Quarterly Report (10-q)
24 April 2020 - 11:10PM
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 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 class
|
Trading
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.
INTERDYNE
COMPANY
FORM
10-Q
INDEX
|
Page
|
PART
I. FINANCIAL INFORMATION
|
3
|
Item
1. Financial Statements
|
3
|
Balance
Sheets as of March 31, 2020 (unaudited) and June 30, 2019
|
3
|
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 Statements
|
7
|
Item
2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
8
|
Item
3. Quantitative and Qualitative Disclosures about Market Risk
|
8
|
Item
4. Controls and Procedures
|
8
|
PART
II. OTHER INFORMATION
|
9
|
Item
1. Legal Proceedings
|
9
|
Item
1A. Risk Factors
|
9
|
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds
|
9
|
Item
3. Defaults upon Senior Securities
|
9
|
Item
4. Submission of Matters to a Vote of Security Holders
|
9
|
Item
5. Other Information
|
9
|
Item
6. Exhibits
|
10
|
Signatures
|
11
|
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.
|
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.
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.
|
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.
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.
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.
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
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
|
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