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EX-31 - EX. 31.2 - OAKRIDGE INTERNATIONAL CORPex312a2-063011oak.htm
EX-31 - EX. 31.1 - OAKRIDGE INTERNATIONAL CORPex311a2-063011oak.htm
EX-32 - EX 32.2 - OAKRIDGE INTERNATIONAL CORPex322a2-063011oak.htm
EX-32 - EX 32.1 - OAKRIDGE INTERNATIONAL CORPex321a2-063011oak.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10 - K/A No. 2

[ x ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2011
[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission File Number: 333-152312

oakridge.gif

(Exact Name of Registrant as Specified in Its Charter)

Nevada

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

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

Suite 1609, 16/F., Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong

n/a

(Address of Principal Executive Offices)

(Zip Code)

Tel: (852) 9197-3945 Fax: (702) 948 5779 Email:info@oakridge88.com
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)

Securities registered under Section 12(b) of the Act:

Title of each class registered:
-------------------------------
None

Name of each exchange on which registered:
------------------------------------------
None

Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 Par Value
(Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ] No [ x ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [   ] No [ x ]

Indicate by check 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 past 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 mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.

[ ]

Indicate by check whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer,""accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act. (check one)

Large Accelerated Filer [ ]  Accelerated Filer [ ]  Non-Accelerated Filer [ ] Smaller Reporting Company [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ x ] No [ ]

On September 15, 2011, the number of shares held by non-affiliates of the registrant was 1,260,000 shares of common stock. There is no calculation on the aggregate market value of the voting stock held by non-affiliates at the moment, as the Company's shares have not yet traded on the Over-the-counter Bulletin Board.


Solely for the purpose of this calculation, shares held by directors and officers of the registrant have been excluded. Such exclusion should not be deemed a determination or an admission by registrant that such individuals are, in fact, affiliates of the registrant.


The number of common equity shares outstanding as of September 15, 2011 was 6,510,000 shares of Common Stock, $0.001 par value.


DOCUMENTS INCORPORATED BY REFERENCE


Exhibits incorporated by reference are referred under Part IV.


EXPLANATORY NOTE

Oakridge International Corporation (referred to as the "Company," "we," "us," or "our") is filing this Amendment No. 2 on Form 10-K to the Company's annual report on Form 10-K and Amendment No. 1 on Form 10-K for the period ended June 30, 2011, filed with the Securities and Exchange Commission on October 14, 2011 (the "Original Form 10-K") and April 11, 2012 (the "Form 10-K/A No. 1"), respectively, for the sole purpose of furnishing the following amendments in reply to the SEC's further comments dated April 19, 2012. The aforesaid amendments in this filing with the SEC are:-


(1)


To revise wordings by the Company's auditors on page F-1 and page F-2 in the auditor's opinion paragraph for the year ended June 30, 2011 and June 30, 2010, respectively; and

(2)

To include Item 8 and 15 of the Form 10-K in their entirety.


Except as described above, this Amendment No. 2 on Form 10-K does not modify or update disclosure in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment No. 2 on Form 10-K does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Form 10-K. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed.

TABLE OF CONTENTS

PART II


ITEM 8.


Financial Statements and Supplementary Data

F-0 - F16


PART IV


ITEM 15


Exhibits, Financial Statement Schedules


1


SIGNATURES


2


PART II


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements


Oakridge International Corporation and Subsidiary

Consolidated Financial Statements

For the Year Ended June 30, 2011

oakridge.gif

Table of Contents

Page


Report of Independent Registered Public Accounting Firm - Albert Wong & Co. LLP


F-1


Report of Independent Registered Public Accounting Firm - Albert Wong & Co.


F-2

Consolidated Financial Statements:


Consolidated Balance Sheet as of June 30, 2011 and 2010


F-3


Consolidated Statements of Operations for the years ended June 30, 2011 and 2010 and from October 31, 2007 (Inception) to June 30, 2011

F-4


Consolidated Statements of Stockholders' Equity - From October 31, 2007 (Inception) to June 30, 2011

F-5


Consolidated Statements of Cash Flows for the years ended June 30, 2011 and 2010 and from October 31, 2007 (Inception) to June 30, 2011

F-6


Notes to Consolidated Financial Statements


F-7 to F- 16

F-0


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors


Oakridge International Corporation


We have audited the accompanying consolidated balance sheet of Oakridge International Corporation (the "Company") and its subsidiaries as of June 30, 2011, and the related consolidated statements of operations, stockholders' deficits and cash flows for the year ended June 30, 2011 and from October 31, 2007 (Inception) to June 30, 2011. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


We were not engaged to examine management's assertion about the effectiveness of the Company's internal control over financial reporting as of June 30, 2011 included in the Company's Item 9A "Controls and Procedures" in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Oakridge International Corporation and its subsidiaries as of June 30, 2011 and from October 31, 2007 (Inception) to June 30, 2011, and the results of its operations and its cash flows for the year then ended June 30, 2011 and from October 31, 2007 (inception) to June 30, 2011in conformity with accounting principles generally accepted in the United States of America.


The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has deficits accumulated as at June 30, 2011 of $66,303 including net losses of $9,923 for the year ended June 30, 2011. These factors as discussed in Note 3 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Albert Wong & Co. LLP

CERTIFIED PUBLIC ACCOUNTANTS

New York, New York

October 7, 2011

F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors


Oakridge International Corporation


We have audited the accompanying consolidated balance sheet of Oakridge International Corporation (the "Company") and its subsidiaries as of June 30, 2010, and the related consolidated statements of operations, stockholders' deficits and cash flows for the year ended June 30, 2010 and from October 31, 2007 (Inception) to June 30, 2010. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


We were not engaged to examine management's assertion about the effectiveness of the Company's internal control over financial reporting as of June 30, 2010 included in the Company's Item 9A "Controls and Procedures" in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Oakridge International Corporation and its subsidiaries as of June 30, 2010 and from October 31, 2007 (Inception) to June 30, 2010, and the results of its operations and its cash flows for the year then ended June 30, 2010 and from October 31, 2007 (inception) to June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.


The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has deficits accumulated as at June 30, 2010 of $56,380 including net losses of $11,549 for the year ended June 30, 2010. These factors as discussed in Note 3 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Albert Wong & Co.

CERTIFIED PUBLIC ACCOUNTANTS

Hong Kong

September 28, 2010

F-2


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2011 AND 2010

(Stated in US Dollars)

Note

June 30,

June 30,

2011

2010

ASSETS

Current assets:

Cash and cash equivalents

$

440

$

563

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

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

Total assets

$

440

$

563

===========

===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accrued expenses

$

12,209

$

7,409

Other payable

5,625

5,625

Amount due to director

11,809

6,809

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

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

Total current liabilities

29,643

19,843

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

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

Stockholders' equity:

Common stock, $0.001 par value, 75,000,000 shares authorized; 6,510,000 shares issued and outstanding (2010: 6,510,000)


4


6,510


6,510

Additional paid up capital

4

30,590

30,590

Deficit accumulated during the development stage

(66,303)

(56,380)

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

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

Total stockholders' deficit

(29,203)

(19,280)

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

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

Total liabilities and stockholders' equity

$

440

$

563

===========

===========

See accompanying notes to the consolidated financial statements

F-3


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2011 AND 2010
AND FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


For the Period

For the Year

For the Year

from October 31,

Ended

Ended

2007 (Inception)

June 30,

June 30,

to June 30,

2011

2010

2011

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

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

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

Net revenues

$

-

$

-

$

11,295

Cost of revenues

-

-

10,821

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

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

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

Gross profits

-

-

474

Other general and administrative expenses

9,923

10,889

65,097

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

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

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

Loss from operations

(9,923)

(10,889)

(64,623)

Other expenses
Interests

-

660

1,680

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

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

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

Net loss

$

(9,923)

$

(11,549)

$

(66,303)

=============

=============

=============

Weighted average basic and diluted shares outstanding

6,510,000

6,451,781

5,747,960

=============

=============

=============

Loss per share - basic and diluted

$

(0.00)

$

(0.00)

$

(0.00)

=============

=============

=============

*Basic and diluted weighted average number of shares is the same since the Company does not have any dilutive securities



See accompanying notes to the consolidated financial statements

F-4


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


Deficit

accumulated

Additional

during the

Total

Common stock

paid-in

development

stockholders'

Shares

Amount

capital

stage

equity /(deficit)

Balance at October 31, 2007

-

$

-

$

-

$

-

$

-

(inception)
Issuance of founder shares for
cash at $0.001 per share -
November 30, 2007

4,500,000

4,500

-

-

4,500

Sale of shares for cash at $0.01
per share - March 15, 2008

760,000

760

6,840

-

7,600

Net loss

-

-

-

(6,142)

(6,142)

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

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

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

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

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

Balance at June 30, 2008

5,260,000

5,260

6,840

(6,142)

5,958

Net loss

-

-

-

(38,689)

(38,689)

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

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

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

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

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

Balance at June 30, 2009

5,260,000

5,260

6,840

(44,831)

(32,731)

Issuance of shares for services at $0.02
per share - July 17, 2009

1,250,000

1,250

23,750

-

25,000

Net loss

-

-

-

(11,549)

(11,549)

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

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

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

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

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

Balance at June 30, 2010

6,510,000

6,510

30,590

(56,380)

(19,280)

Net loss

-

-

-

(9,923)

(9,923)

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

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

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

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

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

Balance at June 30, 2011

6,510,000

$

6,510

$

30,590

$

(66,303)

$

(29,203)

=========

=========

=========

=========

========

See accompanying notes to the consolidated financial statements

F-5


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2011
AND 2010 AND FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


For the Period

from October 31,

For the Year

For the Year

2007

Ended

Ended

(Inception) to

June 30, 2011

June 30, 2010

June 30, 2011

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

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

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

Cash Flows from Operating Activities:
Net Loss

$

(9,923)

$

(11,549)

$

(66,303)

Adjustments to Reconcile Net Loss to Net Cash Used
in Operating Activities:
Common stock issuance for services

-

25,000

25,000

Changes in Assets and Liabilities:
Increase/(Decrease) in Accrued Expenses

4,800

(341)

12,209

Increase/(Decrease) in Other Payable

-

(759)

5,625

Increase/(Decrease) in Amount Due to Director

5,000

(18,540)

11,809

Decrease in Shareholder Loan

-

(8,800)

-

Decrease in Account Receivable

-

4,885

-

Decrease in Deposit on License Technology

-

10,000

-

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

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

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

Net Cash Used in Operating Activities

(123)

(104)

(11,660)

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

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

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

Cash Flows from Investing Activities:

-

-

-

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

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

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

Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock

-

-

12,100

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

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

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

Net Cash Provided by Financing Activities

-

-

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

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

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

(Decrease) / Increase in Cash

(123)

(104)

440

Cash - Beginning of Period

563

667

-

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

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

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

Cash - End of Period

$

440

$

563

$

440

===========

===========

===========

Supplemental Disclosures of Cash Flow Information:
Interest Paid

$

$

660

$

1,680

===========

===========

===========

Income Taxes Paid

$

-

$

-

$

-

===========

===========

===========

See accompanying notes to the consolidated financial statements

F-6


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


1.


ORGANIZATION


Oakridge International Corporation (the "Company") is a Nevada corporation, incorporated on October 31, 2007. The Company is currently a development stage enterprise, as defined by Accounting Standards Codification ASC 915 "Development Stage Entities" formerly Statement of Financial Accounting Standard ("SFAS") No. 7 "Accounting and Reporting for Enterprises in the Development Stage". The Company's office is located in Hong Kong, China and its principal business will include trading of electronic components, recycling scrap and electronic Printed Circuit Boards ("PCB"), and the establishment of recycling operations in Asia and in the USA.


On March 25, 2008, the Company commenced its operations in the recycling business by entering into a non-exclusive contract to license a proprietary PCB recycling license technology and has begun the evaluation of this technology. In October 2009, the technology agreement expired.

The Company is now evaluating other recycling technologies and pursuing the trading of electronic materials, components and PCBs.


2.


UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN


The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generated modest revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.


As of June 30, 2011, the Company has generated modest revenue of $11,295 and has incurred an accumulated deficit since inception totaling $56,380 at June 30, 2010 and $66,303 at June 30, 2011 and its current liabilities for the relevant fiscal year ended 2010 and 2011 exceed its current assets by $19,280 and $29,203. These consolidated financial statements do not include any adjustments relating 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. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern.

F-7


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


3.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS


Basis of Presentation


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the U.S. Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto for the year ended June 30, 2011. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended June 30, 2011 included in the Company Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position and results of operations for the interim period presented have been included. Operating results for the interim period are not necessary indicative of the results that may be expected for the respective full year.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Principals of Consolidation


The consolidated financial statements for the year ended June 30, 2011 include the financial statements of the Company and its wholly owned subsidiary Waytop Asia Pacific Limited. The results of subsidiary acquired or sold during the period are consolidated from their effective dates of acquisition or through their effective dates of disposition, respectively.


All significant inter-company transactions and balances have been eliminated on consolidation.

Place of Attributable
Name of Company Incorporation Interest
Waytop Asia Pacific Limited Hong Kong 100%

F-8


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


3.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Basic and Diluted Net Income (Loss) Per Share


The Company computes net income (loss) per share in accordance with ASC 260 "Earnings Per Share" formerly SFAS No. 128, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.


Fair Value of Financial Instruments


FASB ASC 820 (formerly SFAS No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.


These tiers include:


*


Level 1 - defined as observable inputs such as quoted prices in active markets;


*


Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and


*


Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.


The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, notes receivable, other receivables, advances to suppliers, accounts payable, notes payable, other payables and accrued expenses and advances from customers, approximate their fair values because of the short maturity of these instruments.


Accounting guidance on fair value measurement and disclosures permits entities to choose to measure many financial instruments and certain other items at fair value. It was effective for fiscal year beginning July 1, 2009. Upon its adoption and at this time, we do not intend to reflect any of our current financial instruments at fair value (except that we are required to carry our derivative financial instruments at fair value). However, we will consider the appropriateness of recognizing financial instruments at fair value on a case by case basis in future periods.


Cash and Cash Equivalents


The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

F-9


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


3.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Income Tax


Deferred tax assets and liabilities are recognized for the future tax consequence attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.


The Company uses FASB ASC 740 (formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48")). - AN INTERPRETATION OF FASB STATEMENT NO. 109, ACCOUNTING FOR INCOME TAXES. The Interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FASB ASC 740, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FASB ASC 740 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At June 30, 2011 and 2010, the Company did not have a liability for unrecognized tax benefits.


Foreign Currency Translation


The Company's functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 "Foreign Currency Translation" formerly
SFAS No. 52, "Foreign Currency Translation" using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Hong Kong dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

F-10


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


3.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Stock-based compensation


Share-based compensation includes 1) stock options and common stock awards granted to employees and directors for services, and are accounted for under FASB ASC 718 "Compensation - Stock Compensation", and 2) warrants and common stock awards granted to consultants which are accounted for under FASB ASC 505-50 "Equity-Based Payment to Non-employees".

All grants of common stock awards and stock options/warrants to employees, directors and consultants are recognized in the financial statements based on their grant date fair values. The Company has elected to recognize compensation expense using the straight-line method for all common stock awards and stock options/warrants granted with service conditions that have a graded vesting schedule, with a corresponding charge to additional paid-in capital.

The Company estimates fair value of common stock awards based on the number of shares granted and the quoted price of the Company's common stock on the date of grant.


Issuance of shares for service


The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.


Revenue Recognition


The Company recognizes its revenue in accordance with the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements" ("SAB 104"). Revenue is recognized upon shipment, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer or services have been provided, fees are fixed or determinable and collection of the related receivable is reasonably assured. Revenue is recorded net of estimated product returns, which is based upon the Company's return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience.

F-11


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


3.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Recent Pronouncements


In July 2010, the FASB issued ASU 2010-20 an accounting update to provide guidance to enhance disclosures related to the credit quality of a company's financing receivables portfolio and the associated allowance for credit losses ("FASB ASC Topic 310"). Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its allowance for credit loss with the objective of facilitating users' evaluation of the nature of credit risk inherent in the company's portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. The revised disclosures as of the end of the reporting period are effective for the Company beginning in the second quarter of fiscal 2011, and the revised discourses related to activities during the reporting period are effective for the Company beginning in the third quarter of fiscal 2011. The adoption of such standard did not have a material impact on the Company's consolidated financial statements and disclosures.


In December 2010, the FASB issued ASU 2010-28 an accounting pronouncement related to intangibles - goodwill and other ("FASB ASC Topic 350"), which requires a company to consider whether there are any adverse qualitative factors indicating that an impairment may exist in performing step 2 of the impairment test for reporting units with zero or negative carrying amounts. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption. We will adopt this pronouncement for our fiscal year beginning July 1, 2011. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29 an accounting pronouncement related to business combinations ("FASB ASC Topic 815"), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. It also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements

In January 2011, the FASB issued ASU 2011-01 an accounting pronouncement related to receivables ("FASB ASC Topic 310"). The amendments in this update temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

F-12


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


3.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Recent Pronouncements (continued)


The FASB has issued Accounting Standards Update (ASU) No. 2011-02, Receivables (Topic 310): A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The FASB believes the guidance in this ASU will improve financial reporting by creating greater consistency in the way GAAP is applied for various types of debt restructurings.

The ASU clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings.

In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. The amendments to FASB Accounting Standards Codification? (Codification) Topic 310, Receivables, clarify the guidance on a creditor's evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties.

For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. For nonpublic entities, the amendments to the Codification in the ASU are effective for annual periods ending on or after December 15, 2012, including interim periods within those annual periods. Early application is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2011-03, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements. The ASU is intended to improve financial reporting of repurchase agreements ("repos") and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity.


In a typical repo transaction, an entity transfers financial assets to a counterparty in exchange for cash with an agreement for the counterparty to return the same or equivalent financial assets for a fixed price in the future. FASB Accounting Standards Codification? (Codification) Topic 860, Transfers and Servicing, prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repo agreements. That determination is based, in part, on whether the entity has maintained effective control over the transferred financial assets.

The amendments to the Codification in this ASU are intended to improve the accounting for these transactions by removing from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets. The guidance in the ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted.

F-13


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


3.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Recent Pronouncements (continued)


The FASB has issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term "fair value." The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs.


The FASB has issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the FASB Accounting Standards Codification? (Codification) to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.


ASU 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Early adoption is permitted.


The FASB has issued Accounting Standards Update (ASU) No. 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of more than 50%.

ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

F-14


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


4.


COMMON STOCK


As of June 30, 2011, the Company has 75,000,000 shares authorized and 6,510,000 shares issued and outstanding.


5.


RELATED COMPANY TRANSACTIONS


During the period from October 31, 2007 (inception) to June 30, 2011 the Director subscribed for 4,000,000 shares in the Company at $0.001 per share for a total amount of $4,000.


On March 31, 2008, the President and major shareholder of the Company loaned $8,000 to the Company for working capital. The loan is unsecured, payable on March 31, 2009 and bears interests at 10% per annum. On March 30, 2009, this loan was renewed with the principle of $8,800 and was further extended until March 31, 2010. The loan was repaid in full in March 2010.


On July 22, 2009, a former Director of the Company subscribed 1,250,000 shares in the Company for $25,000.

On April 30, 2010, Mr. Burney sold all his shares to the Company's President, Mr. Xiong Xu.

F-15


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)


6.


INCOME TAXES


No provision was made for income tax for the period from October 31, 2007 (Inception) to June 30, 2011 as the Company and its subsidiary had operating losses. For the period from October 31, 2007 (Inception) to June 30, 2011, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $35,925 and $30,378, respectively. Total net operating losses carried forward at June 30, 2011, (i) for Federal and State purposes were $35,925 and $35,925, respectively and (ii) for its entities outside of the United States were $30,378 for the period from October 31, 2007 (Inception) to June 30, 2011. The net operating loss carry-forward may be used to reduce taxable income through the year 2026. The availability of the Company's net operating loss carry-forwards is subject to limitation if there is a 50% or more change in the ownership of the Company's stock.


There was no significant difference between reportable income tax and statutory income tax. The gross deferred tax asset balance as of June 30, 2011 was approximately $10,526 of which $5,388 was for US federal income tax and $5,138 was for Hong Kong income tax. A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry-forwards cannot reasonably be assured.


As reconciliation between the income taxes computed at the United States and Hong Kong statutory rate and the Group's provision for income taxes is as follows:



June 30, 2011

$

United States federal income tax rate

15%

Valuation allowance-US federal income tax

(15%)

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

Provision for income tax

-

========

Hong Kong statutory rate

16.5%

Valuation allowance - Hong Kong Rate

(16.5%)

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

Provision for income tax

-

========



The Company did not have any interest and penalty recognized in the income statements for the year ended June 30, 2011 and 2010 or balance sheet as of June 30, 2011 and 2010. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company's 2008, 2009 and 2010 U.S. Corporation Income Tax Return are subject to U.S. Internal Revenue Service examination and the Company's 2009/2010/2011 Hong Kong Corporation Profits Tax Return filing are subject to Hong Kong Inland Revenue Department examination.


7.


SUBSEQUENT EVENTS


The Company has evaluated all other subsequent events through October 7, 2011 the date these consolidated financial statements were issued, and determined that there were no other subsequent events or transactions that require recognition or disclosures in the financial statements.

F-16


PART IV


ITEM 15. EXIBITS, FINANCIAL STATEMENT SCHEDULES


(a) Index to Financial Statements and Financial Statement Schedules


See Table of Contents on Page F-0.


(c) Exhibits.

Exhibit No.

Description

3.1

Articles of Incorporation (1)

3.2

Bylaws (1)

21.1

Subsidiary of small business issuer(2)

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Chief Executive Officer pursuant to Section 906.

32.2*

Certification of Chief Financial Officer pursuant to Section 906.


1


Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on July 14, 2008

2

Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 14, 2011


*


Filed herewith

1


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 34, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oakridge International Corporation
a Nevada corporation
/s/ Sau Shan Ku
---------------------------------------
May 29, 2012 Sau Shan Ku
Chief executive officer
\

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Sau Shan Ku May 29, 2012
--------------------------------------------
Sau Shan Ku
Its: President, CEO
By: /s/ Con Unerkov
--------------------------------------------
Con Unerkov
Its: CFO

2