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Interdyne (ITDN)

Filed: 24 Apr 20, 9:09am

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2020

 

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) (I.R.S Employer Identification No.) 
     
 26 Briarwood, Irvine, California 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 classTrading Symbol(s)Name of each exchange on which registered

 

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 Web site, 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. 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 ☒
  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 mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒  No ☐

 

As of April  24, 2020, 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 INFORMATION3
Item 1. Financial Statements3
Balance Sheets as of March 31, 2020 (unaudited) and June 30, 20193
Statements of Operations for the three months ended March 31, 2020 and March 31, 2019 and for the nine months ended March 31, 2020 and 2019 (unaudited)4
Statements of Stockholders’ Equity for the nine months ended March 31, 2020 and for the nine months ended March 31, 2019 (Unaudited)5
Statements of Cash Flows for the nine months ended March 31, 2020 and 2019 (unaudited)6
Notes to Unaudited Financial Statements7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations8
Item 3. Quantitative and Qualitative Disclosures about Market Risk8
Item 4. Controls and Procedures8
PART II. OTHER INFORMATION9
Item 1. Legal Proceedings9
Item 1A. Risk Factors9
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds9
Item 3. Defaults upon Senior Securities9
Item 4. Submission of Matters to a Vote of Security Holders9
Item 5. Other Information9
Item 6. Exhibits10
Signatures11

 

 2 

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

INTERDYNE COMPANY

BALANCE SHEETS

 

  March 31,
2020
 June 30,
2019
   (Unaudited)     
ASSETS        
CURRENT ASSETS        
Cash $79,469  $100,392 
Total current assets $79,469  $100,392 
TOTAL ASSETS $79,469  $100,392 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
CURRENT LIABILITIES        
Accrued professional fees $2,500  $8,100 
Due to related party  19,500   15,000 
Other accrued expenses  2,373   3,742 
Total current liabilities  24,373   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 March 31, 2020 and June 30, 2019  500,000   500,000 
Accumulated deficit  (444,904)  (426,450)
Total stockholders’ equity $55,096  $73,550 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $79,469  $100,392 
         
The accompanying notes are an integral part of these unaudited financial statements.

 

 3 

 

 

 INTERDYNE COMPANY

STATEMENTS OF OPERATIONS

 

  Three Months Ended Nine Months Ended
  March 31,
2020
 March 31, 2019 March 31, 2020 March 31, 2019
  (Unaudited) (Unaudited) (Unaudited) (Unaudited)
OPERATING EXPENSES                
Professional fees $2,500  $2,500  $7,525  $7,525 
General and administrative  1,868   1,869    5,629   5,642 
Management fees to related party  1,500   1,500   4,500   4,500 
Total expenses  5,868   5,869    17,654   17,667 
                 
LOSS BEFORE INCOME TAXES  (5,868)  (5,869 )  (17,654)  (17,667)
                 
INCOME TAX EXPENSE  —     —     (800)  (800)
                 
NET LOSS $(5,868) $(5,869) $(18,454) $(18,467)
                 
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 

 

The accompanying notes are an integral part of these unaudited financial statements. 

 4 

 

INTERDYNE COMPANY

STATEMENTS OF CASH FLOWS

 

  Nine Months Ended
  March 31,
2020
 March 31,
2019
  (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(18,454) $(18,467)
         
Adjustments to reconcile net loss to net cash used in operating activities        
Changes in operating assets and liabilities        
Due to related party  4,500   4,500 
Accrued professional fees  (5,600)  (4,600)
Other accrued expenses  (1,344  (2,620)
Net cash used in operating activities  (20,898)  (21,187)
CASH FLOWS FROM FINANCING ACTIVITIES        
Repayment to related party  (25)  (25)
Net cash used in financing activities  (25)  (25)
         
NET DECREASE IN CASH  (20,923)  (21,212)
CASH, BEGINNING OF PERIOD  100,392   124,604 
CASH, END OF PERIOD $79,469  $103,392 
         
Supplemental Cash Flow Disclosures        
Income taxes paid $800  $800 
Interest paid $—    $—   
         
NON-CASH TRANSACTION        
Operating expenses paid by related party $25  $25 
         
The accompanying notes are an integral part of these unaudited financial statements.

 

 5 

 

 

INTERDYNE COMPANY

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Nine Months Ended March 31, 2020

(Unaudited)

 

  Common Stock    
  Shares Amount Accumulated Deficit Total Stockholders’ Equity
Balance, June 30, 2019  39,999,942  $500,000  $(426,450) $73,550 
Net Loss          (6,718)  (6,718)
Balance, September 30, 2019  39,999,942  $500,000  $(433,168) $66,832 
Net Loss          (5,868)  (5,868)
Balance, December 31, 2019  39,999,942  $500,000  $(439,036) $60,964 
Net Loss          (5,868)  (5,868)
Balance, March 31, 2020  39,999,942  $500,000  $(444,904) $55,096 

  

The accompanying notes are an integral part of these unaudited financial statements. 

 

INTERDYNE COMPANY

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Nine Months Ended March 31, 2019

(Unaudited)

 

   Common Stock         
   Shares   Amount   Accumulated Deficit   

Total Stockholders’

Equity

 
Balance, June 30, 2018  39,999,942  $500,000  $(395,315) $104,685 
Net Loss          (6,719)  (6,719)
Balance, September 30, 2018  39,999,942  $500,000  $(402,034) $97,966 
Net Loss          (5,879)  (5,879)
Balance, December 31, 2018  39,999,942  $500,000  $(407,913) $ 92,087 
Net Loss          (5,869)  (5,869)
Balance, March 31, 2019  39,999,942  $500,000  $(413,782) $86,218 

 

The accompanying notes are an integral part of these unaudited financial statements. 

 

 6 

 

 

INTERDYNE COMPANY 

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

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 March 31, 2020 and the results of operations, cash flows and changes in stockholders’ equity for interim periods presented. 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, 2019, as filed with the Securities and Exchange Commission. The results of operations for the nine months ended March 31, 2020 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2020.

  

Note 2. Changes in Significant Accounting Policies

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In December 2017, January 2018, July 2018, December 2018 and March 2019, the FASB issued ASU 2017-13, ASU 2018-01, ASU 2018-10 & 11, ASU 2018-20 and ASU 2019-01, respectively, which contain modifications and improvements to ASU 2016-02. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under the Optional Transition Method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

On July 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. The adoption did not impact the Company’s previously reported financial statements nor did it result in a cumulative effect adjustment to retained earnings as of July 1, 2019. 

 

Note 3. Related Party Transactions

 

An officer of the Company charged a management fee totalling $4,500 and $4,500 for the nine months ended March 31, 2020 and 2019, respectively, for the use of a home office, accounting and other services. During the nine months ended March 31, 2020 and 2019, the officer also paid operating expense of $25 and $25, respectively, on behalf of the Company and these payments were fully reimbursed to him. The balances due to this officer as of March 31, 2020 and June 30, 2019 were $19,500 and $15,000, 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 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.

 

 7 

 

 

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 opportunities.

 

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 primarily paying all expenses, including fees to this same officer); (2) reconcile the bank account, and (3) prepare all financial statement disclosures. The above duties have no supervision or review to insure proper segregation of duties and review of disclosures. As a result, material weaknesses over disclosure controls and procedures exist.

 

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, 2020 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of March 31, 2020 because of the following material weaknesses as of March 31, 2020: (i) lack of supervision or review to insure proper internal control over financial reporting, (ii) inadequate segregation of duties and effective risk assessment, (iii) lack of well-established procedures to authorize and approve related party transactions. As a result, material weaknesses over internal control over financial reporting exist.

 

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.

 

 8 

 

 

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.

 

 9 

 

 

Item 6. Exhibits

 

Exhibit No.Description
31.1Certification of the Company's Chief Executive Officer, Sun Tze Whang, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of the Company's Chief Financial Officer/Principal Accounting Officer, Kit H. Tan, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32Certification 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.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

 

 10 

 

 

SIGNATURES

 

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 24, 2020 By:/s/ Sun Tze Whang
  Sun Tze Whang
  Director / Chief Executive Officer
   
   
Date: April 24, 2020  By:/s/ Kit H. Tan
  Kit H. Tan
  Director / Chief Financial Officer / Principal Accounting Officer

 

 11