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

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

For the quarterly period ended March 31,September 30, 2017


OR


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

☐ 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

(Exact name of registrant as specified in its charter)


CALIFORNIA 95-2563023
(State or other jurisdiction of incorporation or organization)  (I.R.S.(I.R.S Employer Identification No.)
   
26 Briarwood, Irvine, California 92604
(Address of principal executive offices) (Zip Code)

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 ☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☒
(do not check if a 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 May 8,November 3, 2017, there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.

1

Exhibit Index Page No.:  8


INTERDYNE COMPANY


FORM 10-Q


INDEX


 Page
PART I. FINANCIAL INFORMATION
3
Item 1.Financial Statements3
20173
4
5
6
Item 2.6
7
Item 3.6
7
Item 4.6
7
PART II. OTHER INFORMATION8
Item 1. Legal Proceedings8
Item 1A. Risk Factors8
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds8
Item 3. Defaults upon Senior Securities8
Item 4. Submission of Matters to a Vote of Security Holders8
Item 5. Other Information8
Item 6. Exhibits9
Signatures810

 2 
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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INTERDYNE COMPANY

BALANCE SHEETS

  

September 30,

2017

 

June 30,

2017

  (Unaudited) (Audited)
ASSETS    
CURRENT ASSETS        
Cash $143,561  $147,611 
Total current assets $143,561  $147,611 
TOTAL ASSETS $143,561  $147,611 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
CURRENT LIABILITIES        
Accrued professional fees $6,375  $7,100 
Due to related party  4,525   3,000 
Other accrued expenses  4,493   2,375 
Total current liabilities  15,393   12,475 
         
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 September 30, 2017 and June 30, 2017  500,000   500,000 
Accumulated deficit  (371,832)  (364,864)
Total stockholders’ equity $128,168  $135,136 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $143,561  $147,611 
         
The accompanying notes are an integral part of these unaudited financial statements.

PART I.FINANCIAL INFORMATION3

INTERDYNE COMPANY

STATEMENTS OF OPERATIONS

  Three Months Ended
  

September 30,

2017

 

September 30,

2016

  (Unaudited) (Unaudited)
OPERATING EXPENSES        
Professional fees $2,525  $2,296 
General and administrative  2,143   1,896 
Management fees to related party  1,500   1,500 
Total expenses  6,168   5,692 
         
OPERATING LOSS  (6,168)  (5,692)
         
OTHER INCOME        
Interest from related party  —     1,100 
Total other income  —     1,100 
         
LOSS BEFORE INCOME TAXES  (6,168)  (4,592)
         
INCOME TAX EXPENSE  (800)  (800)
         
NET LOSS $(6,968) $(5,392)
         
NET LOSS PER COMMON SHARE        
BASIC AND DILUTED $(0.00) $(0.00)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        
BASIC AND DILUTED  39,999,942   39,999,942 
         
The accompanying notes are an integral part of these unaudited financial statements.

Item 1.
Financial Statements
4

INTERDYNE COMPANY

BALANCE SHEETS

  March 31, 2017  June 30, 2016 
  (Unaudited)  (Audited) 
ASSETS      
CURRENT ASSETS      
Cash $152,572  $2,065 
Due from related party  -   194,104 
Total current assets $152,572  $196,169 
TOTAL ASSETS $152,572  $196,169 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
CURRENT LIABILITIES        
Accrued professional fees $1,500  $6,600 
Accrued management fees to related party  1,500   21,500 
Other accrued expenses  2,063   4,615 
Total current liabilities  5,063   32,715 
         
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, 2017 and June 30, 2016  500,000   500,000 
Accumulated deficit  (352,491)  (336,546)
TOTAL STOCKHOLDERS' EQUITY $147,509  $163,454 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $152,572  $196,169 

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, 2017  March 31, 2016  March 31, 2017  March 31, 2016 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
OPERATING EXPENSES            
Professional fees $1,500  $6,200  $5,296  $14,365 
General and administrative  2,153   1,942   6,449   6,011 
Management fees to related party  1,500   1,500   4,500   4,500 
Total expenses  5,153   9,642   16,245   24,876 
                 
OPERATING LOSS  (5,153)  (9,642)  (16,245)  (24,876)
                 
OTHER INCOME                
Interest from related party  -   3,982   1,100   12,113 
Total other income  -   3,982   1,100   12,113 
                 
LOSS BEFORE INCOME TAXES  (5,153)  (5,660)  (15,145)  (12,763)
                 
INCOME TAX EXPENSE  -   -   (800)  (800)
                 
NET LOSS $(5,153) $(5,660) $(15,945) $(13,563)
                 
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

STATEMENT OF CASH FLOWS

  Three Months Ended
  

September 30,

2017

 

September 30,

2016

  (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(6,968) $(5,392)
         
Adjustments to reconcile net loss to net cash used in operating activities        
Changes in operating assets and liabilities        
 Interest due from related party  —     (1,100)
 Due to related party  1,500   (18,500)
 Accrued professional fees  (725)  (2,554)
 Other accrued expenses  2,143   (1)
Net cash used in operating activities  (4,050)  (27,547)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Cash received from related party  —     195,204 
         
Net cash provided by investing activities  —     195,204 
         
NET INCREASE (DECREASE) IN CASH  (4,050)  167,657 
         
CASH, BEGINNING OF PERIOD  147,611   2,065 
         
CASH, END OF PERIOD $143,561  $169,722 
         
Supplemental Cash Flow Disclosures        
Income taxes paid $800  $800 
Interest paid  —     —   
         
NON-CASH TRANSACTIONS        
Operation expenses paid by related party $25  $25 
         
The accompanying notes are an integral part of these unaudited financial statements.

5

  Nine Months Ended 
  March 31, 2017  March 31, 2016 
  (Unaudited)  (Unaudited) 
       
CASH FLOWS FROM OPERATING ACTIVITIES      
       
Net loss $(15,945) $(13,563)
         
Adjustments to reconcile net loss to net cash used in operating activities        
Changes in operating assets and liabilities        
Interest due from related party  (1,100)  (12,113)
Accrued expenses  (27,652)  5,147 
Net cash used in operating activities  (44,697)  (20,529)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Cash received from related party  195,204   18,975 
         
Net cash provided by investing activities  195,204   18,975 
         
NET INCREASE (DECREASE) IN CASH  150,507   (1,554)
         
CASH, BEGINNING OF PERIOD  2,065   7,565 
         
CASH, END OF PERIOD $152,572  $6,011 
         
Supplemental Cash Flow Disclosures        
Income taxes paid $800  $800 
Interest paid  -   - 

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

INTERDYNE COMPANY


Notes To Unaudited Financial Statements

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,September 30, 2017 and the results of operations for the three and nine months ended March 31,September 30, 2017 and 2016 and changes in cash flows for the ninethree months ended March 31,September 30, 2017 and 2016. 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, 2016,2017, as filed with the Securities and Exchange Commission. The results of operations for the ninethree months ended March 31,September 30, 2017 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2017.


2018.

Certain amounts from the prior period have been reclassified to conform to the current period presentation. This reclassification has no impact on the Company’s net earnings and financial position.

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


In prior years, the Company made advances to Acculogic, Inc., an affiliated company through common ownership and management.  The advances bear interest at 8.5% per annum, payable on demand.  The balance including interest was guaranteed by AMT Datasouth Corp., an affiliated company controlled by the CEO of the Company. The balance due from Acculogic, Inc. as of March 31, 2017 and June 30, 2016 were $0 and $194,104, respectively. As the total amount due from Acculogic, Inc. has been repaid in full in July 2016, the abovementioned guarantee ceased to be valid.

An officer of the Company charged a management fee totaling $4,500$1,500 for the ninethree months ended March 31,September 30, 2017 and 2016, respectively, for the use of a home office, accounting and other services. During the three months ended September 30, 2017 and 2016, the officer also paid operating expense of $25 and $25, respectively, on behalf of the Company and these payments were or will be reimbursed to him. The balance due to this officer as of March 31,September 30, 2017 and June 30, 2016 were $1,5002017 was $4,525 and $21,500,$3,000, 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 is currently in dialogue withhas informed the County of Santa Clara that if it wants to clarifyassert its claim, it would have to petition to the validity ofBankruptcy Court for relief. The Company does not recognize the unpaid property taxessaid claim and didtherefore has not recordrecorded any tax liabilities related to this claim. If the County of Santa Clara does not agree withclaim is adjudicated to be valid and the Company’s position,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
6

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.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

N/A


Item 4.
Controls and Procedures

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 collecting funds from a related party and 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,September 30, 2017 based on the criteria set forth inInternal Control - Integrated Framework 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,September 30, 2017 considering the fact that the Company, being dormant, has only one person on staff to handle all dutiesbecause of the Company. There is nofollowing material weakness as of September 30, 2017: (i) lack of supervision or review to insure proper internal control over financial reporting.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 weakness over internal control over financial reporting exists.


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.

7

PART II

OTHER INFORMATION


Item 1.Legal Proceedings

Item 1.  Legal Proceedings

None


Item 1A.Risk Factors.

Item 1A. Risk Factors.

None


Item 2.Unregistered Sale of Equity Securities and Use of Proceeds.

Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds.

None


Item 3.Defaults upon Senior Securities.

Item 3.  Defaults upon Senior Securities.

None


Item 4.Submission of Matters to a Vote of Security Holders.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.


Item 5.Other Information.

Item 5.  Other Information.

None


Item 6.
Exhibits

 a.8 

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.
b.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.
c.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.
d.101.INSXBRL Instance Document
e.101.SCHXBRL Taxonomy Extension Schema Document
f.101.CALXBRL Taxonomy Extension Calculation Linkbase Document
g.101.LABXBRL Taxonomy Extension Label Linkbase Document
h.101.PREXBRL Taxonomy Extension Presentation Linkbase Document

9

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: May 8,November 3, 2017
By:
/s/Sun Tze Whang
 Sun Tze Whang
 Director /Chief/ Chief Executive Officer
  
 
Date: November 3, 2017By:/s/Kit H. Tan
 Kit H. Tan
Director /Chief/ Chief Financial Officer/Officer / Principal Accounting Officer

10

9