UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 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 (I.R.S. Employer incorporation or organization) Identification No.) 2 Flagstone Apt 425, Irvine, California 92606 (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 [X] No [ ] As of February 1, 2009, there were 39,999,942 shares of Common Stock, no par value, issued and outstanding. INTERDYNE COMPANY INDEX FINANCIAL INFORMATION Page No. ----- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets as of December 31, 2008 and June 30, 2008............ 3 Statements of Income for the Quarter and Six Months ended December 31, 2008 and December 31, 2007 ...................... 4 Statements of Cash Flows for the Six Months ended December 31, 2008 and December 31, 2007............................. 5 Notes to Financial Statements ...................................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ...................... 6 Item 3. Controls and Procedures ............................................ 7 PART II. OTHER INFORMATION Item 6. Exhibits ........................................................... 8 Signatures ................................................................. 8 2 FINANCIAL INFORMATION Item 1. Financial Statements INTERDYNE COMPANY BALANCE SHEETS Dec-31-08 30-Jun-08 --------- --------- (Unaudited) (Audited) $ ASSETS CURRENT ASSETS Cash 1,373 $ 1,618 Due from affiliates 259,898 263,830 ------------ ------------ TOTAL CURRENT ASSETS 261,271 $ 265,448 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accrued professional fees 4,950 $ 9,350 Accrued management fees to related party 21,670 18,670 Other accrued expenses 4,640 5,454 ------------ ------------ TOTAL CURRENT LIABILITIES 31,260 $ 33,474 ------------ ------------ STOCKHOLDERS' EQUITY Preferred stock, no par value, authorized 50,000,000 shares, no shares outstanding -- -- Common stock, no par value, 100,000,000 shares authorized, 40,000,000 shares issued and to be issued 500,000 $ 500,000 Deficit since May 29, 1990 (269,989) (268,026) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 230,011 $ 231,974 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 261,271 $ 265,448 ============ ============ 3 INTERDYNE COMPANY STATEMENTS OF INCOME Quarter Ended Six Months Ended Dec-31-08 Dec-31-07 Dec-31-08 Dec-31-07 --------- --------- --------- --------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) $ $ $ $ INCOME Interest earned 5,486 5,360 11,030 10,808 -------------- -------------- -------------- -------------- TOTAL INCOME 5,486 5,360 11,030 10,808 -------------- -------------- -------------- -------------- EXPENSES General and administrative 5,179 3,704 9,193 7,511 Management Fees 1,500 1,500 3,000 3,000 -------------- -------------- -------------- -------------- 6,679 5,204 12,193 10,511 -------------- -------------- -------------- -------------- NET PROFIT/(LOSS) BEFORE TAXATION (1,193) 156 (1,163) 297 TAXATION 0 0 (800) (800) -------------- -------------- -------------- -------------- NET PROFIT/(LOSS) AFTER TAXATION (1,193) 156 (1,963) (503) ============== ============== ============== ============== EARNING/(LOSS) PER SHARE ($0.00003) $ 0.00000 ($0.00005) ($0.00001) ============== ============== ============== ============== 4 INTERDYNE COMPANY STATEMENTS OF CASH FLOWS For Six Months Ended Dec-31-08 Dec-31-07 --------- --------- (Unaudited) (Unaudited) $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net loss (1,963) (503) ------------ ------------ Adjustments to reconcile net loss to net cash used in operating activities : Change in operating assets and liabilities: Due from affiliate 3,932 1,692 Accrued expenses (2,214) (1,098) ------------ ------------ Total adjustments 1,718 594 ------------ ------------ Net cash generated/(used) in operating activities (245) 91 CASH, BEGINNING OF PERIOD 1,618 2,960 ------------ ------------ CASH, END OF PERIOD 1,373 3,051 ============ ============ 5 INTERDYNE COMPANY NOTE TO FINANCIAL STATEMENTS Note 1. Interim Financial Statements The accompanying financial statements are unaudited, but in the opinion of the management of the Company, contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position at December 31, 2008 and the results of operations for the quarter and six months ended December 31, 2008 and 2007 and changes in cash flows for the six months ended December 31, 2008 and 2007. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles 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-KSB as of June 30, 2008, as filed with the Securities and Exchange Commission. The results of operations for the quarter ended December 31, 2008 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2009. 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. The cash needs of the Company will be funded by collections from amount due from its affiliate. Item 3. Controls and Procedures Our management, comprising the Chief Executive Officer and the Chief Financial 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 effective considering the fact that the Company is dormant. 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, 2008 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2008 considering the fact that the Company is dormant. 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 quarter, 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 6. Exhibits a. 31.1 Certification of the Company's Chief Executive Officer, Sun Tze Whang, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. b. 31.2 Certification of the Company's Chief Financial Officer, Kit H. Tan, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. c. 32 Certification of the Company's Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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 : February 2, 2009 By: /s/Sun Tze Whang ---------------- Sun Tze Whang Director /Chief Executive Officer By: /s/Kit H. Tan ------------- Kit H. Tan Director /Chief Financial Officer 8