INTERDYNE CO - Quarter Report: 2015 March (Form 10-Q)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2015
OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from: Not applicable
Commission file number 0-4454
INTERDYNE COMPANY
(Exact name of registrant as specified in its charter)
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CALIFORNIA
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95-2563023
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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26 Briarwood, Irvine, California
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92604
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(Address of principal executive offices)
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(Zip Code)
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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 ☒ 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):
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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(do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of March 31, 2015, there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.
Exhibit Index Page No.: 8
INTERDYNE COMPANY
FORM 10-Q
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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3
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4
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5
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6
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Item 2.
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6
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Item 3.
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6
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PART II. OTHER INFORMATION
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Item 6.
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8
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9
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PART I. FINANCIAL INFORMATION
INTERDYNE COMPANY
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3/31/2015
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6/30/2014
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|||||||
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(Unaudited)
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(Audited)
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|||||||
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ASSETS
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||||||||
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CURRENT ASSETS
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||||||||
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Cash
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$
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2,762
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$
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2,730
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OTHER ASSETS
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Due from affiliate
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200,760
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206,902
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TOTAL CURRENT ASSETS
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$
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203,522
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$
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209,632
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
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CURRENT LIABILITIES
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Accrued professional fees
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$
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9,000
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$
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8,300
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Accrued management fees to related party
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14,000
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12,500
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Other accrued expenses
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3,867
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3,167
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TOTAL CURRENT LIABILITIES
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26,867
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$
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23,967
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STOCKHOLDERS' EQUITY
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Preferred stock, no par value, 50,000,000 shares authorized, no shares outstanding
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-
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-
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Common stock, no par value, 100,000,000 shares authorized, 39,999,942 shares issued and outstanding
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500,000
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$
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500,000
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Accumulated deficit
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(323,345
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)
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(314,335
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)
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TOTAL STOCKHOLDERS' EQUITY
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176,655
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$
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185,665
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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203,522
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$
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209,632
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The accompanying notes are an integral part of the financial statements.
INTERDYNE COMPANY
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Three Months Ended
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Nine Months Ended
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3/31/2015
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3/31/2014
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3/31/2015
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3/31/2014
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|||||||||||||
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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EXPENSES
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Professional fees
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$
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3,500
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$
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3,400
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$
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10,815
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$
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10,365
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General and administrative
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1,926
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1,970
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5,753
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5,913
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Management Fees
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1,500
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1,500
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4,500
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4,500
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TOTAL EXPENSES
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6,926
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6,870
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21,068
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20,778
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OTHER INCOME - interest from affiliate
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4,206
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4,348
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12,858
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13,465
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LOSS BEFORE INCOME TAXES
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(2,720
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)
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(2,522
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)
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(8,210
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)
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(7,313
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)
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INCOME TAX EXPENSE
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-
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-
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(800
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)
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(800
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)
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NET LOSS
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$
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(2,720
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)
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$
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(2,522
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)
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$
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(9,010
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)
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$
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(8,113
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)
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BASIC AND DILUTED LOSS PER SHARE
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING
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39,999,942
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39,999,942
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39,999,942
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39,999,942
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The accompanying notes are an integral part of the financial statements.
INTERDYNE COMPANY
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Nine Months Ended
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3/31/2015
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3/31/2014
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(Unaudited)
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(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(9,010
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)
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$
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(8,113
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)
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Adjustments to reconcile net loss to net cash used by operating activities :
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Increase/decrease resulting from changes in :
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Accrued interest income
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(12,858
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)
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(13,465
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Accrued expense
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2,900
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(4,764
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)
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Net cash used by operating activities
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(18,968
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)
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(26,342
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)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Cash received from affiliate
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19,000
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23,286
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Net cash provided by financing activities
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19,000
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23,286
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NET INCREASE/(DECREASE) IN CASH
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32
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(3,056
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)
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CASH, BEGINNING OF PERIOD
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2,730
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6,427
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CASH, END OF PERIOD
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$
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2,762
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$
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3,371
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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Income taxes paid
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$
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800
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$
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800
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The accompanying notes are an integral part of the financial statements.
INTERDYNE COMPANY
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Note 1.
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Interim Financial Statements
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The accompanying financial statements are unaudited, but in the opinion of the management of Interdyne Company (“the Company”), contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position as of March 31, 2015 and the results of operations for the three and nine months ended March 31, 2015 and 2014 and changes in cash flows for the nine months ended March 31, 2015 and 2014. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States 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, 2014, as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2015.
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Note 2.
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Changes in Significant Accounting Policies
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There are no newly issued accounting pronouncements that the Company expects to have a material effect on the financial statements and there have been no changes in our significant accounting policies.
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Note 3.
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Due from affiliate
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In prior years, the Company made advances to Acculogic, Inc., an affiliated company through common ownership and management. The advances bear interest at 8.5% per annum, payable on demand. The balance including interest is guaranteed by another affiliated company. During the nine months ended March 31, 2015 the Company received $19,000 from Acculogic, Inc. as repayments against the advances and accrued interest due.
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.
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk.
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N/A
Our management, comprising the Chief Executive Officer and 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 not effective considering the fact that the Company, being dormant, has only one person on staff, the Chief Financial Officer/Principal Accounting Officer, to (1) handle all accounting transactions (consisting of primarily collecting funds from a related party and paying all expenses, including fees to this same officer); (2) reconcile the bank account, and (3) prepare all financial statement disclosures. The above duties have no supervision or review to insure proper segregation of duties and review of disclosures.
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, 2015 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 has concluded that our internal control over financial reporting was not effective as of March 31, 2015 considering the fact that the Company, being dormant, has only one person on staff to handle all duties of the Company.
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
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Item 1.
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Legal Proceedings
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None
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Item 1A.
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Risk Factors.
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None
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Item 2.
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Unregistered Sale of Equity Securities and Use of Proceeds.
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None
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Item 3.
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Defaults upon Senior Securities.
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None
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Item 4.
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Submission of Matters to a Vote of Security Holders.
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None.
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Item 5.
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Other Information.
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None
| 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. |
| d. | 101.INS XBRL Instance Document |
| e. | 101.SCH XBRL Taxonomy Extension Schema Document |
| f. | 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document |
| g. | 101.LAB XBRL Taxonomy Extension Label Linkbase Document |
| h. | 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document |
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)
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Date: May 4, 2015
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By:
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/s/Sun Tze Whang
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Sun Tze Whang
Director /Chief Executive Officer
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By:
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/s/Kit H. Tan
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Kit H. Tan
Director /Chief Financial Officer/Principal Accounting Officer
9