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, 2000
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.)
7 Whatney
Irvine, CA 92618
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 263-8810
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 |_|
Total revenues for registrant's fiscal year ended June 30, 2000 were zero.
The aggregate market value of voting Common Stock held by non-affiliates of the
Registration on August 31, 2000 was $2,000,000.
As of August 31, 2000, there were 40,000,000 shares of Common Stock, no par
value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
Exhibit Index Page Number: None Page 1 of 13
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PART I
ITEM 1. BUSINESS
The Company is currently dormant and is looking for new opportunities.
ITEM 2. PROPERTIES
The Company shared office space at the facilities of Acculogic, Inc. at 7
Whatney, Irvine, CA 92618, and was charged management fee by Acculogic, Inc.
totaling $5,000 during fiscal year 2000 for the use of the facilities,
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 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following table sets forth the range of high and low bid prices for
the Company's common stock, for each fiscal quarter commencing July 1, 1997 and
ending June 30, 2000. The prices for year ended June 30, 2000 were extracted
from Yahoo! Finance. Such quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and do not necessarily represent actual
transactions.
1997
----
Quarter ended September 30 $0.03 $0.25
Quarter ended December 31 $0.01 $0.03
1998
----
Quarter ended March 31 $0.01 $0.14
Quarter ended June 30 $0.01 $0.01
Quarter ended September 30 $0.01 $0.01
Quarter ended December 31 $0.01 $0.01
1999
----
Quarter ended March 31 $0.01 $0.01
Quarter ended June 30 $0.01 $0.01
Quarter ended September 30 $0.01 $0.01
Quarter ended December 31 $0.01 $0.01
2000
----
Quarter ended March 31 $0.01 $0.01
Quarter ended June 30 $0.06 $0.07
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As of August 31, 2000, both the high and low bid prices for the Company's
Common Stock were $0.05. There were approximately 1,626 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 OF FINANCIAL CONDITION AND RESULTS
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, 2000, the
outstanding principal balance totaled $160,000. The advances bear interest of
9.5% per annum. Interest earned from the affiliate were $21,012, $20,386, and
$19,581 for the years ended June 30, 2000, 1999 and 1998, 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: Dr. Sun Tze Whang, Chairman of the Board and Chief Executive Officer,
and Kit Heng Tan, Chief Financial Officer and Secretary. 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, 2000 and for the years ended
June 30, 2000 and 1999 are set forth on the following pages.
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Interdyne Company:
We have audited the accompanying balance sheet of Interdyne Company (the
"Company") as of June 30, 2000 and the related statements of income and
accumulated deficit and of cash flows for the years ended June 30, 2000 and
1999. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. 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, 2000 and
the results of its operations and its cash flows for the years ended June 30,
2000 and 1999 in conformity with generally accepted accounting principles.
/s/ Farber & Hass LLP
Oxnard, California
September 18, 2000
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INTERDYNE COMPANY
BALANCE SHEET
JUNE 30, 2000
ASSETS
CURRENT ASSETS:
Cash $ 3,053
Due from affiliate 224,902
---------
Total current assets 227,955
---------
TOTAL ASSETS $ 227,955
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Due to affiliate $ 7,886
Accrued expenses 8,230
---------
Total current liabilities 16,116
---------
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;
40,000,000 shares issued 500,000
Accumulated deficit (288,161)
---------
Total stockholders' equity 211,839
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 227,955
=========
See accompanying notes to financial statements.
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INTERDYNE COMPANY
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
2000 1999
---- ----
EXPENSES:
Professional fees $ 6,000 $ 6,850
General and administrative 10,075 5,958
--------- ---------
Total expenses 16,075 12,808
OTHER INCOME - Interest 21,011 20,386
--------- ---------
INCOME BEFORE INCOME TAXES 4,936 7,578
INCOME TAXES 800 800
--------- ---------
NET INCOME 4,136 6,778
ACCUMULATED DEFICIT,
BEGINNING OF YEAR (292,297) (299,075)
--------- ---------
ACCUMULATED DEFICIT,
END OF YEAR $(288,161) $(292,297)
========= =========
NET INCOME PER SHARE $ .01 $ .01
========= =========
See accompanying notes to financial statements.
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INTERDYNE COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,136 $ 6,778
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Write-down of equipment 1,000
Changes in operating assets
and liabilities:
Due from affiliate (5,662) (7,550)
Accrued expenses 1,420 (195)
------- -------
Net cash provided by (used in)
operating activities (106) 33
CASH, BEGINNING OF YEAR 3,159 3,126
------- -------
CASH, END OF YEAR $ 3,053 $ 3,159
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION - Income tax paid $ 800 $ 800
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 are being 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 the receivables due from affiliate. The ultimate parent company of the
affiliate acts as a guarantor for the balance due from affiliate.
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
generally accepted accounting principles. 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 40,000,000 for each of the years presented. There
were no dilutive securities for any years presented.
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2. RELATED PARTY TRANSACTIONS
At June 30, 2000 and 1999, the outstanding principal balance of $160,000
related to advances to Acculogic, Inc., an affiliated company through
common ownership. The advances bear interest of 9.5% per annum. Interest
earned and received from the affiliate totaled $21,011 and $20,386,
respectively, for the years ended June 30, 2000 and 1999. The balance of
principal and accrued interest was $224,902 at June 30, 2000, which is
guaranteed by the ultimate parent company of the affiliate.
Acculogic, Inc. charged a management fee totaling $5,000 for the years
ended June 30, 2000 and 1999, respectively, for the use of the facilities,
accounting and other services.
3. INCOME TAXES
Income taxes for the years ended June 30, 2000 and 1999 represent state
minimum franchise tax of $800. At June 30, 2000, the Company had net
operating loss carryforwards for Federal income tax purposes totaling
approximately $19,500,000. 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 $2,300,000
primarily due to the expiration of certain net operating loss
carryforwards. If not utilized, these carryforwards will expire at various
dates through the year 2007 for Federal income tax purposes.
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ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On August 31, 1999, the Board of Directors of the Company approved the
replacement of KPMG LLC by Gendron, Lim & Company ("Gendron") as its independent
auditors. Subsequent to this appointment, the Company was informed by Gendron
that they were not a member of the SEC Practice Section of the American
Institute of Certified Public Accountants. On the Company's request, Gendron
resigned on September 15, 1999, and the Board of Directors, on accepting the
resignation of Gendron on September 15, 1999, then appointed Farber & Hass LLP
as its independent auditors.
KPMG LLC expressed an unqualified opinion dated September 18, 1998 on the
Company's financial statements for fiscal years ended June 30, 1998 and 1997.
The Company has not had any disagreements with any of its independent
auditors on any matter of accounting principles or practices or financial
statements disclosure.
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 56 Chairman of the Board and Chief
Executive Officer
Kit Heng Tan 50 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. 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.
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Kit Heng Tan has been Chief Financial Officer, Secretary and a director of
the Company since August 17, 1990. From February 1996 to the present, Mr. Tan
has been a 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 currently 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 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, 2000, 1999 and 1998, there was no cash
compensation paid to executive officers of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth information, as of August 31, 2000, 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%
15 Scotts Road #05-01
Thong Teck Building
Singapore 228218
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, 40,000,000 shares of Common Stock have been issued and outstanding.
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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, 2000, the
outstanding principal balance was $160,000. The advances bear interest of 9.5%
per annum. Interest earned from the affiliate were $21,012, $20,386, and $19,581
for the years ended June 30, 2000, 1999 and 1998, respectively.
The Company shared office space at the facilities of Acculogic, Inc. at 7
Whatney, Irvine, CA 92618, and was charged management fee by Acculogic, Inc.
totaling $5,000 during the fiscal year 2000 for the use of the facilities,
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.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following is a list of the financial state schedules and
exhibits filed herewith.
(1) Financial Statements: No financial statements have been filed
with this Form 10-KSB other than those listed in Item 7.
(2) Financial Statement Schedules: Schedules for which provisions
are made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions, or are disclosed in
the accompanying consolidated financial statements, or are inapplicable and,
therefore, have been omitted.
All supporting schedules have been omitted, as the information is not
required, not material or is otherwise furnished.
(b) Reports on Form 8-K
Changes in Registrant's Certifying Accountant dated August 31, 1999,
and September 15, 1999 (See Item 8 above)
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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 26, 2000
INTERDYNE COMPANY
(Registrant)
By: /s/ Kit H. Tan
------------------------------
Kit H. Tan
Chief Financial Officer
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