Quarterly Report (10-q)
November 02 2018 - 10:34AM
Edgar (US Regulatory)
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 September 30,
2018
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)
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CALIFORNIA
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95-2563023
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S
Employer Identification No.)
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26
Briarwood, Irvine, California
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92604
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(Address
of principal executive offices)
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(Zip
Code)
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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
☐
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Accelerated
filer
☐
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Non-accelerated filer
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Smaller
reporting company
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(do
not check if smaller reporting company)
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Emerging growth company ☒
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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 November 2, 2018
,
there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.
INTERDYNE COMPANY
FORM 10-Q
INDEX
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Page
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PART I. FINANCIAL INFORMATION
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3
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Item 1. Financial Statements
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3
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Balance Sheets as of
September 30, 2018 (unaudited) and June 30, 2018
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3
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Statements of Operations
for the Three Months ended September 30, 2018 and 2017 (unaudited)
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4
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Statements of Cash Flows
for the Three Months ended September 30, 2018 and 2017 (unaudited)
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5
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Notes to Unaudited Financial
Statements
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6
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Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
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7
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Item 3. Quantitative and Qualitative Disclosures
about Market Risk
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7
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Item 4. Controls and Procedures
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7
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PART II. OTHER INFORMATION
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8
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Item 1. Legal Proceedings
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8
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Item 1A. Risk Factors
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8
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Item 2. Unregistered Sale of Equity Securities
and Use of Proceeds
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8
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Item 3. Defaults upon Senior Securities
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8
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Item 4. Submission of Matters to a Vote
of Security Holders
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8
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Item 5. Other Information
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8
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Item 6. Exhibits
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9
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Signatures
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10
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INTERDYNE COMPANY
BALANCE SHEETS
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September 30,
2018
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June 30,
2018
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(Unaudited)
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ASSETS
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CURRENT ASSETS
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Cash
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$
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114,811
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$
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124,604
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Total current assets
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$
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114,811
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$
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124,604
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TOTAL ASSETS
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$
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114,811
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$
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124,604
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accrued professional fees
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$
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2,500
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$
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7,100
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Due to related party
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10,525
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9,000
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Other accrued expenses
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3,820
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3,819
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Total current liabilities
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16,845
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19,919
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STOCKHOLDERS' EQUITY
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Preferred stock, no par value, 50,000,000 shares authorized,
0 shares issued and outstanding
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—
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—
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Common stock, no par value,
100,000,000 shares authorized, 39,999,942 shares issued and outstanding as of September 30, 2018 and June 30, 2018
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500,000
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500,000
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Accumulated deficit
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(402,034
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)
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(395,315
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)
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Total stockholders’ equity
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$
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97,966
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$
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104,685
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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114,811
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$
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124,604
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The accompanying notes are an integral part of these unaudited financial statements.
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INTERDYNE COMPANY
STATEMENTS OF OPERATIONS
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Three Months Ended
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September 30,
2018
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September 30,
2017
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(Unaudited)
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(Unaudited)
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OPERATING EXPENSES
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Professional fees
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$
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2,525
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$
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2,525
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General and administrative
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1,894
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2,143
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Management fees to related party
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1,500
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1,500
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Total expenses
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5,919
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6,168
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LOSS BEFORE INCOME TAXES
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(5,919
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)
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(6,168
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)
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INCOME TAX EXPENSE
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(800
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)
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(800
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NET LOSS
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$
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(6,719
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)
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$
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(6,968
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)
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NET LOSS PER COMMON SHARE BASIC AND DILUTED
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$
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(0.00
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)
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$
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(0.00
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)
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED
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39,999,942
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39,999,942
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The accompanying notes are an integral part of these unaudited financial statements.
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INTERDYNE COMPANY
STATEMENTS OF CASH FLOWS
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Three Months Ended
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September 30,
2018
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September 30,
2017
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(Unaudited)
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(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(6,719
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$
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(6,968
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Adjustments to reconcile net loss to net cash used in operating activities
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Changes in operating assets and liabilities
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Due to related party
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1,500
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1,500
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Accrued professional fees
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(4,600
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(725
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Other accrued expenses
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26
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2,143
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Net cash used in operating activities
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(9,793
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(4,050
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NET DECREASE IN CASH
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(9,793
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(4,050
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CASH, BEGINNING OF PERIOD
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124,604
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147,611
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CASH, END OF PERIOD
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$
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114,811
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$
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143,561
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Supplemental Cash Flow Disclosures
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Income taxes paid
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$
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800
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$
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800
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Interest paid
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$
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—
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$
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—
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NON-CASH TRANSACTION
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Operating expenses paid by related party
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$
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25
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$
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25
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The accompanying notes are an integral part of these unaudited financial statements.
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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 September 30, 2018 and the results
of operations for the three months ended September 30, 2018 and 2017 and changes in cash flows for the three months ended September
30, 2018 and 2017. 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, 2018,
as filed with the Securities and Exchange Commission. The results of operations for the three months ended September 30, 2018
are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2019.
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 $1,500 for the three months ended September 30, 2018 and 2017, respectively, for
the use of a home office, accounting and other services. During the three months ended September 30, 2018 and 2017, the officer
also paid operating expense of $25 and $25, respectively, on behalf of the Company. The balances due to this officer as of September
30, 2018 and June 30, 2018
were $10,525 and $9,000,
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.
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 September 30, 2018 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 September 30, 2018 because of the following material
weaknesses
as of September 30, 2018: (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.
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.
Item 6. Exhibits
Exhibit
No.
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Description
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31.1
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Certification of the Company's Chief Executive
Officer, Sun Tze Whang, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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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.
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32
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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.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
Document
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101.PRE
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XBRL 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.
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INTERDYNE COMPANY
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(Registrant)
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Date: November 2, 2018
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By:
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/s/
Sun Tze Whang
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Sun Tze Whang
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Director / Chief Executive Officer
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Date: November 2, 2018
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By:
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/s/
Kit H. Tan
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Kit H. Tan
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Director / Chief Financial Officer / Principal
Accounting Officer
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