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, 2008
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.)
2 Flagstone Apt 425
Irvine, CA 92606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949)748-7470
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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, 2008 were zero.
The aggregate market value of voting Common Stock held by non-affiliates of the
Registration on August 31, 2008 was $141,999.
As of August 31, 2008, 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 2 Flagstone Apt 425,
Irvine, CA 92606, and was charged management fees by the officer of $6,000 per
annum during fiscal years 2008 and 2007 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 2008.
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, 2005 and
ending June 30, 2008. The prices for year ended June 30, 2008 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.
2005
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
Quarter ended September 30 $0.02 $0.02
Quarter ended December 31 $0.015 $0.02
2008
Quarter ended March 31 $0.012 $0.02
Quarter ended June 30 $0.01 $0.02
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As of August 31, 2008, both the high and low bid prices for the Company's
Common Stock were $0.014 and $0.01 respectively. There were approximately 1,633
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, 2008, the
outstanding balance including interest totaled $263,830. The advances bear
interest of 8.5% per annum for the years ended June 30, 2008 and 2007. Interest
earned from the affiliate were $21,748 and $21,344 for the years ended June 30,
2008 and 2007, 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 2008 and 2007 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, 2008 and for the years
ended June 30, 2008 and 2007 are set forth on the following pages.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Interdyne Company:
We have audited the accompanying balance sheets of Interdyne Company (the
"Company") as of June 30, 2008 and 2007 and the related statements of income and
accumulated deficit and of cash flows for each of the years ended June 30, 2008
and 2007. 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 has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit 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. Accordingly we express no such
opinion. 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, 2008 and
2007 and the results of its operations and its cash flows for the years ended
June 30, 2008 and 2007 in conformity with accounting principles generally
accepted in the United States.
s/s Farber Hass Hurley LLP
September 12, 2008
Camarillo, California
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INTERDYNE COMPANY
BALANCE SHEET
JUNE 30, 2008 AND 2007
2008 2007
---------- ----------
ASSETS
CURRENT ASSETS:
Cash $ 1,618 $ 2,960
Due from affiliate 263,830 254,581
---------- ----------
Total current assets 265,448 257,541
---------- ----------
TOTAL ASSETS $ 265,448 $ 257,541
========== ==========
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued professional fees $ 9,350 $ 6,500
Accrued management fees to related party 18,670 12,670
Other accrued expenses 5,454 4,677
---------- ----------
Total current liabilities 33,474 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 500,000 500,000
Accumulated deficit (268,026) (266,306)
---------- ----------
Total stockholders' equity 231,974 233,694
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 265,448 $ 257,541
========== ==========
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See accompanying notes to financial statements.
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INTERDYNE COMPANY
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
2008 2007
------------ ------------
EXPENSES:
Professional fees $ 9,600 $ 9,910
General and administrative 7,068 5,377
Management fees to related party 6,000 6,000
------------ ------------
Total expenses 22,668 21,287
OTHER INCOME - Interest from affiliate 21,748 21,344
------------ ------------
INCOME/(LOSS) BEFORE INCOME TAXES (920) 57
INCOME TAXES 800 800
------------ ------------
NET LOSS (1,720) (743)
ACCUMULATED DEFICIT,
BEGINNING OF YEAR (266,306) (265,563)
------------ ------------
ACCUMULATED DEFICIT,
END OF YEAR $ (268,026) $ (266,306)
============ ============
INCOME PER SHARE
BASIC AND DILUTED $ 0.00 $ 0.00
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC AND DILUTED 39,999,942 39,999,942
============ ============
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See accompanying notes to financial statements.
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INTERDYNE COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
2008 2007
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,720) $ (743)
Adjustments to reconcile net loss
to net cash used in
operating activities:
Changes in operating assets
and liabilities:
Due from affiliate (9,249) (7,845)
Accrued expenses 9,627 8,397
--------- ---------
Net cash used in
operating activities (1,342) (191)
CASH, BEGINNING OF YEAR 2,960 3,151
--------- ---------
CASH, END OF YEAR $ 1,618 $ 2,960
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION - Income tax paid $ 800 $ 800
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See accompanying notes to financial statements.
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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 - There are no recently issued accounting
pronouncements that could have a material impact on the Company's
operations or financial statements.
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, 2008 and 2007 of 8.25% per annum. Interest
recorded from the affiliate totaled $21,748 and $21,344, respectively, for
the years ended June 30, 2008 and 2007. The outstanding balance including
interest was $263,830 at June 30, 2008, 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, 2008 and 2007 for the use of a home
office, accounting and other services.
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3. INCOME TAXES
Income taxes for the years ended June 30, 2008 and 2007 represent state
minimum franchise tax of $800. At June 30, 2008, the Company had net
operating loss carryforwards for Federal income tax purposes totaling
approximately $2,500. 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 $105,000 primarily due to the expiration
of certain net operating loss carryforwards. If not utilized, these
carryforwards will expire in fiscal 2028.
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 2009.
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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
Our management, comprising the Chief Executive Officer and Chief Financial
Officer, are responsible for establishing and maintaining disclosure controls
and procedures for the Company. They have designed such disclosure controls and
procedures to ensure that material information is made known to them,
particularly during the period in which this report was prepared. They have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this report and believe that the Company's disclosure controls
and procedures are effective considering the fact that the Company is dormant.
Disclosure Controls - 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 have concluded that our disclosure controls and
procedures are effective considering the fact that the Company is dormant.
Management's Report on Internal Control Over Financial Reporting - 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 June 30, 2008 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 June 30, 2008.
Our independent auditors have not audited and are not required to audit
this assessment of our internal control over financial reporting for the fiscal
year ended June 30, 2008.
Changes in Internal Controls - 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.
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:
10
Name Age Position
Dr. Sun Tze Whang 64 Chairman of the Board
and Chief Executive Officer
Kit Heng Tan 58 Chief Financial Officer
and Secretary
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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. ("Riviera"), a
company incorporated in the Republic of Singapore, 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. ("Carlee Electronics"), a company incorporated in
the Republic of Singapore, 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.
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ITEM 10. EXECUTIVE COMPENSATION
For the fiscal years ended June 30, 2008 and 2007, 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 2008 and 2007 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, 2008, 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 percent
(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)
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(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, 2008, the
outstanding balance including interest was $263,830. The advances bear interest
of 8.5% per annum for years ended June 30, 2008 and 2007. Interest earned from
the affiliate were $21,748 and $21,344, and $21,257, for the years ended June
30, 2008, 2007 and 2006, respectively.
The Company uses the home office of an officer at 2 Flagstone, Irvine, CA
92606, and was charged management fees of $6,000 per annum by an officer for
each of the fiscal years 2008 and 2007 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.
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ITEM 13. EXHIBITS
Exhibit No. Description
31.1 Certification of chief executive officer
31.2 Certification of chief financial officer
32 Section 1350 Certification
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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
$9,100 in the fiscal year ended June 30, 2008, and $8,760 in the fiscal year
ended June 30, 2007.
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 each of the fiscal years ended June 30, 2008, and June
30, 2007.
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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 12, 2008
INTERDYNE COMPANY
(Registrant)
By: /s/ Kit H. Tan
Kit H. Tan
Chief Financial Officer
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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 12, 2008
Chief Executive Officer Chief Executive Officer
/s/ Kit H. Tan
Kit H. Tan Director and September 12, 2008
Chief Financial Officer Chief Financial Officer
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