INTERDYNE CO - Quarter Report: 2011 September (Form 10-Q)

form10q.htm

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 September 30, 2011

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 incorporation or organization)		(I.R.S. Employer Identification No.)

26 Briarwood, Irvine, California		92604
(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 September 30, 2011, there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.

Exhibit Index Page No.: None

INTERDYNE COMPANY

FORM 10-Q

INDEX

		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Balance Sheets as of September 30, 2011 and June 30, 2011	3

	Statements of Operations for the Quarter ended September 30, 2011 and September 30, 2010	4

	Statements of Cash Flows for the Quarter ended September 30, 2011 and September 30, 2010	5

	Notes to Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Controls and Procedures	8

PART II.	OTHER INFORMATION

Item 6.	Exhibits	9

Signatures		10

Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INTERDYNE COMPANY

BALANCE SHEET

	9/30/2011			6/30/2011
	(Unaudited)			(Audited)

ASSETS
CURRENT ASSETS
Cash	$	4,277		$	9,265
Due from affiliate		241,679			236,615
TOTAL CURRENT ASSETS	$	245,956		$	245,880

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued professional fees	$	10,500		$	10,000
Accrued management fees to related party		17,000			15,500
Other accrued expenses		3,399			2,350
TOTAL CURRENT LIABILITIES	$	30,899		$	27,850

STOCKHOLDERS' EQUITY
Preferred stock, no par value, authorized 50,000,000 shares, no shares outstanding
Common stock, no par value, 100,000,000shares authorized, 39,999,942 shares issued and to be issued	$	500,000		$	500,000
Accumulated deficit		(284,943	)		(281,970	)
TOTAL STOCKHOLDERS' EQUITY	$	215,057		$	218,030
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	245,956		$	245,880

The accompanying notes are an integral part of the financial statements.

Index

INTERDYNE COMPANY

STATEMENTS OF OPERATIONS

	Quarter Ended
	9/30/2011			9/30/2010
	(Unaudited)			(Unaudited)
INCOME
Interest earned	$	5,064		$	5,265
EXPENSES
General and administrative		5,737			4,143
Management Fees		1,500			1,500
	$	7,237		$	5,643

GROSS (LOSS)/PROFIT BEFORE TAX	$	(2,173	)	$	(378	)
TAX PROVISION		(800	)		(800	)
NET LOSS	$	(2,973	)	$	(1,178	)
NET LOSS PER SHARE	$	(0.0001	)	$	(0.0000	)

The accompanying notes are an integral part of the financial statements.

Index

INTERDYNE COMPANY

STATEMENTS OF CASH FLOWS

	Quarter Ended
	9/30/2011			9/30/2010
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,973	)	$	(1,178	)
Adjustments to reconcile net loss to net cash generated from/(used in) operating activities
Changes In operating assets and liabilites
Accrued expense		3,049			4,369
Net cash provided by operating activities		76			3,191
CASH FLOWS FROM FINANCING ACTIVITIES
Due from affiliate		(5,064	)		(5,266	)
Net cash used by financing activities		(5,064	)		(5,266	)

NET INCREASE (DECREASE) IN CASH		(4,988	)		(2,075	)

CASH, BEGINNING OF PERIOD		9,265			7,807

CASH, END OF PERIOD	$	4,277		$	5,732

The accompanying notes are an integral part of the financial statements.

Index

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 September 30, 2011 and the results of operations for the quarter ended September 30, 2011 and 2010 and changes in cash flows for the quarter ended September 30, 2011 and 2010. 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, 2011, as filed with the Securities and Exchange Commission. The results of operations for the quarter ended September 30, 2011 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2012.

Note 2. Changes in Significant Accounting Policies

There are no newly issued accounting pronouncements that the Company expects to have a material effect on the financial statements.

Determination of Fair Value

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, an update that improves the requirements related to Fair Value Measurements and Disclosures Subtopic 820-10 of the FASB Accounting Standards Codification (“ASC”) originally issued as a FASB Statement 157. This update requires disclosures about transfers between Level 1, Level 2 and Level 3 assets and the disaggregated activity in the roll forward for Level 3 Fair Value measurements. The Company adopted the measurement requirements of this guidance during the year with no impact to the financial statements.

At September 30, 2011, 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.

Index

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 September 30, 2011, 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 nonrecurring basis at September 30, 2011:	Level 1			Level 2			Level 3			Total carrying value
Nonrecurring:
Due from affifliate			-			-		$	241,679		$	241,679

Total assets at fair value		$	-		$	-		$	241,679		$	241,679

Index

Assets measured at fair value on a recurring and nonrecurring basis at June 30, 2011:	Level 1			Level 2			Level 3			Total carrying value
Nonrecurring:
Due from affiliate			-			-		$	236,615		$	236,615

Total assets at fair value		$	-		$	-		$	236,615		$	236,615

The only change in Level 3 investments for the quarter ending September 30, 2011 was interest income of $5,064.

Note 3. Subsequent Events

In accordance with FASB ASC 855 (formerly SAFS No. 165 Subsequent Events) management evaluated all activities of the Company through October 24, 2011 (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 opportunity.

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 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 September 30, 2011 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 September 30, 2011 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.

Index

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

Item 6. Exhibits

31.1 Certification of the Company's Chief Executive Officer, Sun Tze Whang, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Company's Chief Financial Officer, Kit H. Tan, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of the Company's Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Index

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 : October 24, 2011	By:	/s/ Sun Tze Whang
	Sun Tze Whang
	Director /Chief Executive Officer

	By:	/s/Kit H. Tan
	Kit H. Tan
	Director /Chief Financial Officer