Quarterly Report (10-q)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: Not applicable
Commission file number 0-4454
INTERDYNE COMPANY
(Exact name of registrant as specified in its charter)
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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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Registrant’s telephone number, including area code: (805) 322-3883
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
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):
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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Emerging growth company ☐
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If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
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 October 29, 2021,
there were 39,999,942 shares of Common Stock, no par value, issued and outstanding.
INTERDYNE COMPANY
FORM 10-Q
INDEX
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Page
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PART I. FINANCIAL INFORMATION
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3
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Item 1. Financial Statements
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3
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Balance Sheets as of September 30, 2021 (unaudited) and June 30, 2021
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3
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Statements of Operations for the Three Months ended September 30, 2021 and 2020 (unaudited)
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4
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Statements of Stockholders’ Equity for the Three Months ended September 30, 2021 and 2020 (unaudited)
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5
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Statements of Cash Flows for the Three Months ended September 30, 2021 and 2020 (unaudited)
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7
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Notes to Unaudited Financial Statements
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8
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
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10
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Item 4. Controls and Procedures
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10
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PART II. OTHER INFORMATION
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11
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Item 1. Legal Proceedings
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11
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Item 1A. Risk Factors
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11
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Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
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11
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Item 3. Defaults upon Senior Securities
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11
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Item 4. Submission of Matters to a Vote of Security Holders
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11
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Item 5. Other Information
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11
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Item 6. Exhibits
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12
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Signatures
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13
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INTERDYNE COMPANY
BALANCE SHEETS
INTERDYNE COMPANY
STATEMENTS OF OPERATIONS
INTERDYNE COMPANY
STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended September 30, 2021
(Unaudited)
INTERDYNE COMPANY
STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended September 30, 2020
(Unaudited)
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Common Stock
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Shares
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Amount
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Additional Paid-in Capital
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Accumulated
Deficit
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Total Stockholders’
Equity
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Balance, June 30, 2020
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39,999,942
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$
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500,000
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$
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—
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$
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(457,173
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)
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$
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42,827
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Net Loss
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—
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—
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(6,721
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)
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(6,721
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)
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Balance, September 30, 2020
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39,999,942
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$
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500,000
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$
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—
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$
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(463,894
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)
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$
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36,106
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The accompanying notes are an integral part of these unaudited financial statements.
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INTERDYNE COMPANY
STATEMENTS OF CASH FLOWS
INTERDYNE COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
Basis of presentation
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 September 30, 2021 and the results of operations, cash flows
and changes in stockholders’ equity for interim periods presented. 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, 2021, as filed with the Securities and Exchange Commission. The results of operations for the three months ended
September 30, 2021 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30,
2022.
Going concern
The Company’s financial statements have been
prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation
of liabilities in the normal course of business. As of September 30, 2021, the Company has an accumulated deficit of $494,677, and a net
loss of $6,879 for the three months ended September 30, 2021. The Company did not generate revenues during the three months ended September
30, 2021 and may not have sufficient cash in hand to fund its operations for the next twelve months. These factors among others raise
substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern. The Company will have to rely on its related parties to fund its operations. There are no assurances such
funds will be available when needed.
Note 2. Changes in Significant
Accounting Policies
In December 2019, the Financial
Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting
for Income Taxes (ASU 2019-12), which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions
to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance
is effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a
prospective basis, with early adoption permitted.
On July 1, 2021, the Company
adopted the new standard and the adoption of ASU 2019-12 did not have a material effect on the Company’s financial statements.
Note 3. Related Party Transactions
An officer of the Company charged a management fee
totalling $1,500 and $1,500 for the three months ended September 30, 2021 and 2020, respectively, for the use of a home office, accounting
and other services. The balances due to this officer as of September 30, 2021 and June 30, 2021 were $28,500 and $27,000, respectively.
The amounts due to this officer are unsecured, bear no interest and are payable on demand.
Note 4. Commitments and Contingencies
In March 2017, the Company received a letter from
the County of Santa Clara, California, which claimed that the Company is delinquent on its property taxes relating to tax year 1988/1989
in the amount of $80,238 including penalties which should be paid immediately. The Company believes that these property taxes were related
to the period prior to the filing of the reorganization of the Company under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Central District of California on November 22, 1988 and the eventual confirmation of the Company’s Amended Plan of
Reorganization (the “Plan”) by the Bankruptcy Court on May 17, 1990, and thus have been settled in accordance with the terms
of the Plan and are therefore invalid. The Company has informed the County of Santa Clara that if it wants to assert its claim, it would
have to petition to the Bankruptcy Court for relief. The Company does not recognize the said claim and therefore has not recorded any
tax liabilities related to this claim. If the County of Santa Clara claim is adjudicated to be valid and the Company is liable, the tax
liabilities imposed could have a material effect on the Company’s result of operations and financial position.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company is at present dormant and is looking for new opportunities.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk
N/A
Item 4. Controls and Procedures
Our management, comprising the Chief Executive Officer
and Chief Financial Officer/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 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. As a result, material weaknesses over disclosure controls and procedures exist.
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management
conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2021 based on the criteria
set forth in Internal Control - Integrated Framework (2013) 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 September 30, 2021 because of the following material weaknesses as of September 30, 2021: (i) lack of supervision or review
to insure proper internal control over financial reporting, (ii) inadequate segregation of duties and effective risk assessment, (iii)
lack of well-established procedures to authorize and approve related party transactions. As a result, material weaknesses over internal
control over financial reporting exist.
Our independent auditor has not audited and is 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 three months, 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
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
None.
Item 2. Unregistered Sale of Equity Securities
and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of
Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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INTERDYNE COMPANY
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(Registrant)
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Date: October 29, 2021
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By:
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/s/ Sun Tze Whang
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Sun Tze Whang
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Director / Chief Executive Officer
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Date: October 29, 2021
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By:
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/s/ Kit H. Tan
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Kit H. Tan
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Director / Chief Financial Officer / Principal Accounting Officer
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Interdyne (CE) (USOTC:ITDN)
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