INTERDYNE CO - Quarter Report: 2009 December (Form 10-Q)
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 December 31, 2009
OR
|
o
|
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 o
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
|
o |
Accelerated
filer
|
o | |
|
Non-accelerated
filer
|
o |
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 o
As of
January 25, 2010, there were 39,999,942 shares of Common Stock, no par value,
issued and outstanding.
Exhibit
Index Page No.: None
FORM
10-Q
INDEX
|
Page
No.
|
|||
|
PART
I. FINANCIAL INFORMATION
|
|||
|
Item
1.
|
Financial
Statements
|
||
|
3
|
|||
|
4
|
|||
|
5
|
|||
|
6
|
|||
|
Item
2.
|
9
|
||
|
Item
3.
|
9
|
||
|
PART
II. OTHER INFORMATION
|
|||
|
Item
6.
|
10
|
||
|
10
|
|||
FINANCIAL
INFORMATION
Item
1. Financial Statements
BALANCE SHEETS
|
Dec-31-09
|
30-Jun-09
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
| $ | ||||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
1,258 | $ | 208 | |||||
|
Due
from affiliates
|
265,616 | 267,281 | ||||||
|
TOTAL
CURRENT ASSETS
|
266,874 | $ | 267,489 | |||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accrued
professional fees
|
5,500 | $ | 8,350 | |||||
|
Accrued
management fees to related party
|
27,670 | 24,670 | ||||||
|
Other
accrued expenses
|
5,662 | 5,582 | ||||||
|
TOTAL
CURRENT LIABILITIES
|
38,832 | $ | 38,602 | |||||
|
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
|
(271,958 | ) | (271,113 | ) | ||||
|
TOTAL
STOCKHOLDERS' EQUITY
|
228,042 | $ | 228,887 | |||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
266,874 | $ | 267,489 | |||||
STATEMENTS OF INCOME
|
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
|
Dec-31-09
|
Dec-31-08
|
Dec-31-09
|
Dec-31-08
|
|||||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
| $ | $ | $ | $ | |||||||||||||
|
INCOME
|
||||||||||||||||
|
Interest
earned
|
5,610 | 5,486 | 11,281 | 11,030 | ||||||||||||
|
TOTAL
INCOME
|
5,610 | 5,486 | 11,281 | 11,030 | ||||||||||||
|
EXPENSES
|
||||||||||||||||
|
General
and administrative
|
4,246 | 5,179 | 8,326 | 9,193 | ||||||||||||
|
Management
Fees
|
1,500 | 1,500 | 3,000 | 3,000 | ||||||||||||
| 5,746 | 6,679 | 11,326 | 12,193 | |||||||||||||
|
NET
PROFIT/(LOSS) BEFORE TAXATION
|
(136 | ) | (1,193 | ) | (45 | ) | (1,163 | ) | ||||||||
|
TAXATION
|
0 | 0 | (800 | ) | (800 | ) | ||||||||||
|
NET
PROFIT/(LOSS) AFTER TAXATION
|
(136 | ) | (1,193 | ) | (845 | ) | (1,963 | ) | ||||||||
|
EARNING/(LOSS)
PER SHARE
|
$ | (0.00000 | ) | $ | (0.00003 | ) | $ | (0.00002 | ) | $ | (0.00005 | ) | ||||
STATEMENTS OF CASH FLOWS
|
For
Six Months Ended
|
||||||||
|
Dec-31-09
|
Dec-31-08
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
| $ | $ | |||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net
loss
|
(845 | ) | (1,963 | ) | ||||
|
Adjustments
to reconcile net loss to net cash used in operating activities
:
|
||||||||
|
Change
in operating assets and liabilities:
|
||||||||
|
Due
from affiliate
|
1,665 | 3,932 | ||||||
|
Accrued
expenses
|
230 | (2,214 | ) | |||||
|
Total
adjustments
|
1,895 | 1,718 | ||||||
|
Net
cash generated/(used) in operating activities
|
1,050 | (245 | ) | |||||
|
CASH,
BEGINNING OF PERIOD
|
208 | 1,618 | ||||||
|
CASH,
END OF PERIOD
|
1,258 | 1,373 | ||||||
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, 2009 and the results of operations for the quarter and six months
ended December 31, 2009 and 2008 and changes in cash flows for the six months
ended December 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-K as of June 30, 2009, as filed with the Securities and
Exchange Commission. The results of operations for the quarter ended
December 31, 2009 are not necessarily indicative of the results of operations to
be expected for the full fiscal year ending June 30, 2010.
Note
2. Changes in Significant Accounting Policies
The
Company adopted the FASB Accounting Standards Codification 820 (formerly SFAS
No. 157 Fair Value
Measurement), effective July 1, 2008. FASB ASC 820 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. FASB ASC 820 requires consideration of a company's own creditworthiness
when valuing liabilities.
The
Company also adopted FASB Accounting Standards Codification 825 (formerly SFAS
No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities), effective July 1, 2008.
FASB ASC 825 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 FASB ASC
825, 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
December 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.
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
FASB ASC
820 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
December 31, 2009, by caption on the consolidated balance sheet and by FASB ASC
820 valuation hierarchy described above.
|
Assets
measured at fair value on a recurring and
|
Total
|
||||||||||||||||
|
nonrecurring
basis
|
carrying
|
||||||||||||||||
|
at
December 31, 2009:
|
Level
1
|
Level
2
|
Level
3
|
value
|
|||||||||||||
|
Nonrecurring:
|
|||||||||||||||||
|
Loan
held for sale
|
- | - | 265,616 | 265,616 | |||||||||||||
|
Total
assets at fair value
|
$ | - | $ | - | $ | 265,616 | $ | 265,616 | |||||||||
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 quarter ended December 31, 2009.
|
LEVEL
3 ASSETS
|
||||
|
Six
Months Ended December 31, 2009
|
||||
|
Due from Affiliate
|
||||
|
Balance
- July 1, 2009
|
$ | 267,281 | ||
|
Advances
and (repayments), net
|
(1,665 | ) | ||
|
Balance
- December 31, 2009
|
$ | 265,616 | ||
Note
3. Subsequent Events
In
January 2010, the Company received $30,000 from an affiliated company to reduce
its indebtedness to the Company.
In
accordance with FASB ASC 855 (formerly SAFS No. 165 Subsequent Events) management
evaluated all activities of the Company through February 2, 2010 (the issue date
of the financial statements) and concluded that no additional subsequent events
occurred that would require recognition or disclosure in these financial
statements.
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. Quantitative and Qualitative Disclosures
about Market Risk.
N/A
Item
4. Controls and Procedures
Our
management, comprising the Chief Executive Officer and the 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 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, 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
December 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.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings
None
Item
1A. Risk Factors.
None
Item
2. Unregistered Sale of Equity Securities and Use of
Proceeds.
None
Item
3. Defaults upon Senior Securities.
None
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
PART II.
OTHER INFORMATION
|
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/Principal Accounting 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/Principal Accounting Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
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, 2010
|
By
: /s/Sun Tze
Whang
|
|
Sun
Tze Whang
|
|
|
Director
/Chief Executive Officer
|
|
|
By
: /s/Kit H.
Tan
|
|
|
Kit
H. Tan
|
|
|
Director
/Chief Financial Officer/
|
|
|
Principal
Accounting Officer
|
10