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, 2019

☐ 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 January 23, 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 December 31, 2019 (unaudited) and June 30, 2019	3
Statements of Operations for the Three and Six Months ended December 31, 2019 and 2018 (unaudited)	4
Statements of Cash Flows for the Six Months ended December 31, 2019 and 2018 (unaudited)	5
Statements of Stockholders’ Equity for the Six Months ended December 31, 2019 and 2018 (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

	December 31, 2019			June 30, 2019
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	85,205		$	100,392
Total current assets	$	85,205		$	100,392
TOTAL ASSETS	$	85,205		$	100,392

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued professional fees	$	2,500		$	8,100
Due to related party		18,000			15,000
Other accrued expenses		3,741			3,742
Total current liabilities		24,241			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 December 31, 2019 and June 30, 2019		500,000			500,000
Accumulated deficit		(439,036	)		(426,450	)
Total stockholders’ equity	$	60,964		$	73,550
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	85,205		$	100,392

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

INTERDYNE COMPANY

STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	December 31, 2019			December 31, 2018			December 31, 2019			December 31, 2018
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
OPERATING EXPENSES
Professional fees	$	2,500		$	2,500		$	5,025		$	5,025
General and administrative		1,868			1,879			3,761			3,773
Management fees to related party		1,500			1,500			3,000			3,000
Total expenses		5,868			5,879			11,786			11,798

LOSS BEFORE INCOME TAXES		(5,868	)		(5,879	)		(11,786	)		(11,798	)

INCOME TAX EXPENSE		—			—			(800	)		(800	)

NET LOSS	$	(5,868	)	$	(5,879	)	$	(12,586	)	$	(12,598	)

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

	Six Months Ended
	December 31, 2019			December 31, 2018
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(12,586	)	$	(12,598	)

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		(5,600	)		(4,000	)
Other accrued expenses		24			(1,175	)
Net cash used in operating activities		(15,162	)		(14,773	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to related party		(25	)		(25	)
Net cash used in financing activities		(25	)		(25	)

NET DECREASE IN CASH		(15,187	)		(14,798	)
CASH, BEGINNING OF PERIOD		100,392			124,604
CASH, END OF PERIOD	$	85,205		$	109,806

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 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.

INTERDYNE COMPANY

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended December 31, 2018

(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

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 December 31, 2019 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 six months ended December 31, 2019 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 $3,000 and $3,000 for the six months ended December 31, 2019 and 2018, respectively, for the use of a home office, accounting and other services. During the six months ended December 31, 2019 and 2018, 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 December 31, 2019 and June 30, 2019 were $18,000 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 December 31, 2019 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, 2019 because of the following material weaknesses as of December 31, 2019: (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.	Description
31.1	Certification of the Company's Chief Executive Officer, Sun Tze Whang, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	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.
32	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.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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 23, 2020	By:	/s/ Sun Tze Whang
		Sun Tze Whang
		Director / Chief Executive Officer


Date: January 23, 2020	By:	/s/ Kit H. Tan
		Kit H. Tan
		Director / Chief Financial Officer / Principal Accounting Officer

INTERDYNE CO 10-Q