Interdyne Co (Other) (10KSB)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2007
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   (I.R.S. Employer
incorporation or organization)     Identification No.)

 1418 Piedmont
 Irvine, CA                         92620
(Address of principal executive    (Zip Code)
offices)

Registrant's telephone number, including area code: (949)679-7079

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 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 [ ]

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB. [X]

Total revenues for registrants fiscal year ended June 30, 2007 were zero.

The aggregate market value of voting Common Stock held by non-affiliates of the Registration on August 31, 2007 was $283,999.

As of August 31, 2007, 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. PROPERTIES

The Company uses the home office of an officer at 1418 Piedmont, Irvine, CA 92620, and was charged management fees by the officer of $6,000 per annum during fiscal years 2007 and 2006 for the use of the home office and for providing accounting and other services.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings and no such proceedings are known to be contemplated.

ITEM 4. 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 2007.

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, 2004 and ending June 30, 2007. The prices for year ended June 30, 2007 were extracted from the Nasdaq website. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and do not necessarily represent actual transactions.

           2004
Quarter ended September 30             $0.03             $0.04
Quarter ended December 31              $0.03             $0.04

           2005
Quarter ended March 31                 $0.03             $0.04
Quarter ended June 30                  $0.02             $0.03
Quarter ended September 30             $0.01             $0.07
Quarter ended December 31              $0.03             $0.05

           2006
Quarter ended March 31                 $0.02             $0.04
Quarter ended June 30                  $0.02             $0.02
Quarter ended September 30             $0.02             $0.02
Quarter ended December 31              $0.02             $0.04

           2007
Quarter ended March 31                 $0.02             $0.02
Quarter ended June 30                  $0.02             $0.03

As of August 31, 2007, both the high and low bid prices for the Company's Common Stock were $0.02. There were approximately 1,636 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, 2007, the outstanding balance including interest totaled $254,581. The advances bear interest of 8.5% per annum for the years ended June 30, 2007 and 2006. Interest earned from the affiliate were $21,344 and $21,257 for the years ended June 30, 2007 and 2006, 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 2007 and 2006 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, 2007 and for the years ended June 30, 2007 and 2006 are set forth on the following pages.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Interdyne Company:

We have audited the accompanying balance sheet of Interdyne Company (the "Company") as of June 30, 2007 and the related statements of income and accumulated deficit and of cash flows for the years ended June 30, 2007 and 2006. 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 is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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. 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 presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2007 and the results of its operations and its cash flows for the years ended June 30, 2007 and 2006 in conformity with accounting principles generally accepted in the United States.

s/s Farber Hass Hurley & McEwen LLP
August 9, 2007
Camarillo, California

INTERDYNE COMPANY

BALANCE SHEET
JUNE 30, 2007

ASSETS

CURRENT ASSETS:

Cash                                                                  $   2,960
Due from affiliate                                                      254,581
                                                                      ---------
Total current assets                                                    257,541
                                                                      ---------

TOTAL ASSETS                                                          $ 257,541
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accrued professional fees                                             $   6,500
Accrued management fees to related party                                 12,670
Other accrued expenses                                                    4,677
                                                                      ---------
Total current liabilities                                                23,847
                                                                      ---------

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
Accumulated deficit                                                    (266,306)
                                                                      ---------
Total stockholders' equity                                              233,694
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 257,541
                                                                      =========

See accompanying notes to financial statements.

INTERDYNE COMPANY

STATEMENTS OF INCOME AND ACCUMULATED DEFICIT FOR THE YEARS ENDED JUNE 30, 2007 AND 2006

                                                             2007          2006
                                                      -----------   -----------

EXPENSES:
Professional fees                                     $     9,910   $     7,160
General and administrative                                  5,377         4,640
Management fees to related party                            6,000         6,000
                                                      -----------   -----------
Total expenses                                             21,287        17,800

OTHER INCOME - Interest from affiliate                     21,344        21,257
                                                      -----------   -----------

INCOME BEFORE INCOME TAXES                                     57         3,457

INCOME TAXES                                                  800           800
                                                      -----------   -----------

NET INCOME/(LOSS)                                            (743)        2,657

ACCUMULATED DEFICIT,
   BEGINNING OF YEAR                                     (265,563)     (268,220)
                                                      -----------   -----------

ACCUMULATED DEFICIT,
   END OF YEAR                                        $  (266,306)  $  (265,563)
                                                      ===========   ===========

INCOME 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.

INTERDYNE COMPANY

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2007 AND 2006

                                                                2007       2006
                                                            --------   --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)                                           $   (743)  $  2,657
Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
   Changes in operating assets
      and liabilities:
      Due from affiliate                                      (7,845)     8,715
      Accrued expenses                                         8,397     (9,480)
                                                            --------   --------
Net cash provided by (used in)
  operating activities                                          (191)     1,892

CASH, BEGINNING OF YEAR                                        3,151      1,259
                                                            --------   --------

CASH, END OF YEAR                                           $  2,960   $  3,151
                                                            ========   ========

SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION - Income tax paid                       $    800   $    800

See accompanying notes to financial statements.

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. This receivable is guaranteed by another affiliated company.

Income Taxes - The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (see Note 3).

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.

Basic Net Income per Common Share - Basic net income per common share is computed on the basis of the weighted average number of common shares outstanding during each year. Weighted average shares for computing earnings per share were 39,999,942 for each of the years presented. There were no dilutive securities for any years presented.

Recent Accounting Pronouncements - In December 2004, the FASB issued FIN No. 46R, "Consolidation of Variable Interest Entities." This requires that the assets, liabilities and results of the activity of variable interest entities be consolidated into the financial statements of the company that has a controlling financial interest. It also provides the framework for determining whether an entity should be consolidated based on voting interest or significant financial support provided to it. The Company adopted this pronouncement on January 1, 2005. The adoption did not have any impact on the Company's financial condition or results of operations.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based payment". This statement revises FASB Statement No. 123, "Accounting for Stock-Based Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees". SFAS No. 123 (R) focuses primarily on the accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123(R) requires companies to recognize in the statement of operations the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). This Statement, for small business issuers is effective as of the first reporting period that begins after December 15, 2005. Accordingly, the Company adopted this pronouncement on January 1, 2006. The Company does not anticipate that it will have a material impact on the Company's overall results of operations or financial position since the Company currently does not utilize share based payments. However, in the future, if the Company does decide to use share based payments as compensation, it could have a material impact on the Company's results of operations.

In December 2004, the FASB issued SFAS No. 153 "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions". The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of assets exchanged. Further, the amendments eliminate the narrow exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The Company adopted this pronouncement on July 1, 2005 and it is not anticipated that this will have a material impact on the Company's overall results of operations or financial position.

2. 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 during June 30, 2007 and 2006 of 8.25% per annum. Interest recorded from the affiliate totaled $21,344 and $21,257, respectively, for the years ended June 30, 2007 and 2006. The outstanding balance including interest was $254,581 at June 30, 2007, which is guaranteed by another affiliated company.

An officer of the Company charged a management fee totaling $6,000 for each of the years ended June 30, 2007 and 2006 for the use of a home office, accounting and other services.

3. INCOME TAXES

Income taxes for the years ended June 30, 2007 and 2006 represent state minimum franchise tax of $800. At June 30, 2007, the Company had net operating loss carryforwards for Federal income tax purposes totaling approximately $107,645. 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 the Company will not be able to utilize the benefits of these carryforwards. Therefore, a full valuation allowance has been provided against the gross deferred tax assets arising from these loss carryforwards. The valuation allowance decreased approximately $54,000 primarily due to the expiration of certain net operating loss carryforwards. If not utilized, these carryforwards will expire in fiscal 2007 and 2008.

4. 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 2008.

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

The Company's Chief Executive Officer, Sun Tze Whang, and the Company's Chief Financial Officer, Kit Heng Tan, have evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report and in their opinions, considering the fact that the Company is dormant, the Company's disclosure controls and procedures ensure that material information relating to the Company is made known to them by others who have dealings with the Company, particularly during the period in which this report is being prepared, so as to allow timely decisions regarding required disclosure. To the knowledge of Sun Tze Whang and Kit Heng Tan, considering the fact that the Company continues to remain dormant, there have been no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of evaluation, and as a result, no corrective actions with regard to significant deficiencies or material weakness in our internal controls were required.

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:

      Name              Age       Position

Dr. Sun Tze Whang       63        Chairman of the Board
                                  and Chief Executive Officer

Kit Heng Tan            57        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., a company incorporated in the Republic of Singapore ("Riviera"), 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., a company incorporated in the Republic of Singapore ("Carlee Electronics"), 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.

ITEM 10. EXECUTIVE COMPENSATION

For the fiscal years ended June 30, 2007 and 2006, 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 2007 and 2006 for providing accounting and other services and for the use of his home office.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following sets forth information, as of August 31, 2007, 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 (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:

                               Shares Owned
                               Beneficially
Beneficial Owner               and of Record   Percent of Class

Carlee Electronics Pte. Ltd.     25,800,000          64.5%
159 Gul Circle
Singapore 629617

Officers and directors              (1)               (1)
as a group (two persons)

(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, 2007, the outstanding balance including interest was $254,581. The advances bear interest of 8.5% per annum for years ended June 30, 2007 and 2006. Interest earned from the affiliate were $21,344 and $21,257, and $20,866, for the years ended June 30, 2007, 2006 and 2005, respectively.

The Company uses the home office of an officer at 1418 Piedmont, Irvine, CA 92620, and was charged management fees of $6,000 per annum by an officer for each of the fiscal years 2007 and 2006 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.

ITEM 13. EXHIBITS

Exhibit No.    Description

31.1           Certification of chief executive officer
31.2           Certification of chief financial officer
32             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 $8,760 in the fiscal year ended June 30, 2007, and $6,710 in the fiscal year ended June 30, 2006.

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 the fiscal year ended June 30, 2007, and $500 in the fiscal year ended June 30, 2006.

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 10, 2007

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 10, 2007
Chief Executive Officer    Chief Executive Officer

/s/ Kit H. Tan
Kit H. Tan                 Director and              September 10, 2007
Chief Financial Officer    Chief Financial Officer

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