
| Irvine, CA | 92604 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (805) 322-3883
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Securities registered pursuant to section 12(g) of the Act: | ||
| Common Stock, no par value | ||
| (Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated | Non-accelerated filer ☒ | ||
| Accelerated filer ☐ | Smaller reporting company ☒ | ||
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☒ No ☐
Total revenues for registrant’sregistrants fiscal year ended June 30, 20172020 were zero.
The aggregate market value of voting Common Stock held by non-affiliates of the registrantRegistration on December 31, 20162019 was $284,000.
As of September 13, 2017,4, 2020, there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.
Transfer Agent for the Company is: OTR Inc., 10011050 SW Fifth Ave.,Sixth, Suite 1550,1230, Portland, OR 97204-1143,97204-1153, Tel: 503-225-0375.
| 1 |
FORM 10-K
INTERDYNE COMPANY
| PART I | ||
| Item 1. Business | ||
| Item 2. Properties | ||
| Item 3. | ||
| Item 4. | ||
| PART II | ||
| Item 5. | ||
| Item 6. | ||
| Item 7. | ||
| Item 7A. | ||
| Item 8. | ||
| Item 9. | ||
| Item 9A. | ||
| Item 9B. | ||
| PART III | ||
| Item 10. | ||
| Item 11. | ||
| Item 12. | ||
| Item 13. | ||
| Item 14. | ||
| Item 15. | ||
| 2 |
For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to “Interdyne Company”, “the Company”, “we,” “us,” and “our,” refer to Interdyne Company, a California corporation.
Forward-Looking Statements
The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.
When used in this discussion, words such as “believes”, “anticipates”, “expects”, “intends” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.
PART I
ITEM 1. BUSINESS
The Company is currently dormant and is looking for new opportunities.
ITEM 2. PROPERTIES
The Company uses the home office of an officer. This officer charges the Company $6,000 per annum during fiscal years 20172020 and 20162019 for the use of his home office and for providing accounting and other services.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings and no such proceedings are known to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders of the Company during the fiscal year 2017.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following table sets forth the range of low and high bid prices for the Company's common stock, for each fiscal quarter commencing July 1, 20142018 and ending June 30, 2017.2020. The prices for year ended June 30, 20172020 were extracted from the Nasdaq website. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and do not necessarily represent actual transactions.
| 2014 | Low | High | ||||||
| Quarter ended September 30 | $ | 0.015 | $ | 0.018 | ||||
| Quarter ended December 31 | $ | 0.015 | $ | 0.0186 | ||||
| 2015 | ||||||||
| Quarter ended March 31 | $ | 0.015 | $ | 0.0156 | ||||
| Quarter ended June 30 | $ | 0.015 | $ | 0.02 | ||||
| Quarter ended September 30 | $ | 0.0151 | $ | 0.0171 | ||||
| Quarter ended December 31 | $ | 0.0085 | $ | 0.02 | ||||
| 2016 | ||||||||
| Quarter ended March 31 | $ | 0.0085 | $ | 0.0085 | ||||
| Quarter ended June 30 | $ | 0.0085 | $ | 0.009 | ||||
| Quarter ended September 30 | $ | 0.009 | $ | 0.009 | ||||
| Quarter ended December 31 | $ | 0.009 | $ | 0.02 | ||||
| 2017 | ||||||||
| Quarter ended March 31 | $ | 0.011 | $ | 0.02 | ||||
| Quarter ended June 30 | $ | 0.011 | $ | 0.07 | ||||
| 2018 | Low | High | ||||||
| Quarter ended September 30 | $ | 0.01 | $ | 0.026 | ||||
| Quarter ended December 31 | $ | 0.0045 | $ | 0.01 | ||||
| 2019 | ||||||||
| Quarter ended March 31 | $ | 0.0045 | $ | 0.014 | ||||
| Quarter ended June 30 | $ | 0.0085 | $ | 0.014 | ||||
| Quarter ended September 30 | $ | 0.01 | $ | 0.11 | ||||
| Quarter ended December 31 | $ | 0.01 | $ | 0.05 | ||||
| 2020 | ||||||||
| Quarter ended March 31 | $ | 0.01 | $ | 0.03 | ||||
| Quarter ended June 30 | $ | 0.01 | $ | 0.03 | ||||
As of August 31, 2017,2020, the high and low bid prices for the Company's Common Stock were $0.015$0.025 and $0.015$0.025 respectively. There were approximately 1,620 record owners of such Common Stock. To management's knowledge, the Company has never paid dividends on its common stock. The Company does not intend to pay dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to smaller reporting companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Company is currently dormant and is looking for new opportunities.
Results of Operations
The Company is currently dormant and therefore does not generate any revenue other than the interest income it earns from the advances to an affiliated company detailed below.
For the years ended June 30, 20172020 and 2016, respectively. On July 25, 2016, the outstanding amount of $195,204 due from Acculogic, Inc. was repaid in full.
The Company reported a higher net loss of $28,318$30,723 compared to a net loss of $10,752$31,135 in the previous year.
| 5 |
As of June 30, 2017,2020, the Company has a cash balance of $147,611.$78,869. The Company has sufficient cash in hand to fund its operations for the next twelve months.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Employees
The Company presently has no employees and is managed by the two incumbent directors: Sun Tze Whang, Chairman of the Board and Chief Executive Officer, and Kit Heng Tan, Chief Financial Officer/Principal Accounting Officer and Secretary. Kit Heng Tan charged the Company the sum of $6,000 per annum for fiscal years 20172020 and 20162019 for providing accounting and other services and also for the use of his home office. Neither of the Company's officers is currently represented by any labor union.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The audited financial statements as of June 30, 20172020 and 20162019 and for the years then ended are set forth on the following pages.
| 6 |
To the Shareholders and Board of Directors and Stockholders
Interdyne Company
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Interdyne Company (the “Company”) as of June 30, 20172020 and 2016,2019, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements areended, and the responsibility ofrelated notes (collectively referred to as the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company's auditor since 2016.
Houston, Texas
September 4, 2020
| 7 |
BALANCE SHEETS
JUNE 30, 2017 AND 20162020 and 2019
| ASSETS | 2017 | 2016 | ||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 147,611 | $ | 2,065 | ||||
| Due from related party | - | 194,104 | ||||||
| Total current assets | $ | 147,611 | $ | 196,169 | ||||
| TOTAL ASSETS | $ | 147,611 | $ | 196,169 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accrued professional fees | $ | 7,100 | $ | 6,600 | ||||
| Due to related party | 3,000 | 22,149 | ||||||
| Other accrued expenses | 2,375 | 3,966 | ||||||
| Total current liabilities | 12,475 | 32,715 | ||||||
| STOCKHOLDERS' EQUITY: | ||||||||
| Preferred stock, no par value; 50,000,000 shares authorized; 0 shares issued and outstanding | - | - | ||||||
| Common stock, no par value; 100,000,000 shares authorized; 39,999,942 shares issued and outstanding as of June 30, 2017 and 2016 | 500,000 | 500,000 | ||||||
| Accumulated deficit | (364,864 | ) | (336,546 | ) | ||||
| Total stockholders' equity | 135,136 | 163,454 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 147,611 | $ | 196,169 | ||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 78,869 | $ | 100,392 | ||||
| Total current assets | $ | 78,869 | $ | 100,392 | ||||
| TOTAL ASSETS | $ | 78,869 | $ | 100,392 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accrued professional fees | $ | 10,100 | $ | 8,100 | ||||
| Due to related party | 21,000 | 15,000 | ||||||
| Other accrued expenses | 4,942 | 3,742 | ||||||
| Total current liabilities | $ | 36,042 | $ | 26,842 | ||||
| STOCKHOLDERS' EQUITY: | ||||||||
| Preferred stock, no par value; 50,000,000 shares authorized;0 shares issued and outstanding | — | — | ||||||
| Common stock, no par value; 100,000,000 shares authorized; 39,999,942 shares issued and outstanding as of June 30, 2020 and 2019 | 500,000 | 500,000 | ||||||
| Accumulated deficit | (457,173 | ) | (426,450 | ) | ||||
| Total stockholders' equity | $ | 42,827 | $ | 73,550 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 78,869 | $ | 100,392 | ||||
See accompanying notes to financial statements.
| 8 |
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2017 AND 20162020 and 2019
| 2017 | 2016 | |||||||
| OPERATING EXPENSES: | ||||||||
| Professional fees | $ | 12,396 | $ | 10,915 | ||||
| General and administrative | 10,222 | 9,217 | ||||||
| Management fees to related party | 6,000 | 6,000 | ||||||
| Total expenses | 28,618 | 26,132 | ||||||
| OPERATING LOSS | (28,618 | ) | (26,132 | ) | ||||
| OTHER INCOME: | ||||||||
| Interest from related party | 1,100 | 16,180 | ||||||
| Total other income | 1,100 | 16,180 | ||||||
| LOSS BEFORE INCOME TAXES | (27,518 | ) | (9,952 | ) | ||||
| INCOME TAX EXPENSE | (800 | ) | (800 | ) | ||||
| NET LOSS | $ | (28,318 | ) | $ | (10,752 | ) | ||
| NET LOSS PER COMMON SHARE | ||||||||
| BASIC AND DILUTED | $ | (0.00 | ) | $ | (0.00 | ) | ||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||||||
| BASIC AND DILUTED | 39,999,942 | 39,999,942 | ||||||
| 2020 | 2019 | |||||||
| OPERATING EXPENSES: | ||||||||
| Professional fees | $ | 15,125 | $ | 15,625 | ||||
| General and administrative | 8,798 | 8,710 | ||||||
| Management fees to related party | 6,000 | 6,000 | ||||||
| Total expenses | 29,923 | 30,335 | ||||||
| OPERATING LOSS | (29,923 | ) | (30,335 | ) | ||||
| LOSS BEFORE INCOME TAXES | (29,923 | ) | (30,335 | ) | ||||
| INCOME TAX EXPENSE | (800 | ) | (800 | ) | ||||
| NET LOSS | $ | (30,723 | ) | $ | (31,135 | ) | ||
| NET LOSS PER COMMON STOCK BASIC AND DILUTED | $ | (0.00 | ) | $ | (0.00 | ) | ||
| WEIGHTED AVERAGE COMMON STOCKS OUTSTANDING BASIC AND DILUTED | 39,999,942 | 39,999,942 | ||||||
See accompanying notes to financial statements.
| 9 |
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JUNE 30, 2017 AND 20162020 and 2019
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, June 30, 2015 | 39,999,942 | $ | 500,000 | $ | - | $ | (325,794 | ) | $ | 174,206 | ||||||||||
| Net Loss | (10,752 | ) | (10,752 | ) | ||||||||||||||||
| Balance, June 30, 2016 | 39,999,942 | 500,000 | - | (336,546 | ) | 163,454 | ||||||||||||||
| Net Loss | (28,318 | ) | (28,318 | ) | ||||||||||||||||
| Balance, June 30, 2017 | 39,999,942 | $ | 500,000 | $ | - | $ | (364,864 | ) | $ | 135,136 | ||||||||||
| Common Stock | ||||||||||||||||||||
| Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance, June 30, 2018 | 39,999,942 | $ | 500,000 | $ | — | $ | (395,315 | ) | $ | 104,685 | ||||||||||
| Net Loss | (31,135 | ) | (31,135 | ) | ||||||||||||||||
| Balance, June 30, 2019 | 39,999,942 | 500,000 | — | (426,450 | ) | 73,550 | ||||||||||||||
| Net Loss | (30,723 | ) | (30,723 | ) | ||||||||||||||||
| Balance, June 30, 2020 | 39,999,942 | $ | 500,000 | $ | — | $ | (457,173 | ) | $ | 42,827 | ||||||||||
See accompanying notes to financial statements.
| 10 |
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2017 AND 20162020 and 2019
| 2017 | 2016 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (28,318 | ) | $ | (10,752 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Interest due from related party | (1,100 | ) | (16,180 | ) | ||||
| Due to related party | (18,500 | ) | 6,624 | |||||
| Accrued professional fees | 500 | (3,400 | ) | |||||
| Other accrued expenses | (1,566 | ) | (767 | ) | ||||
| Net cash used in operating activities | (48,984 | ) | (24,475 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash received from related party | 195,204 | 18,975 | ||||||
| Net cash provided by investing activities | 195,204 | 18,975 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment to related party | (674 | ) | - | |||||
| Net cash used in financing activities | (674 | ) | - | |||||
| Net increase/ (decrease) in cash | 145,546 | (5,500 | ) | |||||
| CASH, BEGINNING OF YEAR | 2,065 | 7,565 | ||||||
| CASH, END OF YEAR | $ | 147,611 | $ | 2,065 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Income taxes paid | $ | 800 | $ | 800 | ||||
| Interest paid | $ | - | $ | - | ||||
| NON-CASH TRANSACTIONS | ||||||||
| Operation expenses paid by related party | $ | 25 | $ | 25 | ||||
| 2020 | 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (30,723 | ) | $ | (31,135 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Due to related party | 6,000 | 6,000 | ||||||
| Accrued professional fees | 2,000 | 1,000 | ||||||
| Other accrued expenses | 1,225 | (52 | ) | |||||
| Net cash used in operating activities | (21,498 | ) | (24,187 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment to related party | (25 | ) | (25 | ) | ||||
| Net cash used in financing activities | (25 | ) | (25 | ) | ||||
| Net decrease in cash | (21,523 | ) | (24,212 | ) | ||||
| CASH, BEGINNING OF YEAR | 100,392 | 124,604 | ||||||
| CASH, END OF YEAR | $ | 78,869 | $ | 100,392 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Income taxes paid | $ | 800 | $ | 800 | ||||
| Interest paid | $ | — | $ | — | ||||
| NON-CASH TRANSACTIONS | ||||||||
| Operation expenses paid by related party | $ | 25 | $ | 25 | ||||
See accompanying notes to financial statements.
| 11 |
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 20172020 and 20162019
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - Interdyne Company (the "Company") was incorporated in October 1946 in the state of California. The Company is a dormant shell currently seeking new opportunities. On November 22, 1988, the Company filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Central District of California. On May 17, 1990, the Company’s Amended Plan of Reorganization (the “Plan”) was confirmed by Bankruptcy Court, and the Plan became effective May 29, 1990. On July 20, 1990, the Bankruptcy Court approved a stipulation for nonmaterial modifications to the Plan. All claims and interest have been settled in accordance with the terms of the Plan. On August 22, 1990, the Board of Directors approved a change in the Company’s year-end to June 30, pursuant to the Plan.
Basis of Preparation – The accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States of America.
Related partyParty – The Company follows ASC 850, “Related Party Disclosure”, for the identification of related parties and disclosure of related party transactions. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Concentrations of Credit Risk – The Company does not have any asset that exposes it to credit risk.
| 12 |
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results may vary from those estimates and assumptions.
Reclassifications – Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications had no impact on net earnings and financial position.
Fair value Measurement- OurValue Measurement – The Company’s financial instruments consist principally of cash, due from related party, accrued professional fee,fees, due to related party and other accrued expenses. ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments establish a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.
Fair Value Hierarchy
The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows:
Level 1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access. Level 2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps). Level 3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying amounts of cash, accrued professional fees and other accrued expenses approximate fair value because of the short-term nature of these items. Per ASC Topic 820 framework these are considered Level 3 inputs where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. It is not, however, practical to determine the fair value of amounts Recent Accounting Pronouncements The Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. The adoption did not impact 1, 2019. 2. RELATED PARTY TRANSACTIONS An officer of the Company charged a management fee totaling $6,000 for each of the years ended June 30, 3. INCOME TAXES Income taxes for the years ended June 30, 2027. The Company files income tax returns in the U.S. federal jurisdiction and in the state of California. With few exceptions, the Company is no longer subject to U.S. federal and state tax examinations by tax authorities for the years ending June 30, 4. COMMITMENTS AND CONTINGENCIES In March 2017, the Company received a letter from the County of Santa Clara, California, which claimed that the Company is delinquent on its property taxes relating to tax year 1988/1989 in the amount of $80,238.07 including penalties which should be paid immediately. The Company believes that these property taxes were related to the period prior to the filing of the reorganization of the Company under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Central District of California on November 22, 1988 and the eventual confirmation of the Company’s Amended Plan of Reorganization (the “Plan”) by the Bankruptcy Court on May 17, 1990, and thus have been settled in accordance with the terms of the Plan and are therefore invalid. The Company has informed the County of Santa Clara that if it wants to assert its claim, it would have to petition to the Bankruptcy Court for relief. The Company does not recognize the said claim and therefore has not recorded any tax liabilities related to this claim. If the County of Santa Clara claim is adjudicated to be valid and the Company is liable, the tax liabilities imposed could have a material effect on the Company’s result of operations and financial position. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls - The Company’s management, comprising the Chief Executive Officer and Chief Financial Officer/Principal Accounting Officer, Management's Report on Internal Control Over Financial Reporting – The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, exist. This annual report does not include an attestation report of Changes in Internal Controls - During the ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the names and ages of the directors and executive officers of the Company as of the date of this report, and indicates all positions and offices with the Company held by each person:
The terms of office of each director of the Company ends at the next annual meeting of the Company's shareholders or when his or her successor is elected and qualified. No date for the next annual meeting of shareholders has been fixed by the Board of Directors. The term of office of each officer of the Company ends at the next annual meeting of the Company's Board of Directors which is expected to take place immediately after the next annual meeting of shareholders. Except as otherwise indicated below, no organization by which any officer or director previously has been employed is an affiliate, parent, or subsidiary of the Company. The Company's Bylaws provide that the number of directors of the Company shall be not less than five nor more than nine. The exact number of directors is set at five unless changed within the foregoing limits by a bylaw adopted by the Board of Directors or the shareholders. At present, there are two persons serving as directors and three vacancies on the Board of Directors. Dr. Sun Tze Whang has been Chairman of the Board and Chief Executive Officer since August 17, 1990. From December 1994 to the present, Dr. Whang has been a director of Metal Containers Pte Ltd ("Metal Containers"), a company incorporated in the Republic of Singapore, which engaged in the manufacturing and sale of metal containers and in investment activities. Kit Heng Tan has been Chief Financial Officer/Principal Accounting Officer, Secretary and a director of the Company since August 17, 1990. On June 8, 2006, Mr. Tan was appointed as director of Metal Containers. From ITEM 11. EXECUTIVE COMPENSATION For the fiscal years ended June 30,
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following sets forth information, as of June 30,
(1) By virtue of Dr. Sun Tze Whang's direct and indirect ownership of Carlee Electronics Pte. Ltd., he may be deemed the beneficial owner of the shares held by Carlee Electronics Pte. Ltd. in the Company. The Company is not aware of any voting trusts. The Company's capital consists of 100,000,000 shares of Common Stock, no par value and 50,000,000 shares of Preferred Stock, no par value. As of the date hereof, 39,999,942 shares of Common Stock have been issued and are outstanding. The Company uses the home office of an officer at 26 Briarwood, Irvine, CA 92604, and was charged management fees of $6,000 per annum by the officer for each of the fiscal years Dr. Sun Tze Whang may be considered to be the indirect beneficial owner of the shares of the Company's stock owned by Carlee Electronics, and thus Dr. Whang would be considered a control person of the Company. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees The aggregate fees billed to the Company for professional services rendered for the audit of the Company's annual financial statements, review of the Company's quarterly financial statements, and other services normally provided in connection with statutory and regulatory filings or engagements was 2019. Other Fees Other fees billed to the Company by its independent registered public accounting firm for the preparation of its required federal and state income tax returns totaled $600 and ITEM 15. Exhibits, Financial Statement Schedules. a. The following financial statements are filed as part of this report: Report of Independent Registered Public Accounting Firm Interdyne Company Balance Sheets at June 30, 2019 Interdyne Company Statements of Operations for the Years Ended June 30, 2019 Interdyne Company Statements of Stockholders’ Equity for the Years Ended June 30, 2019 Interdyne Company Statements of Cash Flows for the Years Ended June 30, 2019 Notes to Financial Statements b. No financial statement schedules are filed as part of this report. c. The following exhibits are filed as part of this report:
d. The following XBRL documents are filed as part of this report: 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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