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, 2004

                                       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.)

        335 Elan Village Lane #420
                 San Jose, CA                               95134
  (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (408) 943-8046

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 registrants fiscal year ended June 30, 2004 were zero.

The aggregate market value of voting Common Stock held by non-affiliates of the
Registration on August 31, 2004 was $426,000.

As of August 31, 2004, 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 16
<PAGE>

                                     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 335 Elan Village Lane
#420, San Jose, CA 95134, and was charged management fees by the officer of
$6,000 per annum during fiscal years 2004 and 2003 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 2004.

                                     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, 2001 and
ending June 30, 2004. The prices for year ended June 30, 2004 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.


    2001
Quarter ended September 30         $0.02         $0.02
Quarter ended December 31          $0.01         $0.01

    2002
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

    2003
Quarter ended March 31             $0.01         $0.01
Quarter ended June 30              $0.01         $0.02
Quarter ended September 30         $0.02         $0.02
Quarter ended December 31          $0.04         $0.04

    2004
Quarter ended March 31             $0.05         $0.05
Quarter ended June 30              $0.04         $0.04


                                       2
<PAGE>

      As of August 31, 2004, both the high and low bid prices for the Company's
Common Stock were $0.03. There were approximately 1,637 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, 2004, the
outstanding principal balance totaled $160,000. The advances bear interest 8.5%
per annum for the years ended June 30, 2004 and 2003. Interest earned from the
affiliate were $20,426 and $21,120 for the years ended June 30, 2004 and 2003,
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. Kit Heng Tan charged
the Company the sum of $6,000 per annum for fiscal years 2004 and 2003 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, 2004 and for the years ended
June 30, 2004 and 2003 are set forth on the following pages.


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<PAGE>

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, 2004 and the related statements of income and
accumulated deficit and of cash flows for the years ended June 30, 2004 and
2003. 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. 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, 2004 and
the results of its operations and its cash flows for the years ended June 30,
2004 and 2003 in conformity with accounting principles generally accepted in the
United States.


s/s Farber & Hass LLP
September 7, 2004
Camarillo, California


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<PAGE>

INTERDYNE COMPANY

BALANCE SHEET
JUNE 30, 2004
--------------------------------------------------------------------------------

ASSETS

CURRENT ASSETS:
Cash                                                                  $     589
Due from affiliate                                                      246,585
                                                                      ---------
Total current assets                                                    247,174
                                                                      ---------

TOTAL ASSETS                                                          $ 247,174
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accrued professional fees                                             $   5,775
Accrued management fees to related party                                 10,000
Other accrued expenses                                                    2,788
                                                                      ---------
Total current liabilities                                                18,563
                                                                      ---------

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                                                    (271,389)
                                                                      ---------
Total stockholders' equity                                              228,611
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 247,174
                                                                      =========

See accompanying notes to financial statements.

--------------------------------------------------------------------------------


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<PAGE>

INTERDYNE COMPANY

STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED JUNE 30, 2004 AND 2003
--------------------------------------------------------------------------------

                                                       2004              2003
                                                       ----              ----

EXPENSES:
Professional fees                                   $   6,560         $   5,855
General and administrative                              3,600             2,924
Management fees to related party                        6,000             6,000
                                                    ---------         ---------
Total expenses                                         16,160            14,779

OTHER INCOME - Interest from affiliate                 20,426            21,120
                                                    ---------         ---------

INCOME BEFORE INCOME TAXES                              4,266             6,341

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

NET INCOME                                              3,466             5,541

ACCUMULATED DEFICIT,
    BEGINNING OF YEAR                                (274,855)         (280,396)
                                                    ---------         ---------

ACCUMULATED DEFICIT,
    END OF YEAR                                     $(271,389)        $(274,855)
                                                    =========         =========

NET INCOME PER SHARE                                $    0.00         $    0.00
                                                    =========         =========

See accompanying notes to financial statements.

--------------------------------------------------------------------------------


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<PAGE>

INTERDYNE COMPANY

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

                                                        2004             2003
                                                        ----             ----

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                             $ 3,466         $  5,541
Adjustments to reconcile net income
  to net cash provided by (used in)
  operating activities:
  Changes in operating assets
      and liabilities:
      Due from affiliate                                 9,495          (11,719)
      Due to affiliate                                  (7,886)
      Accrued expenses                                  (5,307)           4,323
                                                       -------         --------
Net cash provided by (used in)
  operating activities                                    (268)          (1,855)

CASH, BEGINNING OF YEAR                                    857            2,712
                                                       -------         --------

CASH, END OF YEAR                                      $   589         $    857
                                                       =======         ========

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

See accompanying notes to financial statements.

--------------------------------------------------------------------------------


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<PAGE>

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 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
      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.

      Reclassifications - Certain prior year amounts have been reclassified to
      conform with the current year presentation.

      Recent Accounting Pronouncements - In December 2003, 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 adoption of
      FIN No. 46R did not have any impact on the Company's financial condition
      or results of operations.

      The Company does not believe that this recent accounting pronouncement
      will have a material impact on their financial position or results of
      operations.


                                       8
<PAGE>

2.    RELATED PARTY TRANSACTIONS

      At June 30, 2004 and 2003, the outstanding principal balance of $160,000
      related to advances to Acculogic, Inc., an affiliated company through
      common ownership and management. The advances bear interest during June
      30, 2004 and 2003 of 8.25% per annum. Interest recorded from the affiliate
      totalled $20,426 and $21,120, respectively, for the years ended June 30,
      2004 and 2003. The balance of principal and accrued interest was $246,585
      at June 30, 2004, which is guaranteed by the ultimate parent company of
      the affiliate.

      An officer of the Company charged a management fee totalling $6,000 for
      each of the years ended June 30, 2004 and 2003 for the use of a home
      office, accounting and other services.

3.    INCOME TAXES

      Income taxes for the years ended June 30, 2004 and 2003 represent state
      minimum franchise tax of $800. At June 30, 2004, the Company had net
      operating loss carryforwards for Federal income tax purposes totalling
      approximately $2,000,000. 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 $2,500,000
      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.

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 2005.


                                       9
<PAGE>

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.

                                    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              60           Chairman of the Board
                                            and Chief Executive Officer

Kit Heng Tan                   54           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.
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. 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.


                                       10
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

      For the fiscal years ended June 30, 2004, 2003 and 2002, 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 during the fiscal years
2004 and 2003 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, 2004, 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%
271 Bukit Timah Road
#04-12 Balmoral Plaza
Singapore 259708

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.


                                       11
<PAGE>

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, 2004, the
outstanding principal balance was $160,000. The advances bear interest of 8.5%
per annum for years ended June 30, 2004 and 2003. Interest earned from the
affiliate were $20,426 and $21,120, and $20,079, for the years ended June 30,
2004, 2003 and 2002, respectively.

      The Company uses the home office of an officer at 335 Elan Village Lane
#420, CA 95134, and was charged management fees by the officer of $6,000 per
annum during fiscal years 2004 and 2003 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. CONTROLS AND PROCEDURES

      The Company maintains a system of internal controls and procedures
designed to provide reasonable assurance as to the reliability of the Company's
published consolidated financial statements and other disclosures included in
this report. Within the 90-day period prior to the date of this report, the
Company's Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
Based upon that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that the Company is able to collect, process
and disclose the information it is required to disclose in the report it files
with the Securities and Exchange Commissions within the required time periods.

      Since the date of the most recent evaluation of the Company's internal
controls by the Company's Chief Executive Officer and Chief Financial Officer,
there have been no significant changes in such controls or in other factors that
could have significantly affected those controls, including any corrective
actions with regard to significant deficiencies and material weaknesses.

                                     PART IV

ITEM 14. 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.

      (3)   Exhibits

            31.1  Certification pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

            31.2  Certification pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

            32    Certification pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002


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<PAGE>

      All supporting schedules have been omitted, as the information is not
required, not material or is otherwise furnished.

                                    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 20, 2004

                                                  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 20, 2004
Chief Executive Officer          Chief Executive Officer


/s/ Kit H. Tan
-----------------------
Kit H. Tan                       Director  and                September 20, 2004
Chief Financial Officer          Chief Financial Officer


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