California | 95-2563023 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
26 Briarwood | 92604 | |
Irvine, CA | (Zip Code) | |
(Address of principal executive offices) |
Large accelerated Filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
2008
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Quarter ended September 30
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$ | 0.01 | $ | 0.02 | ||||
Quarter ended December 31
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$ | 0.002 | $ | 0.005 | ||||
2009
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||||||||
Quarter ended March 31
|
$ | 0.002 | $ | 0.0025 | ||||
Quarter ended June 30
|
$ | 0.01 | $ | 0.01 | ||||
Quarter ended September 30
|
$ | 0.01 | $ | 0.02 | ||||
Quarter ended December 31
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$ | 0.01 | $ | 0.02 | ||||
2010
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||||||||
Quarter ended March 31
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$ | 0.004 | $ | 0.01 | ||||
Quarter ended June 30
|
$ | 0.004 | $ | 0.004 | ||||
Quarter ended September 30
|
$ | 0.005 | $ | 0.005 | ||||
Quarter ended December 31
|
$ | 0.005 | $ | 0.0052 | ||||
2011
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||||||||
Quarter ended March 31
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$ | 0.006 | $ | 0.01 | ||||
Quarter ended June 30
|
$ | 0.007 | $ | 0.008 |
BALANCE SHEET
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JUNE 30, 2011 AND 2010
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ASSETS
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2011
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2010
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CURRENT ASSETS:
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||||||||
Cash
|
$ | 9,265 | $ | 7,807 | ||||
Due from affiliate
|
236,615 | 246,028 | ||||||
Total current assets
|
245,880 | 253,835 | ||||||
TOTAL ASSETS
|
$ | 245,880 | $ | 253,835 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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CURRENT LIABILITIES:
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||||||||
Accrued professional fees
|
$ | 10,000 | $ | 8,450 | ||||
Accrued management fees to related party
|
15,500 | 18,500 | ||||||
Other accrued expenses
|
2,350 | 4,078 | ||||||
Total current liabilities
|
27,850 | 31,028 | ||||||
STOCKHOLDERS' EQUITY:
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Preferred stock, no par value;authorized 50,000,000 shares; no shares outstanding
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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 | 500,000 | ||||||
Accumulated deficit
|
(281,970 | ) | (277,193 | ) | ||||
Total stockholders' equity
|
218,030
|
222,807 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 245,880 | $ | 253,835 | ||||
See accompanying notes to financial statements.
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STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT FOR THE YEARS ENDED JUNE 30, 2011 AND 2010
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2011
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2010
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EXPENSES:
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||||||||
Professional fees
|
$ | 11,200 | $ | 11,547 | ||||
General and administrative
|
7,364 | 9,427 | ||||||
Management fees to related party
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6,000 | 6,000 | ||||||
Total expenses
|
24,564 | 26,974 | ||||||
OTHER INCOME – Interest from affiliate
|
20,587 | 21,694 | ||||||
LOSS BEFORE INCOME TAXES
|
(3,977 | ) | (5,280 | ) | ||||
INCOME TAXES
|
800 | 800 | ||||||
NET LOSS
|
(4,777 | ) | (6,080 | ) | ||||
ACCUMULATED DEFICIT,BEGINNING OF YEAR
|
(277,193 | ) | (271,113 | ) | ||||
ACCUMULATED DEFICIT,END OF YEAR
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$ | (281,970 | ) | $ | (277,193 | ) | ||
NET LOSS PER SHARE BASIC AND DILUTED
|
$ | 0.01 | $ | 0.01 | ||||
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC AND DILUTED
|
39,999,942 | 39,999,942 | ||||||
See accompanying notes to financial statements.
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STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2011 AND 2010
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2011
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2010
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (4,777 | ) | $ | (6,080 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Changes in operating assets and liabilities:
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||||||||
Accrued expenses
|
(3,178
|
) | (7,574 | ) | ||||
Net cash used in operating activities
|
(7,955 | ) | (13,654 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||
Due from affiliate, net
|
9,413 | 21,253 | ||||||
Net cash provided by financing activities
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9,413 | 21,253 | ||||||
CASH, BEGINNING OF YEAR
|
7,807 | 208 | ||||||
CASH, END OF YEAR
|
$ | 9,265 | $ | 7,807 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Income tax paid
|
$ | 800 | $ | 800 | ||||
See accompanying notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS
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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.
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Reclassifications – Certain prior year amounts have been reclassified to conform to the current year’s presentation.
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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.
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Income Taxes – The Company accounts for income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) codified within Accounting Standards Codification (“ASC”) Topic No. 740, Income Taxes, formerly the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (see Note 4).
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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.
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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.
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Recent Accounting Pronouncements – In January 2010, 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 ASC originally issued as 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 for the twelve months ended June 30, 2011 with no impact to the financial statements.
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Assets measured at fair value on a recurring and nonrecurring basis at June 30, 2011:
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Level 1
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Level 2 |
Level 3
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Total carrying value
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Nonrecurring:
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Due from affiliate
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- | - | 236,615 | 236,615 | ||||||||||||
Total assets at fair value
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$ | - | $ | - | $ | 236,615 | $ | 236,615 |
Assets measured at fair value on a recurring and nonrecurring basis at June 30, 2010:
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Level 1
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Level 2 |
Level 3
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Total carrying value
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Nonrecurring:
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Due from affiliate
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- | - | 246,028 | 246,028 | ||||||||||||
Total assets at fair value
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$ | - | $ | - | $ | 246,028 | $ | 246,028 |
LEVEL 3 ASSETS
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Year Ended June 30, 2011
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Due from Affiliate
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Balance - July 1, 2010
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$ | 246,028 | |
Repayments
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(30,000 | ) | |
Interest Income
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20,587 | ||
Balance - June 30, 2011
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$ | 236,615 |
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An officer of the Company charged a management fee totaling $6,000 for each of the years ended June 30, 2011 and 2010 for the use of a home office, accounting and other services. The amount payable as of June 30, 2011 is $15,500.
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4.
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INCOME TAXES
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Income taxes for the years ended June 30, 2011 and 2010 represent state minimum franchise tax of $800. At June 30, 2011, the Company had net operating loss carryforwards for Federal income tax purposes totaling approximately $15,902. 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 FASB ASC 740-10, a full valuation allowance has been provided against the gross deferred tax assets arising from these loss
carryforwards. The total deferred tax asset is $3,498, as of June 30, 2011. This is calculated by applying an estimated tax rate of 22% (the combined Federal and State tax rates) to the cumulative net operating losses of $15,902. For the year ended June 30, 2010 the deferred tax asset was $2,448. This was calculated using the 2010 NOL carryforward of $11,127 multiplied by a 22% estimated tax rate. If not utilized, these carryforwards will expire beginning in fiscal 2028.
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5.
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MANAGEMENT'S PLANS (UNAUDITED)
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Name
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Age
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Position
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Dr. Sun Tze Whang
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67
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Chairman of the Board and Chief Executive Officer
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Kit Heng Tan
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61
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Chief Financial Officer/Principal Accounting Officer and Secretary |
Beneficial Owner
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Shares Owned Beneficially and of Record
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Percent of Class
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Carlee Electronics Pte. Ltd.159 Gul Circle Singapore 629617
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25,800,000
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64.5%
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Officers and directors as a group (two persons)
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(1)
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(1) |
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a.
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The following financial statements are filed as part of this report:
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Report of Independent Registered Public Accounting Firm
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Interdyne Company Balance Sheet at June 30, 2011 and 2010
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Interdyne Company Statements of Income and Accumulated Deficit for the Years Ended June 30, 2011 and 2010
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Interdyne Company Statements of Cash Flows for the Years Ended June 30, 2011 and 2010
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b.
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No financial statement schedules are filed as part of this report.
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c.
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The following exhibits are filed as part of this report:
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Dated: September 1, 2011
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INTERDYNE COMPANY
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(Registrant)
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By:
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/s/Kit H. Tan | |
Kit H. Tan | |||
Chief Financial Officer/ | |||
Principal Accounting Officer |
Signature & Title | Capacity | Date |
/s/ Sun Tze Whang
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Sun Tze Whang
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Director and |
September 1, 2011
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Chief Executive Officer
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Chief Executive Officer
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/s/ Kit H. Tan
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Kit H. Tan | Director and | September 1, 2011 |
Chief Financial Officer/ | Chief Financial Officer/ | |
Principal Accounting Officer | Principal Accounting Officer |
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1.
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I have reviewed this Annual Report Form 10-K for the fiscal year ended June 30, 2011 of Interdyne Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financing reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financing reporting, or caused such internal control over financing reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation;
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d.
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Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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|
b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: September 1, 2011 | |||
|
By:
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/s/Sun Tze Whang | |
Sun Tze Whang | |||
Chief Executive Officer |
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1.
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I have reviewed this Annual Report Form 10-K for the fiscal year ended June 30, 2011 of Interdyne Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financing reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financing reporting, or caused such internal control over financing reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation;
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: September 1, 2011 | |||
|
By:
|
/s/Kit H. Tan | |
Kit H. Tan | |||
Chief Financial Officer/ | |||
Principal Accounting Officer |
September 1, 2011
|
|||
|
|||
|
By:
|
/s/Sun Tze Whang | |
Sun Tze Whang | |||
Chief Executive Officer | |||
September 1, 2011
|
|||
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|
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By: | /s/ Kit H. Tan | ||
Kit H. Tan | |||
Chief Financial Officer/ | |||
Principal Accounting Officer |