UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X|
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2009
OR
|_|
o 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
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2563023
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Flagstone Apt 425, Irvine, California 92620
(Address of principal executive offices) (Zip Code)
| CALIFORNIA | 95-2563023 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| |
| 2 Flagstone Apt 425, Irvine, California | 92606 |
| (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 |X|x No |_|
o
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 |X|
(do not check if a smaller reporting company)
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company x |
| (do 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 |X|x No |_|
o
As of AprilOctober 30, 2009, there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.
Exhibit Index Page No.: None
FORM 10-Q
INDEX
| Page |
| |
| PART I. FINANCIAL INFORMATION | |
| | |
| Item 1. | Financial Statements | |
| | |
| | 3 |
| | |
| | 4 |
| | |
| | 5 |
| | |
| | 6 |
| | |
| Item 2. | | 8 |
| | |
| Item 3. | | 8 |
| | |
| | |
| PART II. OTHER INFORMATION | |
| | |
| Item 6. | | 9 |
| | |
| 9 |
FINANCIAL INFORMATION
Page No.
--------
Item 1. Financial Statements
Balance Sheets as of March 31, 2009 and June 30, 2008 .......... 3
Statements of Operations for the Quarter and Nine Months
ended March 31, 2009 and March 31, 2008 ........................ 4
Statements of Cash Flows for the Nine Months ended
March 31, 2009 and March 31, 2008 .............................. 5
Notes to Financial Statements .................................. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .................. 8
Item 4. Controls and Procedures ........................................ 8
PART II. OTHER INFORMATION
Item 6. Exhibits ....................................................... 9
Signatures ............................................................. 9
2
FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
31-Mar-09 Jun-30-08
--------- ---------
(Unaudited) (Audited)
$ $
ASSETS
CURRENT ASSETS
Cash 243 1,618
Due from affiliates 264,953 263,830
---------- ----------
TOTAL CURRENT ASSETS 265,196 265,448
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued professional fees 7,200 9,350
Accrued management fees to related party 23,170 18,670
Other accrued expenses 5,001 5,454
---------- ----------
TOTAL CURRENT LIABILITIES 35,371 33,474
---------- ----------
STOCKHOLDERS' EQUITY
Preferred stock, no par value, authorized
50,000,000 shares, no shares outstanding --
Common stock, no par value, 100,000,000
shares authorized, 40,000,000 shares
issued and to be issued 500,000 500,000
Deficit since May 29, 1990 (270,175) (268,026)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 229,825 231,974
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 265,196 265,448
========== ==========
SHEET
| | | 30-Sep-09 | | | 30-Jun-09 | |
| | | (Unaudited) | | | (Audited) | |
| | | | | | | |
| ASSETS | | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash | | $ | 1,290 | | | $ | 208 | |
| Due from affiliate | | | 269,981 | | | | 267,281 | |
| TOTAL CURRENT ASSETS | | $ | 271,271 | | | $ | 267,489 | |
| | | | | | | | | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| Accrued professional fees | | $ | 10,000 | | | $ | 8,350 | |
| Accrued management fees to related party | | | 26,170 | | | | 24,670 | |
| Other accrued expenses | | | 6,922 | | | | 5,582 | |
| | | | - | | | | - | |
| TOTAL CURRENT LIABILITIES | | $ | 43,092 | | | $ | 38,602 | |
| | | | | | | | | |
| | | | | | | | | |
| STOCKHOLDERS' EQUITY | | | | | | | | |
| Preferred stock, no par value, authorized 50,000,000 shares, no shares outstanding | | | - | | | | - | |
| Common stock, no par value, 100,000,000 shares authorized, 40,000,000 shares issued and to be issued | | $ | 500,000 | | | $ | 500,000 | |
| Deficit since May 29, 1990 | | | (271,821 | ) | | | (271,113 | ) |
| TOTAL STOCKHOLDERS' EQUITY | | $ | 228,179 | | | $ | 228,887 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 271,271 | | | $ | 267,489 | |
STATEMENTS OF OPERATIONS
Quarter Ended Nine Months Ended
Mar 31, 2009 Mar 31, 2008 Mar 31, 2009 Mar 31, 2008
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
INCOME
Interest earned 5,555 5,412 16,585 16,221
---------- ---------- ---------- ----------
TOTAL INCOME 5,555 5,412 16,585 16,221
---------- ---------- ---------- ----------
EXPENSES
General and administrative 4,240 3,791 13,434 11,303
Management Fees 1,500 1,500 4,500 4,500
---------- ---------- ---------- ----------
5,740 5,291 17,934 15,803
---------- ---------- ---------- ----------
NET PROFIT/(LOSS)
BEFORE TAXATION (185) 121 (1,349) 418
TAXATION 0 0 (800) (800)
---------- ---------- ---------- ----------
NET PROFIT/(LOSS)
AFTER TAXATION (185) 121 (2,149) (382)
========== ========== ========== ==========
EARNING/(LOSS) PER SHARE ($0.0000) $ 0.0000 ($0.0001) ($0.0000)
========== ========== ========== ==========
| | | Quarter Ended | |
| | | 30-Sep-09 | | | 30-Sep-08 | |
| | | (Unaudited) | | | (Unaudited) | |
| | | | | | | |
| | | | | | | |
| INCOME | | | | | | |
| Interest earned | | $ | 5,672 | | | $ | 5,544 | |
| | | | | | | | | |
| EXPENSES | | | | | | | | |
| General and administrative | | | 4,080 | | | | 4,014 | |
| Management Fees | | | 1,500 | | | | 1,500 | |
| | | $ | 5,580 | | | $ | 5,514 | |
| | | | | | | | | |
| | | | | | | | | |
| NET INCOME BEFORE TAXATION | | $ | 92 | | | $ | 30 | |
| | | | | | | | | |
| TAXATION | | | (800 | ) | | | (800 | ) |
| NET LOSS AFTER TAXATION | | $ | (708 | ) | | $ | (770 | ) |
| NET LOSS PER SHARE | | $ | (0.0000 | ) | | $ | (0.0000 | ) |
STATEMENTS OF CASH FLOWS
For Nine Months Ended
Mar 31, 2009 Mar 31, 2008
------------ ------------
(Unaudited) (Unaudited)
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (2,149) (382)
---------- ----------
Adjustments to reconcile net loss
to net cash used in operating activities:
Change in operating assets and liabilities:
Due from affiliates (1,123) (3,721)
Accrued expenses 1,897 4,163
---------- ----------
Total adjustments 774 442
---------- ----------
Net cash generated/(used)
in operating activities (1,375) 60
CASH, BEGINNING OF PERIOD 1,618 2,960
---------- ----------
CASH, END OF PERIOD 243 3,020
========== ==========
| | | For Quarter Ended | |
| | | 30-Sep-09 | | | 30-Sep-08 | |
| | | (Unaudited) | | | (Unaudited) | |
| | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| | | | | | | |
| Net loss | | $ | (708 | ) | | $ | (770 | ) |
| | | | | | | | | |
| Adjustments to reconcile net loss to net cash generated from/(used in) operating activities : | | | | | | | | |
| Increase/decrease resulting from changes in : | | | | | | | | |
| Due from affiliate - decrease/(increase) | | | (2,700 | ) | | | 1,456 | |
| Other accounts payable and accrued expenses - (decrease)/increase | | | 4,490 | | | | (185 | ) |
| Total adjustments | | | 1,790 | | | | 1,271 | |
| | | | | | | | | |
| NET CASH GENERATED FROM/(USED IN)OPERATING ACTIVITIES | | | 1,082 | | | | 501 | |
| | | | | | | | | |
| Cash at beginning of period | | | 208 | | | | 1,618 | |
| | | | | | | | | |
| | | | | | | | | |
| Cash at end of period | | $ | 1,290 | | | $ | 2,119 | |
NOTE TO FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
The accompanying financial statements are unaudited, but in the opinion of the management of the Company, contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position at March
31,September 30, 2009 and the results of operations for the quarter and nine months ended March 31,September 30, 2009 and 2008 and changes in cash flows for the nine monthsquarter ended March 31,September 30, 2009 and 2008. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles 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-KSB10-K as of June 30, 2008,2009, as filed with the Securities and Exchange Commission. The results of operations for the quarter ended March 31,September 30, 2009 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2009.
2010.
Note 2. Changes in Significant Accounting Policies
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurement, effective July 1, 2008. SFAS No. 157 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date and establishes a framework for measuring fair value. It establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and expands the disclosures about instruments measured at fair value. SFAS No. 157 requires consideration of a company's own creditworthiness when valuing liabilities.
The Company also adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, effective July 1, 2008. SFAS No. 159 provides an option to elect fair value as an alternative measurement basis for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments which are not subject to fair value under other accounting standards. As a result of adopting SFAS No. 159, the Company did not elect fair value accounting for any other assets and liabilities not previously carried at fair value.
Determination of Fair Value
At March 31,September 30, 2009, the Company applied fair value to all assets based on quoted market prices, where available. For financial instruments for which quotes from recent exchange transactions are not available, the Company determines fair value based on discounted cash flow analysis and comparison to similar instruments. Discounted cash flow analysis is dependent upon estimated future cash flows and the level of interest rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value.
The methods described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If readily determined market values became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its methods of determining fair value are appropriate and consistent with other market participants.
However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.
Valuation Hierarchy
SFAS No. 157 establishes a three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:
Level 1. Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets and liabilities include debt and equity securities and derivative financial instruments actively traded on exchanges, as well as U.S. Treasury securities and U.S. Government and agency mortgage-backed securities that are actively traded in highly liquid over the counter markets.
Level 2. Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs that are observable or can be corroborated, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 assets and liabilities include debt instruments that are traded less frequently than exchange traded securities and derivative instruments whose model inputs are observable in the market or can be corroborated by market observable data. Examples in this category are certain variable and fixed rate non-agency mortgage-backed securities, corporate debt securities and derivative contracts.
Level 3. Inputs to the valuation methodology are unobservable but significant to the fair value measurement. Examples in this category include interests in certain securitized financial assets, certain private equity investments, and derivative contracts that are highly structured or long-dated.
Application of Valuation Hierarchy
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Due from Affiliate. Market prices are not available for the Company's loan due from an affiliate. As a result, the Company bases the fair value utilizing an internally-developed discounted cash flow model which includes assumptions regarding prepayment, the risk of default and the LIBOR forward interest rate curve. The loan due from the affiliate is carried at lower of cost or fair value and is classified within Level 3 of the valuation hierarchy.
The following table presents the financial instruments carried at fair value as of March 31,September 30, 2009, by caption on the consolidated balance sheet and by SFAS No. 157 valuation hierarchy described above.
Assets measured at
Assets measured at fair value on a recurring and nonrecurring basis at September 30, 2009: | | | Level 1 | | | Level 2 | | | Level 3 | | | Total carrying value | |
| | | | | | | | | | | | | | |
| Nonrecurring: | | | | | | | | | | | | | |
| Loan held for sale | | | | - | | | | - | | | | 269,981 | | | | 269,981 | |
| | | | | | | | | | | | | | | | | | |
| Total assets at fair value | | | $ | - | | | $ | - | | | $ | 269,981 | | | $ | 269,981 | |
Level 3 Gains and Losses
The following table sets forth a summary of changes in the fair value on a
recurring and Total
nonrecurring basis carrying
at March 31, 2009: Level 1 Level 2 Levelof the Company’s level 3 value
------------------------ -------- -------- --------- ----------
Nonrecurring:
Due from Affiliate -- -- 264,953 264,953
-------- -------- --------- ----------
Total assets at fair value $ -- $ -- $ 264,953 $ 264,953
======== ======== ========= ==========
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
for the quarter ended September 30, 2009.
| LEVEL 3 ASSETS | |
| Quarter Ended September 30, 2009 | |
| | | Due from Affiliate | |
| | | | |
| Balance - July 1, 2009 | | $ | 267,281 | |
| Advances and (repayments), net | | | 2,700 | |
| Balance - September 30, 2009 | | $ | 269,981 | |
| Management's Discussion and Analysis of Financial Condition and Results of Operations |
The Company is at present dormant and is looking for new opportunities.
opportunity.
The cash needs of the Company will be funded by collections from amount due from its affiliate.
Item 4. Controls and Procedures
Our management, comprising the Chief Executive Officer and the Chief Financial 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 effective considering the fact that the Company is dormant.
Our 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 March 31,September 30, 2009 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31,September 30, 2009 considering the fact that the Company is dormant.
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 quarter, 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.
PART II. OTHER INFORMATION
Item 6. Exhibits
a. 31.1 Certification of the Company's Chief Executive Officer, Sun
Tze Whang, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
b. 31.2 Certification of the Company's Chief Financial Officer, Kit
H. Tan, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
c. 32 Certification of the Company's Chief Executive Officer and
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
| a. | 31.1 Certification of the Company's Chief Executive Officer, Sun Tze Whang, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| b. | 31.2 Certification of the Company's Chief Financial Officer, Kit H. Tan, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| c. | 32 Certification of the Company's Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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: April 30, 2009 By: /s/Sun Tze Whang
----------------
Sun Tze Whang
Director /Chief Executive Officer
By: /s/Kit H. Tan
-------------
Kit H. Tan
Director /Chief Financial Officer
| INTERDYNE COMPANY |
| (Registrant) |
| | |
| | |
| Date : November 7, 2009 | By : | /s/Sun Tze Whang |
| | Sun Tze Whang |
| Director /Chief Executive Officer |
| | |
| By : | /s/Kit H. Tan |
| | Kit H. Tan |
| Director /Chief Financial Officer |
9