UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
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 92620
(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 |_|
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 |X|
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of April 30, 2009, there were 39,999,942 shares of Common Stock, no par
value, issued and outstanding.
Exhibit Index Page No.: None
INTERDYNE COMPANY
INDEX
FINANCIAL INFORMATION
Page No.
--------
Item 1. Financial Statements
Balance Sheets as of March 31, 2009 and June 30, 2008 .......... 3
Statements of Operations for the Quarter and Nine Months
ended March 31, 2009 and March 31, 2008 ........................ 4
Statements of Cash Flows for the Nine Months ended
March 31, 2009 and March 31, 2008 .............................. 5
Notes to Financial Statements .................................. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .................. 8
Item 4. Controls and Procedures ........................................ 8
PART II. OTHER INFORMATION
Item 6. Exhibits ....................................................... 9
Signatures ............................................................. 9
2
FINANCIAL INFORMATION
Item 1. Financial Statements
INTERDYNE COMPANY
BALANCE SHEETS
31-Mar-09 Jun-30-08
--------- ---------
(Unaudited) (Audited)
$ $
ASSETS
CURRENT ASSETS
Cash 243 1,618
Due from affiliates 264,953 263,830
---------- ----------
TOTAL CURRENT ASSETS 265,196 265,448
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued professional fees 7,200 9,350
Accrued management fees to related party 23,170 18,670
Other accrued expenses 5,001 5,454
---------- ----------
TOTAL CURRENT LIABILITIES 35,371 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 (270,175) (268,026)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 229,825 231,974
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 265,196 265,448
========== ==========
3
INTERDYNE COMPANY
STATEMENTS OF OPERATIONS
Quarter Ended Nine Months Ended
Mar 31, 2009 Mar 31, 2008 Mar 31, 2009 Mar 31, 2008
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
INCOME
Interest earned 5,555 5,412 16,585 16,221
---------- ---------- ---------- ----------
TOTAL INCOME 5,555 5,412 16,585 16,221
---------- ---------- ---------- ----------
EXPENSES
General and administrative 4,240 3,791 13,434 11,303
Management Fees 1,500 1,500 4,500 4,500
---------- ---------- ---------- ----------
5,740 5,291 17,934 15,803
---------- ---------- ---------- ----------
NET PROFIT/(LOSS)
BEFORE TAXATION (185) 121 (1,349) 418
TAXATION 0 0 (800) (800)
---------- ---------- ---------- ----------
NET PROFIT/(LOSS)
AFTER TAXATION (185) 121 (2,149) (382)
========== ========== ========== ==========
EARNING/(LOSS) PER SHARE ($0.0000) $ 0.0000 ($0.0001) ($0.0000)
========== ========== ========== ==========
4
INTERDYNE COMPANY
STATEMENTS OF CASH FLOWS
For Nine Months Ended
Mar 31, 2009 Mar 31, 2008
------------ ------------
(Unaudited) (Unaudited)
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (2,149) (382)
---------- ----------
Adjustments to reconcile net loss
to net cash used in operating activities:
Change in operating assets and liabilities:
Due from affiliates (1,123) (3,721)
Accrued expenses 1,897 4,163
---------- ----------
Total adjustments 774 442
---------- ----------
Net cash generated/(used)
in operating activities (1,375) 60
CASH, BEGINNING OF PERIOD 1,618 2,960
---------- ----------
CASH, END OF PERIOD 243 3,020
========== ==========
5
INTERDYNE COMPANY
NOTES 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 March
31, 2009 and the results of operations for the quarter and nine months ended
March 31, 2009 and 2008 and changes in cash flows for the nine months ended
March 31, 2009 and 2008. 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 March 31, 2009 are not necessarily
indicative of the results of operations to be expected for the full fiscal year
ending June 30, 2009.
Note 2. Changes in Significant Accounting Policies
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurement, effective July 1, 2008. SFAS No. 157 defines fair value
as the price that would be received to sell an asset, or paid to transfer a
liability, in an orderly transaction between market participants at the
measurement date and establishes a framework for measuring fair value. It
establishes a three-level hierarchy for fair value measurements based upon the
transparency of inputs to the valuation of an asset or liability as of the
measurement date and expands the disclosures about instruments measured at fair
value. SFAS No. 157 requires consideration of a company's own creditworthiness
when valuing liabilities.
The Company also adopted SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, effective July 1, 2008. SFAS No. 159 provides
an option to elect fair value as an alternative measurement basis for selected
financial assets, financial liabilities, unrecognized firm commitments and
written loan commitments which are not subject to fair value under other
accounting standards. As a result of adopting SFAS No. 159, the Company did not
elect fair value accounting for any other assets and liabilities not previously
carried at fair value.
Determination of Fair Value
At March 31, 2009, the Company applied fair value to all assets based on quoted
market prices, where available. For financial instruments for which quotes from
recent exchange transactions are not available, the Company determines fair
value based on discounted cash flow analysis and comparison to similar
instruments. Discounted cash flow analysis is dependent upon estimated future
cash flows and the level of interest rates. Valuation adjustments may be made to
ensure that financial instruments are recorded at fair value.
The methods described above may produce a current fair value calculation that
may not be indicative of net realizable value or reflective of future fair
values. If readily determined market values became available or if actual
performance were to vary appreciably from assumptions used, assumptions may need
to be adjusted, which could result in material differences from the recorded
carrying amounts. The Company believes its methods of determining fair value are
appropriate and consistent with other market participants.
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However, the use of different methodologies or different assumptions to value
certain financial instruments could result in a different estimate of fair
value.
Valuation Hierarchy
SFAS No. 157 establishes a three-level valuation hierarchy for the use of fair
value measurements based upon the transparency of inputs to the valuation of an
asset or liability as of the measurement date:
Level 1. Inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active markets. Level
1 assets and liabilities include debt and equity securities and derivative
financial instruments actively traded on exchanges, as well as U.S.
Treasury securities and U.S. Government and agency mortgage-backed
securities that are actively traded in highly liquid over the counter
markets.
Level 2. Observable inputs other than Level 1 prices such as quoted prices
for similar assets and liabilities in active markets, quoted prices for
identical or similar assets or liabilities in markets that are not active,
and inputs that are observable or can be corroborated, either directly or
indirectly, for substantially the full term of the financial instrument.
Level 2 assets and liabilities include debt instruments that are traded
less frequently than exchange traded securities and derivative instruments
whose model inputs are observable in the market or can be corroborated by
market observable data. Examples in this category are certain variable and
fixed rate non-agency mortgage-backed securities, corporate debt
securities and derivative contracts.
Level 3. Inputs to the valuation methodology are unobservable but
significant to the fair value measurement. Examples in this category
include interests in certain securitized financial assets, certain private
equity investments, and derivative contracts that are highly structured or
long-dated.
Application of Valuation Hierarchy
A financial instrument's categorization within the valuation hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement. The following is a description of the valuation methodologies used
for instruments measured at fair value, as well as the general classification of
such instruments pursuant to the valuation hierarchy.
Due from Affiliate. Market prices are not available for the Company's loan
due from an affiliate. As a result, the Company bases the fair value utilizing
an internally-developed discounted cash flow model which includes assumptions
regarding prepayment, the risk of default and the LIBOR forward interest rate
curve. The loan due from the affiliate is carried at lower of cost or fair value
and is classified within Level 3 of the valuation hierarchy.
The following table presents the financial instruments carried at fair value as
of March 31, 2009, by caption on the consolidated balance sheet and by SFAS No.
157 valuation hierarchy described above.
Assets measured at fair
value on a
recurring and Total
nonrecurring basis carrying
at March 31, 2009: Level 1 Level 2 Level 3 value
------------------------ -------- -------- --------- ----------
Nonrecurring:
Due from Affiliate -- -- 264,953 264,953
-------- -------- --------- ----------
Total assets at fair value $ -- $ -- $ 264,953 $ 264,953
======== ======== ========= ==========
7
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 4. 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 March 31, 2009 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 March 31, 2009 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.
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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: April 30, 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
9