INTERDYNE CO - Annual Report: 2009 (Form 10-K)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
T 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
£ 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 £ No
T
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 £ No
T
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 T NO
£
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 £ No
T
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. T
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 £
|
Accelerated
filer £
|
Non-accelerated
filer £
|
Smaller
reporting company T
|
Indicate
by check whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). YES T NO
£
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
Registration on August 31, 2009 was $141,999.
As of
August 31, 2009, there were 39,999,942 shares of Common Stock, no par value,
issued and outstanding.
Transfer
Agent for the Company is: OTR Inc., 1000 SW Broadway, Suite 920, Portland, OR
97205, Tel: 503-225-0375.
PART
I
|
ITEM
1.
|
BUSINESS
|
The
Company is currently dormant and is looking for new opportunities.
|
ITEM
2.
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PROPERTIES
|
The
Company uses the home office of an officer at 2 Flagstone Apt 425, Irvine, CA
92606, and was charged management fees by the officer of $6,000 per annum during
fiscal years 2009 and 2008 for the use of the home office and for providing
accounting and other services.
|
ITEM
3.
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LEGAL
PROCEEDINGS
|
The
Company is not a party to any pending legal proceedings and no such proceedings
are known to be contemplated.
|
ITEM
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
No matter
was submitted to a vote of security holders of the Company during the fiscal
year 2009.
PART
II
|
ITEM
5.
|
MARKET
FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
|
The
following table sets forth the range of low and high bid prices for the
Company's common stock, for each fiscal quarter commencing July 1, 2006 and
ending June 30, 2009. The prices for year ended June 30, 2009 were
extracted from the Google Finance website. Such quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and do not
necessarily represent actual transactions.
2
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2006
|
||||||||
|
Quarter
ended September 30
|
$ | 0.02 | $ | 0.02 | ||||
|
Quarter
ended December 31
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$ | 0.02 | $ | 0.04 | ||||
|
2007
|
||||||||
|
Quarter
ended March 31
|
$ | 0.02 | $ | 0.02 | ||||
|
Quarter
ended June 30
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$ | 0.02 | $ | 0.03 | ||||
|
Quarter
ended September 30
|
$ | 0.02 | $ | 0.02 | ||||
|
Quarter
ended December 31
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$ | 0.015 | $ | 0.02 | ||||
|
2008
|
||||||||
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Quarter
ended March 31
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$ | 0.012 | $ | 0.02 | ||||
|
Quarter
ended June 30
|
$ | 0.01 | $ | 0.02 | ||||
|
Quarter
ended September 30
|
$ | 0.01 | $ | 0.02 | ||||
|
Quarter
ended December 31
|
$ | 0.002 | $ | 0.005 | ||||
|
2009
|
||||||||
|
Quarter
ended March 31
|
$ | 0.002 | $ | 0.0025 | ||||
|
Quarter
ended June 30
|
$ | 0.01 | $ | 0.01 | ||||
As of
August 31, 2009, both the high and low bid prices for the Company's Common Stock
were $0.01 and $0.01 respectively. There were approximately 1,631 record owners
of such Common Stock. To management's knowledge, the Company has never paid
dividends on its common stock. The Company does not intend to pay dividends in
the foreseeable future.
|
ITEM
6.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
|
The
following discussion should be read in conjunction with the Company’s financial
statements.
The
Company is currently dormant.
Between
October 8, 1990 and June 30, 1991, the Company made advances to Acculogic, Inc.,
an affiliate, totaling $395,000. At June 30, 2009, the outstanding balance
including interest totaled $267,281. The advances bear interest of 8.5% per
annum for the years ended June 30, 2009 and 2008. Interest earned from the
affiliate were $22,213 and $21,748 for the years ended June 30, 2009 and 2008,
respectively.
The cash
needs of the Company will be funded by collections from amounts due from its
affiliates. (See paragraph on Certain Relationships and Related Transactions in
Item 12)
Employees
The
Company presently has no employees and is managed by the two incumbent
directors: Sun Tze Whang, Chairman of the Board and Chief Executive Officer, and
Kit Heng Tan, Chief Financial Officer and Secretary. Kit Heng Tan
charged the Company the sum of $6,000 per annum for fiscal years 2009 and 2008
for providing accounting and other services and also for the use of his home
office. None of the Company's employees are currently represented by any labor
union.
|
ITEM
7.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
The
audited financial statements as of June 30, 2009 and June 30, 2008 and for the
years then ended are set forth on the following pages.
3
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Shareholders of Interdyne
Company:
We have
audited the accompanying balance sheets of Interdyne Company (the "Company") as
of June 30, 2009 and 2008 and the related statements of income, accumulated
deficit, and cash flows for the years ended June 30, 2009 and 2008. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company at June 30, 2009 and
2008 and the results of their operations and their cash flows for the years
ended June 30, 2009 and 2008 in conformity with U.S. generally accepted
accounting principles.
s/s
Farber Hass Hurley LLP
September
7, 2009
Camarillo,
California
4
INTERDYNE
COMPANY
|
BALANCE
SHEET
|
||||||||
|
JUNE 30, 2009 AND 2008
|
||||||||
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ASSETS
|
2009
|
2008
|
||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
|
$ | 208 | $ | 1,618 | ||||
|
Due
from affiliate
|
267,281 | 263,830 | ||||||
|
Total
current assets
|
267,489 | 265,448 | ||||||
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TOTAL
ASSETS
|
$ | 267,489 | $ | 265,448 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accrued
professional fees
|
$ | 8,350 | $ | 9,350 | ||||
|
Accrued
management fees to related party
|
24,670 | 18,670 | ||||||
|
Other
accrued expenses
|
5,582 | 5,454 | ||||||
|
Total
current liabilities
|
38,602 | 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; 39,999,942 shares
issued and outstanding
|
500,000 | 500,000 | ||||||
|
Accumulated
deficit
|
(271,113 | ) | (268,026 | ) | ||||
|
Total
stockholders' equity
|
228,887 | 231,974 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 267,489 | $ | 265,448 | ||||
See
accompanying notes to financial statements.
5
INTERDYNE
COMPANY
|
STATEMENTS
OF INCOME AND ACCUMULATED DEFICIT
|
||||||||
|
FOR THE YEARS ENDED JUNE 30, 2009 AND
2008
|
||||||||
|
2009
|
2008
|
|||||||
|
EXPENSES:
|
||||||||
|
Professional
fees
|
$ | 11,200 | $ | 9,600 | ||||
|
General
and administrative
|
7,300 | 7,068 | ||||||
|
Management
fees to related party
|
6,000 | 6,000 | ||||||
|
Total
expenses
|
24,500 | 22,668 | ||||||
|
OTHER
INCOME – Interest from affiliate
|
22,213 | 21,748 | ||||||
|
INCOME/(LOSS)
BEFORE INCOME TAXES
|
(2,287 | ) | (920 | ) | ||||
|
INCOME
TAXES
|
800 | 800 | ||||||
|
NET
LOSS
|
(3,087 | ) | (1,720 | ) | ||||
|
ACCUMULATED
DEFICIT,
|
||||||||
|
BEGINNING
OF YEAR
|
(268,026 | ) | (266,306 | ) | ||||
|
ACCUMULATED
DEFICIT,
|
||||||||
|
END
OF YEAR
|
$ | (271,113 | ) | $ | (268,026 | ) | ||
|
NET
LOSS PER SHARE
|
||||||||
|
BASIC
AND DILUTED
|
$ | 0.00 | $ | 0.00 | ||||
|
WEIGHTED
AVERAGE SHARES OUTSTANDING
|
||||||||
|
BASIC
AND DILUTED
|
39,999,942 | 39,999,942 | ||||||
See
accompanying notes to financial statements.
6
INTERDYNE
COMPANY
|
STATEMENTS
OF CASH FLOWS
|
||||||||
|
FOR THE YEARS ENDED JUNE 30, 2009 AND
2008
|
||||||||
|
2009
|
2008
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
loss
|
$ | (3,087 | ) | $ | (1,720 | ) | ||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Due
from affiliate
|
(3,451 | ) | (9,249 | ) | ||||
|
Accrued
expenses
|
5,128 | 9,627 | ||||||
|
Net
cash used in
|
||||||||
|
operating
activities
|
(1,410 | ) | (1,342 | ) | ||||
|
CASH,
BEGINNING OF YEAR
|
1,618 | 2,960 | ||||||
|
CASH,
END OF YEAR
|
$ | 208 | $ | 1,618 | ||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION - Income tax paid
|
$ | 800 | $ | 800 | ||||
See
accompanying notes to financial statements.
7
INTERDYNE
COMPANY
NOTES TO FINANCIAL STATEMENTS
|
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Nature of Business - Interdyne
Company (the "Company") was incorporated in October 1946 in the state of
California. On November 22, 1988, the Company filed a voluntary
petition for reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Central District of
California. On May 17, 1990, the Company’s Amended Plan of
Reorganization (the “Plan”) was confirmed by Bankruptcy Court, and the Plan
became effective May 29, 1990. On July 20, 1990, the Bankruptcy Court
approved a stipulation for nonmaterial modifications to the Plan. All
claims and interest have been settled in accordance with the terms of the
Plan. On August 22, 1990, the Board of Directors approved a change in
the Company’s year-end to June 30, pursuant to the Plan.
Concentrations of Credit Risk
– Financial instruments, which potentially subject the Company to concentrations
of credit risk, consist principally of a receivable due from an affiliate. Due
to a guarantee of the amount by a different credit-worthy affiliate, an
allowance for possible losses has not been made.
Income Taxes – The Company
accounts for income taxes under Statement of Financial Accounting Standards No.
109, “Accounting for Income Taxes” (see Note 4).
Use of Estimates – Management
of the Company has made a number of estimates and assumptions relating to the
reporting of assets and liabilities to prepare these financial statements in
conformity with accounting principles generally accepted in the United States.
Actual results may differ from those estimates.
Net Loss per Share – Net loss
per share is computed on the basis of the weighted average number of common
shares outstanding during each year. Weighted average shares for
computing net loss per share were 39,999,942 for each of the years
presented. There were no dilutive securities for any years
presented.
Recent Accounting
Pronouncements - 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.
8
|
2.
|
FAIR
VALUE MEASUREMENTS
|
Determination
of Fair Value
At June
30, 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.
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.
9
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 of this asset being
due on demand, payable in cash, and guaranteed by a credit-worthy affiliate, the
Company has determined that the fair value approximates its carrying
value
The
following table presents the financial instruments carried at fair value as of
June 30, 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
nonrecurring basis at June 30, 2009:
|
Level 1
|
Level 2
|
Level 3
|
Total carrying value
|
||||||||||||
|
Nonrecurring:
|
||||||||||||||||
|
Due
from affiliate
|
- | - | 267,281 | 267,281 | ||||||||||||
|
Total
assets at fair value
|
$ | - | $ | - | $ | 267,281 | $ | 267,281 | ||||||||
Level 3
Gains and Losses
The
following table sets forth a summary of changes in the fair value of the
Company’s level 3 assets for the year ended June 30, 2009.
|
LEVEL
3 ASSETS
|
||||
|
Year
Ended June 30, 2009
|
||||
|
Due from Affiliate
|
||||
|
Balance
- July 1, 2008
|
$ | 263,830 | ||
|
Advances
and (repayments), net
|
3,451 | |||
|
Balance
- June 30, 2009
|
$ | 267,281 | ||
|
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
8.5% per annum. Interest recorded from the affiliate totaled $22,213 and
$21,748, respectively, for the years ended June 30, 2009 and
2008. The outstanding balance including interest of $267,281 as of
June 30, 2009 and $263,830 as of June 30, 2008 is guaranteed by another
affiliated company.
10
An
officer of the Company charged a management fee totaling $6,000 for each of the
years ended June 30, 2009 and 2008 for the use of a home office, accounting and
other services.
|
4.
|
INCOME
TAXES
|
Income
taxes for the years ended June 30, 2009 and 2008 represent state minimum
franchise tax of $800. At June 30, 2009, the Company had net
operating loss carryforwards for Federal income tax purposes totaling
approximately $5,047. The ultimate realization of such loss
carryforwards will be dependent on the Company attaining future taxable
earnings. Based on the level of historical operating results and
projections of future taxable earnings, management believes that it is more
likely than not that the Company will not be able to utilize the benefits of
these carryforwards. Therefore, in accordance with SFAS No. 109, a
full valuation allowance has been provided against the gross deferred tax assets
arising from these loss carryforwards. The total deferred tax asset
is $1,110, as of June 30, 2009. This is calculated by applying an estimated tax
rate of 22% to the cumulative net operating losses of $5,047. For the year ended
June 30, 2008 the deferred tax asset was $550. This was calculated
using the 2008 NOL carryforward of $2,500 multiplied by a 22% estimated tax
rate. If not utilized, these carryforwards will expire beginning in
fiscal 2028.
|
5.
|
MANAGEMENT'S
PLANS (UNAUDITED)
|
Management
is exploring opportunities for a merger candidate which will bring value to the
Company. In addition, management is confident that amounts received
from its receivable will be adequate to fund its cash needs through June
2010.
11
|
ITEM
8.
|
CHANGES
IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
The
Company has not had any disagreements with its independent auditor on any matter
of accounting principles or practices or financial statements
disclosure.
|
ITEM
8A.
|
CONTROLS
AND PROCEDURES
|
Our
management, comprising the Chief Executive Officer and Chief Financial Officer,
are responsible for establishing and maintaining disclosure controls and
procedures for the Company. They have designed such disclosure
controls and procedures to ensure that material information is made known to
them, particularly during the period in which this report was
prepared. They have evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)
and 15d-15(e)) as of the end of the period covered by this report and believe
that the Company's disclosure controls and procedures are effective considering
the fact that the Company is dormant.
Disclosure Controls - 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 have concluded that our disclosure controls and
procedures are effective considering the fact that the Company is
dormant.
Management's Report on Internal
Control Over Financial Reporting – 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 June 30, 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
June 30, 2009.
Our
independent auditors have not audited and are not required to audit this
assessment of our internal control over financial reporting for the fiscal year
ended June 30, 2009.
Changes in Internal Controls -
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.
|
ITEM
8B.
|
OTHER
INFORMATION
|
None.
PART
III
|
ITEM
9.
|
DIRECTORS
AND EXECUTIVE OFFICERS OF THE
REGISTRANT
|
The
following table sets forth the names and ages of the directors and executive
officers of the Company as of the date of this report, and indicates all
positions and offices with the Company held by each person:
12
|
Name
|
Age
|
Position
|
|
Dr.
Sun Tze Whang
|
65
|
Chairman
of the Board and Chief Executive Officer
|
|
Kit
Heng Tan
|
59
|
Chief
Financial Officer and Secretary
|
The terms
of office of each director of the Company ends at the next annual meeting of the
Company's shareholders or when his or her successor is elected and qualified. No
date for the next annual meeting of shareholders has been fixed by the Board of
Directors. The term of office of each officer of the Company ends at the next
annual meeting of the Company's Board of Directors which is expected to take
place immediately after the next annual meeting of shareholders. Except as
otherwise indicated below, no organization by which any officer or director
previously has been employed is an affiliate, parent, or subsidiary of the
Company. The Company's Bylaws provide that the number of directors of the
Company shall be not less than five nor more than nine. The exact number of
directors is set at five unless changed within the foregoing limits by a bylaw
adopted by the Board of Directors or the shareholders. At present, there are two
persons serving as directors and three vacancies on the Board of
Directors.
Dr. Sun
Tze Whang has been Chairman of the Board and Chief Executive Officer since
August 17, 1990. From December 1994 to the present, Dr. Whang has been a
director of Metal Containers Pte Ltd ("Metal Containers"), a company
incorporated in the Republic of Singapore, engaged in the manufacturing and sale
of metal containers and in investment activities. Metal Containers is the
ultimate parent company of Acculogic, Inc. From January 1985 to the present, Dr.
Whang has also been a director of Riviera Development Pte. Ltd. ("Riviera"), a
company incorporated in the Republic of Singapore, whose principal business is
investment. Riviera is a 53.2% owned subsidiary of Metal Containers. From May
1985 to the present, Dr. Whang has also been the Chairman and a director of
Carlee Electronics Pte. Ltd. ("Carlee Electronics"), a company incorporated in
the Republic of Singapore, whose principal business is the manufacture and sale
of industrial electronic products. Carlee is a 64.3% owned subsidiary of Riviera
and a majority shareholder of the Company. From October 1972 to the present, Dr.
Whang has been a director of Lam Soon (Hong Kong) Limited, a company
incorporated in Hong Kong and listed on the Stock Exchange of Hong Kong. From
October 1984 to the present, Dr. Whang has been a director of AMT Datasouth
Corp. (previously known as Advanced Matrix Technology, Inc.), a California
corporation, which is an affiliate of Metal Containers.
Kit Heng
Tan has been Chief Financial Officer, Secretary and a director of the Company
since August 17, 1990. On June 8, 2006, Mr. Tan was appointed as director of
Metal Containers. From January 31, 1991 to the present, Mr. Tan has
been an officer and a director of Computer Peripherals, Inc., a California
corporation, which is an affiliate of Metal Containers. From October 1989 to the
present, Mr. Tan has been a director and also the Chief Financial Officer of
Acculogic, Inc., a California corporation, which is an affiliate of Metal
Containers. From April 1990 to the present, Mr. Tan has been the Chief Financial
Officer and a director of AMT Datasouth Corp. (previously known as Advanced
Matrix Technology, Inc.), a California corporation, which is an affiliate of
Metal Containers. Mr. Tan is a Chartered Accountant (England &
Wales) and a Certified Public Accountant of Singapore.
13
|
ITEM
10.
|
EXECUTIVE
COMPENSATION
|
For the
fiscal years ended June 30, 2009 and 2008, there was no cash compensation paid
to executive officers of the Company other than a sum of $6,000 per annum
charged by an officer of the Company for each of the fiscal years 2009 and 2008
for providing accounting and other services and for the use of a home
office.
|
ITEM
11.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
The
following sets forth information, as of August 31, 2009, with respect to the
beneficial ownership of the Company's Common Stock, no par value, by each person
known by the Company to be the beneficial owner of more than five percent (5%)
of the outstanding Common Stock, by each of the Company's directors, and by
the officers and directors of the Company as a group:
|
Beneficial
Owner
|
Shares
Owned Beneficially and of Record
|
Percent
of Class
|
|
Carlee
Electronics Pte. Ltd.
|
25,800,000
|
64.5%
|
|
159
Gul Circle
|
||
|
Singapore
629617
|
||
|
Officers
and directors as a group (two persons)
|
(1)
|
(1)
|
(1) By
virtue of Dr. Sun Tze Whang's direct and indirect ownership of Carlee
Electronics Pte. Ltd., he may be deemed the beneficial owner of the shares held
by Carlee Electronics Pte. Ltd. in the Company.
The
Company is not aware of any voting trusts.
The
Company's capital consists of 100,000,000 shares of Common Stock, no par value
and 50,000,000 shares of Preferred Stock, no par value. As of the date hereof,
39,999,942 shares of Common Stock have been issued and outstanding.
|
ITEM
12.
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
Between
October 8, 1990 and June 30, 1991, the Company made advances to Acculogic, Inc.,
an affiliate, totaling $395,000. At June 30, 2009, the outstanding balance
including interest was $267,281. The advances bear interest of 8.5% per annum
for years ended June 30, 2009 and 2008. Interest earned from the affiliate were
$22,213 and $21,748, and $21,344, for the years ended June 30, 2009, 2008 and
2007, respectively.
The
Company uses the home office of an officer at 2 Flagstone, Irvine, CA 92606, and
was charged management fees of $6,000 per annum by an officer for each of the
fiscal years 2009 and 2008 for the use of the home office and for providing
accounting and other services.
Dr. Sun
Tze Whang may be considered to be the indirect beneficial owner of the shares of
the Company's stock owned by Carlee Electronics, and thus Dr. Whang would be
considered a control person of the Company.
14
|
ITEM
13.
|
EXHIBITS
|
|
|
Exhibit
No.
|
Description
|
|
|
Certification
of chief executive officer
|
|
|
Certification
of chief financial officer
|
|
|
Section
1350 Certification
|
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
Audit
Fees
The
aggregate fees billed to the Company for professional services rendered for the
audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $10,700 in
the fiscal year ended June 30, 2009, and $9,100 in the fiscal year ended June
30, 2008.
Other
Fees
Other
fees billed to the Company by its independent registered public accounting firm
for the preparation of its required federal and state income tax returns totaled
$500 in each of the fiscal years ended June 30, 2009, and June 30,
2008.
15
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:
September 12, 2009
|
INTERDYNE
COMPANY
|
||
|
(Registrant)
|
||
|
By:
|
/s/
Kit H. Tan
|
|
|
Kit H. Tan
|
||
|
Chief Financial 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
|
September
12, 2009
|
|
Chief
Executive Officer
|
Chief
Executive Officer
|
|
|
/s/
Kit H. Tan
|
||
|
Kit
H. Tan
|
Director
and
|
September
12, 2009
|
|
Chief
Financial Officer
|
Chief
Financial Officer
|
16