UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2009
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 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.) |
| 2 Flagstone Apt 425 | |
| Irvine, CA | 92606 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949)748-7470
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 o No x
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x
Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
Total revenues for registrants fiscal year ended June 30, 2009 were zero.
The aggregate market value of voting Common Stock held by non-affiliates of the Registrant on August 31, 2009 was $141,999.
As of the date of this Amendment No. 2, there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 2 to its Form 10-K for the fiscal year ended June 30, 2009 pursuant to a comment letter dated March 4, 2010, received from the Securities and Exchange Commission.
PART IV
| | | |
| ITEM 15. | Exhibits, Financial Statement Schedules. |
| | | | |
| | a. | The following financial statements are filed as part of this report: |
| | | | |
| | | Report of Independent Registered Public Accounting Firm |
| | | | |
| | | Interdyne Company Balance Sheet at June 30, 2009 and 2008 |
| | | | |
| | | Interdyne Company Statements of Income and Accumulated Deficit for the Years Ended June 30, 2009 and 2008 |
| | | | |
| | | Interdyne Company Statements of Cash Flows for the Years Ended June 30, 2009 and 2008 |
| | | | |
| | | Notes to Financial Statements |
| | | | |
| | b. | No financial statement schedules are filed as part of this report. |
| | | | |
| | c. | The following exhibits are filed as part of this report: |
| | | | |
| | | Exhibits No. | Description |
| | | | |
| | | | Restated Articles of Incorporation, as amended |
| | | | |
| | | | Amended and Restated By-laws |
| | | | |
| | | | Description of oral agreement between the Company and Kit Heng Tan regarding management compensation |
| | | | |
| | | 14 | Code of Business Conduct and Ethics (1) |
| | | | |
| | | | Company subsidiaries |
| | | | |
| | | 31.1 | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer (2) |
| | | | |
| | | 31.2 | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer/Principal Accounting Officer (2) |
| | | | |
| | | 32 | Section 1350 Certification (2) |
| | |
| | |
| (1) | Incorporated by reference from the Registrant’s Form 10-K/A (Amendment No.1) for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on February 5, 2010 (filed therein as Exhibit 10.3). |
| (2) | Incorporated by reference from the Registrant’s Form 10-K/A (Amendment No.1) for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on February 5, 2010. |
SIGNATURE
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 hereunto duly authorized.
Dated: March 31, 2010
| | INTERDYNE COMPANY |
| | (Registrant) |
| | | |
| | By: | /s/ Kit H. Tan |
| | | Kit H. Tan |
| | | Chief Financial Officer/ |
| | | Principal Accounting Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Signature & Title | Capacity | Date |
| | | |
| /s/ Sun Tze Whang | | |
| Sun Tze Whang | Director and | March 31, 2010 |
| Chief Executive Officer | Chief Executive Officer | |
| | | |
| /s/ Kit H. Tan | | |
| Kit H. Tan | Director and | March 31, 2010 |
| Chief Financial Officer/ | Chief Financial Officer/ |
| Principal Accounting Officer | Principal Accounting Officer |
4
