Attached files
file | filename |
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EX-31 - EX. 31.2 - OAKRIDGE INTERNATIONAL CORP | ex312a2-063011oak.htm |
EX-31 - EX. 31.1 - OAKRIDGE INTERNATIONAL CORP | ex311a2-063011oak.htm |
EX-32 - EX 32.2 - OAKRIDGE INTERNATIONAL CORP | ex322a2-063011oak.htm |
EX-32 - EX 32.1 - OAKRIDGE INTERNATIONAL CORP | ex321a2-063011oak.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
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
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(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: |
Name of each exchange on which registered: |
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. |
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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) |
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(2) | To include Item 8 and 15 of the Form 10-K in their entirety. |
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TABLE OF CONTENTS
PART II |
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F-0 - F16 |
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PART II |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Consolidated Financial Statements |
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Consolidated Financial Statements |
For the Year Ended June 30, 2011 |
Table of Contents |
Page |
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Consolidated Financial Statements: |
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F-4 |
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F-5 |
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F-6 |
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F-0
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors |
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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 |
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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, |
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2011 |
2010 |
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ASSETS |
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$ |
440 |
$ |
563 |
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------------------ |
------------------ |
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Total assets | $ |
440 |
$ |
563 |
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=========== |
=========== |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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$ |
12,209 |
$ |
7,409 |
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5,625 |
5,625 |
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11,809 |
6,809 |
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------------------ |
------------------ |
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Total current liabilities | 29,643 |
19,843 |
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------------------ |
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4 |
30,590 |
30,590 |
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(66,303) |
(56,380) |
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------------------ |
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Total stockholders' deficit | (29,203) |
(19,280) |
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Total liabilities and stockholders' equity | $ |
440 |
$ |
563 |
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=========== |
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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) |
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For the Year |
For the Year |
from October 31, |
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Ended |
Ended |
2007 (Inception) |
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June 30, |
June 30, |
to June 30, |
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2011 |
2010 |
2011 |
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---------------------- |
---------------------- |
---------------------- |
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Net revenues | $ |
- |
$ |
- |
$ |
11,295 |
Cost of revenues | - |
- |
10,821 |
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---------------------- |
---------------------- |
---------------------- |
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Gross profits | - |
- |
474 |
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Other general and administrative expenses | 9,923 |
10,889 |
65,097 |
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---------------------- |
---------------------- |
---------------------- |
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Loss from operations | (9,923) |
(10,889) |
(64,623) |
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Other expenses | ||||||
Interests | - |
660 |
1,680 |
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---------------------- |
---------------------- |
---------------------- |
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Net loss | $ |
(9,923) |
$ |
(11,549) |
$ |
(66,303) |
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============= |
============= |
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Weighted average basic and diluted shares outstanding | 6,510,000 |
6,451,781 |
5,747,960 |
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============= |
============= |
============= |
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Loss per share - basic and diluted | $ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
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============= |
*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) |
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accumulated |
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Additional |
during the |
Total |
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Common stock |
paid-in |
development |
stockholders' |
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Shares |
Amount |
capital |
stage |
equity /(deficit) |
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Balance at October 31, 2007 | - |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
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(inception) | ||||||||||||
Issuance of founder shares for | ||||||||||||
cash at $0.001 per share - | ||||||||||||
November 30, 2007 | 4,500,000 |
4,500 |
- |
- |
4,500 |
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Sale of shares for cash at $0.01 | ||||||||||||
per share - March 15, 2008 | 760,000 |
760 |
6,840 |
- |
7,600 |
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Net loss | - |
- |
- |
(6,142) |
(6,142) |
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---------------- |
---------------- |
---------------- |
---------------- |
--------------- |
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Balance at June 30, 2008 | 5,260,000 |
5,260 |
6,840 |
(6,142) |
5,958 |
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Net loss | - |
- |
- |
(38,689) |
(38,689) |
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---------------- |
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---------------- |
---------------- |
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Balance at June 30, 2009 | 5,260,000 |
5,260 |
6,840 |
(44,831) |
(32,731) |
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Issuance of shares for services at $0.02 | ||||||||||||
per share - July 17, 2009 | 1,250,000 |
1,250 |
23,750 |
- |
25,000 |
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Net loss | - |
- |
- |
(11,549) |
(11,549) |
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---------------- |
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Balance at June 30, 2010 | 6,510,000 |
6,510 |
30,590 |
(56,380) |
(19,280) |
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Net loss | - |
- |
- |
(9,923) |
(9,923) |
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---------------- |
---------------- |
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Balance at June 30, 2011 | 6,510,000 |
$ |
6,510 |
$ |
30,590 |
$ |
(66,303) |
$ |
(29,203) |
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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) |
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from October 31, |
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For the Year |
For the Year |
2007 |
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Ended |
Ended |
(Inception) to |
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June 30, 2011 |
June 30, 2010 |
June 30, 2011 |
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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 |
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Changes in Assets and Liabilities: | ||||||
Increase/(Decrease) in Accrued Expenses | 4,800 |
(341) |
12,209 |
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Increase/(Decrease) in Other Payable | - |
(759) |
5,625 |
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Increase/(Decrease) in Amount Due to Director | 5,000 |
(18,540) |
11,809 |
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Decrease in Shareholder Loan | - |
(8,800) |
- |
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Decrease in Account Receivable | - |
4,885 |
- |
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Decrease in Deposit on License Technology | - |
10,000 |
- |
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Net Cash Used in Operating Activities | (123) |
(104) |
(11,660) |
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Cash Flows from Investing Activities: | - |
- |
- |
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Cash Flows from Financing Activities: | ||||||
Proceeds from Sale of Common Stock | - |
- |
12,100 |
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Net Cash Provided by Financing Activities | - |
- |
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(Decrease) / Increase in Cash | (123) |
(104) |
440 |
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Cash - Beginning of Period | 563 |
667 |
- |
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Cash - End of Period | $ |
440 |
$ |
563 |
$ |
440 |
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Supplemental Disclosures of Cash Flow Information: | ||||||
Interest Paid | $ |
$ |
660 |
$ |
1,680 |
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Income Taxes Paid | $ |
- |
$ |
- |
$ |
- |
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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) |
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The Company is now evaluating other recycling technologies and pursuing the trading of electronic materials, components and PCBs. |
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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) |
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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) |
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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) |
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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) |
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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. |
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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) |
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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) |
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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. |
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) |
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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) |
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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) |
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United States federal income tax rate | 15% |
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Valuation allowance-US federal income tax | (15%) |
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Provision for income tax | - |
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Hong Kong statutory rate | 16.5% |
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Valuation allowance - Hong Kong Rate | (16.5%) |
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Provision for income tax | - |
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F-16
PART IV |
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See Table of Contents on Page F-0. |
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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 |
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2 | Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 14, 2011 |
* |
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1
SIGNATURES |
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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