UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2016
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: Not applicable
Commission file number 0-4454
INTERDYNE COMPANY
(Exact name of registrant as specified in its charter)
| CALIFORNIA | 95-2563023 | |||
| (State or other jurisdiction of incorporation or organization) |
| 26 Briarwood, Irvine, California | 92604 | |||
| (Address of principal executive offices) | (Zip Code) |
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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☒ No ☐
As of February 10,November 3, 2017, there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.
| 1 |
INTERDYNE COMPANY
FORM 10-Q
INDEX
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| 3 | ||
| Item 1. | Financial Statements | 3 |
| 2017 | 3 | |
| (unaudited) | 4 | |
| (unaudited) | 5 | |
| 6 | ||
| Item 2. | ||
| 7 | ||
| Item 3. | ||
| 7 | ||
| Item 4. | ||
| 7 | ||
| PART II. OTHER INFORMATION | 8 | |
| Item 1. Legal Proceedings | 8 | |
| Item 1A. Risk Factors | 8 | |
| Item 2. Unregistered Sale of Equity Securities and Use of Proceeds | 8 | |
| Item 3. Defaults upon Senior Securities | 8 | |
| Item 4. Submission of Matters to a Vote of Security Holders | 8 | |
| Item 5. Other Information | 8 | |
| Item 6. Exhibits | 9 | |
| Signatures |
| 2 | ||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INTERDYNE COMPANY
BALANCE SHEETS
September 30, 2017 | June 30, 2017 | ||||||||
| (Unaudited) | (Audited) | ||||||||
| ASSETS | |||||||||
| CURRENT ASSETS | |||||||||
| Cash | $ | 143,561 | $ | 147,611 | |||||
| Total current assets | $ | 143,561 | $ | 147,611 | |||||
| TOTAL ASSETS | $ | 143,561 | $ | 147,611 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| CURRENT LIABILITIES | |||||||||
| Accrued professional fees | $ | 6,375 | $ | 7,100 | |||||
| Due to related party | 4,525 | 3,000 | |||||||
| Other accrued expenses | 4,493 | 2,375 | |||||||
| Total current liabilities | 15,393 | 12,475 | |||||||
| 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 September 30, 2017 and June 30, 2017 | 500,000 | 500,000 | |||||||
| Accumulated deficit | (371,832 | ) | (364,864 | ) | |||||
| Total stockholders’ equity | $ | 128,168 | $ | 135,136 | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 143,561 | $ | 147,611 | |||||
| The accompanying notes are an integral part of these unaudited financial statements. | |||||||||
INTERDYNE COMPANY
| December 31, 2016 | June 30, 2016 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 156,357 | $ | 2,065 | ||||
| Due from related party | - | 194,104 | ||||||
| Total current assets | $ | 156,357 | $ | 196,169 | ||||
| TOTAL ASSETS | $ | 156,357 | $ | 196,169 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued professional fees | $ | 1,500 | $ | 6,600 | ||||
| Accrued management fees to related party | 1,500 | 21,500 | ||||||
| Other accrued expenses | 695 | 4,615 | ||||||
| Total current liabilities | 3,695 | 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 December 31, 2016 and June 30, 2016 | 500,000 | 500,000 | ||||||
| Accumulated deficit | (347,338 | ) | (336,546 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY | $ | 152,662 | $ | 163,454 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 156,357 | $ | 196,169 | ||||
STATEMENTS OF OPERATIONS
| Three Months Ended | |||||||||
September 30, 2017 | September 30, 2016 | ||||||||
| (Unaudited) | (Unaudited) | ||||||||
| OPERATING EXPENSES | |||||||||
| Professional fees | $ | 2,525 | $ | 2,296 | |||||
| General and administrative | 2,143 | 1,896 | |||||||
| Management fees to related party | 1,500 | 1,500 | |||||||
| Total expenses | 6,168 | 5,692 | |||||||
| OPERATING LOSS | (6,168 | ) | (5,692 | ) | |||||
| OTHER INCOME | |||||||||
| Interest from related party | — | 1,100 | |||||||
| Total other income | — | 1,100 | |||||||
| LOSS BEFORE INCOME TAXES | (6,168 | ) | (4,592 | ) | |||||
| INCOME TAX EXPENSE | (800 | ) | (800 | ) | |||||
| NET LOSS | $ | (6,968 | ) | $ | (5,392 | ) | |||
| 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 | |||||||
| The accompanying notes are an integral part of these unaudited financial statements. | |||||||||
| 4 |
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 31, 2016 | December 31, 2015 | December 31, 2016 | December 31, 2015 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Professional fees | $ | 1,500 | $ | 4,665 | $ | 3,796 | $ | 8,165 | ||||||||
| General and administrative | 2,400 | 2,083 | 4,296 | 4,069 | ||||||||||||
| Management fees to related party | 1,500 | 1,500 | 3,000 | 3,000 | ||||||||||||
| Total expenses | 5,400 | 8,248 | 11,092 | 15,234 | ||||||||||||
| OPERATING LOSS | (5,400 | ) | (8,248 | ) | (11,092 | ) | (15,234 | ) | ||||||||
| OTHER INCOME | ||||||||||||||||
| Interest from related party | - | 4,061 | 1,100 | 8,131 | ||||||||||||
| Total other income | - | 4,061 | 1,100 | 8,131 | ||||||||||||
| LOSS BEFORE INCOME TAXES | (5,400 | ) | (4,187 | ) | (9,992 | ) | (7,103 | ) | ||||||||
| INCOME TAX EXPENSE | - | - | (800 | ) | (800 | ) | ||||||||||
| NET LOSS | $ | (5,400 | ) | $ | (4,187 | ) | $ | (10,792 | ) | $ | (7,903 | ) | ||||
| NET LOSS PER COMMON SHARE | ||||||||||||||||
| BASIC AND DILUTED | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||||||||||||||
| BASIC AND DILUTED | 39,999,942 | 39,999,942 | 39,999,942 | 39,999,942 | ||||||||||||
INTERDYNE COMPANY
STATEMENT OF CASH FLOWS
| Three Months Ended | |||||||||
September 30, 2017 | September 30, 2016 | ||||||||
| (Unaudited) | (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
| Net loss | $ | (6,968 | ) | $ | (5,392 | ) | |||
| 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 | ) | ||||||
| Due to related party | 1,500 | (18,500 | ) | ||||||
| Accrued professional fees | (725 | ) | (2,554 | ) | |||||
| Other accrued expenses | 2,143 | (1 | ) | ||||||
| Net cash used in operating activities | (4,050 | ) | (27,547 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
| Cash received from related party | — | 195,204 | |||||||
| Net cash provided by investing activities | — | 195,204 | |||||||
| NET INCREASE (DECREASE) IN CASH | (4,050 | ) | 167,657 | ||||||
| CASH, BEGINNING OF PERIOD | 147,611 | 2,065 | |||||||
| CASH, END OF PERIOD | $ | 143,561 | $ | 169,722 | |||||
| Supplemental Cash Flow Disclosures | |||||||||
| Income taxes paid | $ | 800 | $ | 800 | |||||
| Interest paid | — | — | |||||||
| NON-CASH TRANSACTIONS | |||||||||
| Operation expenses paid by related party | $ | 25 | $ | 25 | |||||
| The accompanying notes are an integral part of these unaudited financial statements. | |||||||||
| 5 |
| Six Months Ended | ||||||||
| December 31, 2016 | December 31, 2015 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (10,792 | ) | $ | (7,903 | ) | ||
| 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 | ) | (8,131 | ) | ||||
| Accrued expenses | (29,020 | ) | 742 | |||||
| Net cash used in operating activities | (40,912 | ) | (15,292 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash received from related party | 195,204 | 18,975 | ||||||
| Net cash provided by investing activities | 195,204 | 18,975 | ||||||
| NET INCREASE IN CASH | 154,292 | 3,683 | ||||||
| CASH, BEGINNING OF PERIOD | 2,065 | 7,565 | ||||||
| CASH, END OF PERIOD | $ | 156,357 | $ | 11,248 | ||||
| Supplemental Cash Flow Disclosures | ||||||||
| Income taxes paid | $ | 800 | $ | 800 | ||||
| Interest paid | - | - | ||||||
INTERDYNE COMPANY
Note 1. Interim Financial Statements
The accompanying financial statements are unaudited, but in the opinion of the management of Interdyne Company (“the Company”), contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position as of December 31, 2016September 30, 2017 and the results of operations for the three and six months ended December 31,September 30, 2017 and 2016 and 2015 and changes in cash flows for the sixthree months ended December 31, 2016September 30, 2017 and 2015.2016. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report in Form 10-K as of June 30, 2016,2017, as filed with the Securities and Exchange Commission. The results of operations for the sixthree months ended December 31, 2016September 30, 2017 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2017.
Certain amounts from the prior period have been reclassified to conform to the current period presentation. This reclassification has no impact on the Company’s net earnings and financial position.
Note 2. Changes in Significant Accounting Policies
There are no newly issued accounting pronouncements that the Company expects to have a material effect on the financial statements and there have been no changes in our significant accounting policies.
Note 3. Related Party Transactions
An officer of the Company charged a management fee totaling $3,000$1,500 for each of the sixthree months ended December 31,September 30, 2017 and 2016, and 2015respectively, for the use of a home office, accounting and other services. During the three months ended September 30, 2017 and 2016, the officer also paid operating expense of $25 and $25, respectively, on behalf of the Company and these payments were or will be reimbursed to him. The balancesbalance due to this officer as of December 31, 2016September 30, 2017 and June 30, 20162017 was $4,525 and $3,000, respectively. The amounts due to this officer are unsecured, bearing no interest and are repayable on demand.
Note 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 $1,500related 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 $21,500, respectively.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.
| 6 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The Company is at present dormant and is looking for new opportunity.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
N/A
Item 4. Controls and Procedures
Our management, comprising the Chief Executive Officer and Chief Financial Officer/Principal Accounting Officer, is responsible for establishing and maintaining disclosure controls and procedures for the Company. It has designed such disclosure controls and procedures to ensure that material information is made known to it, particularly during the period in which this report was prepared.
As of the end of the period covered by this report, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (or Exchange Act)).
Based on this evaluation, as of the end of the period covered by this report, our management has concluded that our disclosure controls and procedures are not effective considering the fact that the Company, being dormant, has only one person on staff, the Chief Financial Officer/Principal Accounting Officer, to (1) handle all accounting transactions (consisting of primarilyOur 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). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016September 30, 2017 based on the criteria set forth in
Our independent auditors have not audited and are not required to audit this assessment of our internal control over financial reporting for the period covered by this report.
During our most recent fiscal three months, there has not occurred any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 7 |
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors.
None
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None
| Certification of the Company's Chief Executive Officer, Sun Tze Whang, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| Certification of the Company's Chief Financial Officer/Principal Accounting Officer, Kit H. Tan, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| Certification of the Company's Chief Executive Officer and Chief Financial Officer/Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 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 |
| 9 |
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 thereunto duly authorized.
| INTERDYNE COMPANY | ||
| (Registrant) | ||
| Date: | By: | /s/Sun Tze Whang |
| Sun Tze Whang | ||
| Director |
| Date: November 3, 2017 | By: | /s/Kit H. Tan |
| Kit H. Tan | ||
| Director |
| 10 |