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Interdyne (ITDN)

Filed: 29 Jan 21, 11:15am

 

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 December 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 January 29, 2021, 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 December 31, 2020 (unaudited) and June 30, 20203
Statements of Operations for the Three and Six Months ended December 31, 2020 and 2019 (unaudited)4
Statements of Stockholders’ Equity for the Six Months ended December 31, 2020 and 2019 (unaudited)5
Statements of Cash Flows for the Six Months ended December 31, 2020 and 2019 (unaudited)7
Notes to Unaudited Financial Statements8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations9
Item 3. Quantitative and Qualitative Disclosures about Market Risk9
Item 4. Controls and Procedures9
PART II. OTHER INFORMATION10
Item 1. Legal Proceedings10
Item 1A. Risk Factors10
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds10
Item 3. Defaults upon Senior Securities10
Item 4. Submission of Matters to a Vote of Security Holders10
Item 5. Other Information10
Item 6. Exhibits11
Signatures12

 

 2 

 

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

INTERDYNE COMPANY

BALANCE SHEETS

 

  December 31,
2020
 June 30,
2020
   (Unaudited)     
ASSETS        
CURRENT ASSETS        
Cash $65,016  $78,869 
Total current assets $65,016  $78,869 
TOTAL ASSETS $65,016  $78,869 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
CURRENT LIABILITIES        
Accrued professional fees $3,100  $10,100 
Due to related party  24,000   21,000 
Other accrued expenses  7,678   4,942 
Total current liabilities  34,778   36,042 
         
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, 2020 and June 30, 2020  500,000   500,000 
Accumulated deficit  (469,762)  (457,173)
Total stockholders’ equity $30,238  $42,827 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $65,016  $78,869 
         
The accompanying notes are an integral part of these unaudited financial statements.

 

 3 

 

 

 INTERDYNE COMPANY

STATEMENTS OF OPERATIONS

 

  Three Months Ended Six Months Ended
  December 31,
2020
 December 31, 2019 December 31, 2020 December 31, 2019
  (Unaudited) (Unaudited) (Unaudited) (Unaudited)
OPERATING EXPENSES                
Professional fees $2,500  $2,500  $5,028  $5,025 
General and administrative  1,868   1,868   3,761   3,761 
Management fees to related party  1,500   1,500   3,000   3,000 
Total expenses  5,868   5,868   11,789   11,786 
                 
LOSS BEFORE INCOME TAXES  (5,868)  (5,868)  (11,789)  (11,786)
                 
INCOME TAX EXPENSE  —     —     (800)  (800)
                 
NET LOSS $(5,868) $(5,868) $(12,589) $(12,586)
                 
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 STOCKHOLDERS’ EQUITY

For the Six Months Ended December 31, 2020

(Unaudited)

 

     Common Stock         
   Shares   Amount   Accumulated Deficit   

Total Stockholders’

Equity

 
Balance, June 30, 2020  39,999,942  $500,000  $(457,173) $42,827 
Net Loss        (6,721)  (6,721)
Balance, September 30, 2020  39,999,942  $500,000  $(463,894) $36,106 
Net Loss        (5,868)  (5,868)
Balance, December 31, 2020  39,999,942  $500,000  $(469,762) $30,238 

 

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

 

 5 

 

  

INTERDYNE COMPANY

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended December 31, 2019

(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 

 

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

 

 6 

 

 

INTERDYNE COMPANY

STATEMENTS OF CASH FLOWS

 

  Six Months Ended
  December 31,
2020
 December 31,
2019
  (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(12,589) $(12,586)
         
Adjustments to reconcile net loss to net cash used in operating activities        
Changes in operating assets and liabilities        
Due to related party  3,000   3,000 
Accrued professional fees  (7,000)  (5,600)
Other accrued expenses  2,736   24 
Net cash used in operating activities  (13,853)  (15,162)
CASH FLOWS FROM FINANCING ACTIVITIES        
Repayment to related party  —     (25)
Net cash used in financing activities  —     (25)
         
NET DECREASE IN CASH  (13,853)  (15,187)
CASH, BEGINNING OF PERIOD  78,869   100,392 
CASH, END OF PERIOD $65,016  $85,205 
         
Supplemental Cash Flow Disclosures        
Income taxes paid $800  $800 
Interest paid $—    $—   
         
NON-CASH TRANSACTION        
Operating expenses paid by related party $—    $25 
         
The accompanying notes are an integral part of these unaudited financial statements.

  

 

 7 

 

 

 

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 December 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, 2020, as filed with the Securities and Exchange Commission. The results of operations for the six months ended December 31, 2020 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2021.

  

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 the Company’s significant accounting policies.

 

Note 3. Related Party Transactions

 

An officer of the Company charged a management fee totaling $3,000 and $3,000 for the six months ended December 31, 2020 and 2019, respectively, for the use of a home office, accounting and other services. During the six months ended December 31, 2020 and 2019, the officer also paid operating expense of $0 and $25, respectively, on behalf of the Company and the latter payment was fully reimbursed to him. The balances due to this officer as of December 31, 2020 and June 30, 2020 were $24,000 and $21,000, 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 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.

 

 8 

 

 

 

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 December 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 December 31, 2020 because of the following material weaknesses as of December 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.

 

 9 

 

 

 

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.

 

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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

 

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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: January 29, 2021 By:/s/ Sun Tze Whang
  Sun Tze Whang
  Director / Chief Executive Officer
   
   
Date: January 29, 2021 By:/s/ Kit H. Tan
  Kit H. Tan
  Director / Chief Financial Officer / Principal Accounting Officer

 

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