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EX-32 - EXHIBIT 32.2 - OAKRIDGE INTERNATIONAL CORPex322-033113oak.htm
EX-31 - EXHIBIT 31.2 - OAKRIDGE INTERNATIONAL CORPex312-033113oak.htm
EX-31 - EXHIBIT 31.1 - OAKRIDGE INTERNATIONAL CORPex311-033113oak.htm
EX-32 - EXHIBIT 32.1 - OAKRIDGE INTERNATIONAL CORPex321-033113oak.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10 - Q

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013

[ ]

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: [ ]

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 5, Level 2, Malcolm Reid Building, 187 Rundle Street, Adelaide, SA 5000, Australia

n/a

(Address of Principal Executive Offices)

(Zip Code)

Tel: +618 8120 0248 Fax: + 618 8312 0248
(Registrant's Telephone Number, Including Area Code)

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

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 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 whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (@232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ x ] No[ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See 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[ ]

The number of common equity shares outstanding as of March 31, 2013 was 6,510,000 shares of Common Stock, $0.001 par value.

INDEX

Page

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet- March 31, 2013 (Unaudited)

2

Consolidated Statements of  Operations- Three Months and Nine Months ended March 31, 2013, Three Months and Nine Months ended March 31, 2012, and from October 31, 2007 (Inception) to March 31, 2013 (Unaudited)

3

Consolidated Statement of Stockholders' Equity - From October 31, 2007 (Inception) to March 31, 2013 (Unaudited)

4

Consolidated Statements of Cash Flows- Nine Months ended March 31, 2013, Nine Months ended March 31, 2012, and from October 31, 2007 (Inception) to March 31, 2013 (Unaudited)

5

Notes to Consolidated Financial Statements

6-15

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

16-21

Item 3. Quantitative and Qualitative Disclosure About Market Risk

22

Item 4. Controls and Procedures

22

PART II. OTHER INFORMATION
Item 1 Legal Proceedings

24

Item 1A Risk Factors

24

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 3 Defaults Upon Senior Securities

24

Item 4 Mine Safety Disclosures

24

Item 5 Other Information

24

Item 6. Exhibits

24

SIGNATURES

25

1


PART I - FINANCIAL INFORMATION

OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2013
(UNAUDITED)


Note


March 31
2013


June 30
2012

US$

US$

(Unaudited)

(Audited)

ASSETS
Current assets:
Cash and cash equivalents

7,031

117

Prepaid expenses

300

-

          Total assets

7,331

117

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accrued expenses

3,000

9,650

      Other payable

-

22,524

      Amount due to director

8,799

129

      Amount due to related companies

220,411

50,000

           Total current liabilities

232,210

82,303

Stockholders' equity:
      Common stock, $0.001 par value, 75,000,000 shares authorized;  
      6,510,000 shares issued and outstanding

4

6,510

6,510

      Additional paid up capital

4

30,590

30,590

      Deficit accumulated during the development stage

(261,979)

(119,286)

          Total stockholders' deficit

(224,879)

(82,186)

          Total liabilities and stockholders' equity

7,331

117

See accompanying notes to the financial statements

2


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2013, THREE MONTHS AND NINE MONHTS ENDED MARCH 31, 2012, AND FROM OCTOBER 31, 2007 (INCEPTION) TO MARCH 31, 2013
(UNAUDITED)


For the Period

For the Three

For the Three

For the Nine

For the Nine

from October 31,

Months Ended

Months Ended

Months Ended

Months Ended

2007 (Inception)

March 31

March 31

March 31

March 31

to March 31

2013

2012

2013

2012

2013

US$

US$

US$

US$

US$

Net revenues

-

-

-

-

11,295

Cost of revenues

-

-

-

-

10,821

Gross profits

-

-

-

-

474

Other general and administrative expenses

8,106

1,323

142,693

3,223

263,052

Loss from operations

(8,106)

(1,323)

(142,693)

(3,223)

(262,578)

Other Income: Gain on disposal of subsidiary

-

2,279

-

2,279

2,279

Other expenses
Interest

-

-

-

-

(1,680)

Net (loss) / income

(8,106)

956

(142,693)

(944)

(261,979)

Weighted average basic and diluted shares outstanding

6,510,000

6,510,000

6,510,000

6,510,000

5,994,525

Loss per share - basic and diluted* (US$)

(0.00)

(0.00)

(0.00)

(0.00)

(0.01)

*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 financial statements

3


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO MARCH 31, 2013
(UNAUDITED)


Deficit

accumulated

Additional

during the

Total

Common stock

paid-in

development

stockholders'

Shares

Amount

capital

stage

deficit

US$

US$

US$

US$

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, 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)

Net loss

-

-

-

(52,983)

(52,983)

Balance at June 30, 2012

6,510,000

6,510

30,590

(119,286)

(82,186)

Net loss

-

-

-

(142,693)

(142,693)

Balance at March 31, 2013

6,510,000

6,510

30,590

(261,979)

(224,879)

See accompanying notes to the financial statements

4


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2013, THE NINE MONTHS ENDED MARCH 31, 2012 AND FROM OCTOBER 31, 2007 (INCEPTION) TO MARCH 31, 2013
(UNAUDITED)


For the Period

For the Nine

For the Nine

from October 31, 2007

Months Ended

Months Ended

(Inception) to

March 31, 2013

March 31, 2012

March 31, 2013

US$

US$

US$

Cash Flows from Operating Activities:
Net Loss

(142,693)

(944)

(261,979)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Common Stock Issuance for Services

-

-

25,000

Changes in Assets and Liabilities:

-

-

-

      Increase in Prepaid Expenses

(300)

-

(300)

      (Decrease) / Increase in Accrued Expenses

(6,650)

(4,509)

3,000

      (Decrease) / Increase in Other Payable

(22,524)

16,810

-

      Increase in Amount due to related companies

170,411

-

220,411

      Increase / (Decrease) in Amount due to director

8,670

(11,680)

8,799

Net Cash Provided by / (Used in) Operating Activities

6,914

(323)

(5,069)

Cash Flows from Investing Activities:

-

-

-

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

-

-

12,100

          Net Cash Provided by Financing Activities

-

-

12,100

Increase / (Decrease) in Cash

6,914

(323)

7,031

Cash - Beginning of Period

117

440

-

Cash - End of Period

7,031

117

7,031

Supplemental Disclosures of Cash Flow Information:
Interest Paid

-

-

1,680

Income Taxes Paid

-

-

-

See accompanying notes to the financial statements

5


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 Australia and Hong Kong, China and its principal business will include trading of electronic components,development in electronic products and devices, recycling scrap and electronic Printed Circuit Boards ("PCB"), and the establishment of recycling operations in Asia.


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 has evaluated other recycling technologies and has determined that it would take too much resources to start the recycling business and instead it will focus on trading of electronic materials, components and PCBs, and the development in electronic product and devices.

On October 18, 2012 the Company received approval from the Financial Industry Regulatory Authority that it has cleared its common stock for quotation on the OTC Bulletin Board. The Company's stock will trade under the symbol OAKO on the OTC Bulletin Board.


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 March 31, 2013, the Company has generated modest revenue of $11,295 and has incurred an accumulated deficit since inception totaling $ 261,979 at March 31, 2013 and its current liabilities exceed its current assets by $224,879. 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.

6


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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, 2012. 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, 2012 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.


Principles of Consolidation


The consolidated financial statements for the period ended March 31, 2013 include the financial statements of the Company and its wholly owned subsidiary Oakridge (Hong Kong) Corporation Limited (formerly known as "Showing 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
Oakridge (Hong Kong) Corporation Limited Hong Kong 100%

7


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 July1, 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.

8


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 "Income Taxes" (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, 2012 and 2011, 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.

9


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 ASC 605 "Revenue Recognition" which codified Securities and Exchange Commissions ("SEC") Staff Accounting Bulletin No.104, "Revenue Recognition in Financial Statements" ("SAB104"). 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.

10


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.

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

Recent Pronouncements


In July 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-02, Intangibles--Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU states that an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Codification Subtopic 350-30, Intangibles--Goodwill and Other, General Intangibles Other than Goodwill. Under the guidance in this ASU, an entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public 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.

In August 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-03, Technical Amendments and Corrections to SEC Sections. This ASU amends various SEC paragraphs pursuant to SAB 114, SEC Release No. 33-9250, and ASU 2010-22, which amend or rescind portions of certain SAB Topics.


In October 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-04, Technical Corrections and Improvements. This ASU make technical corrections, clarifications, and limited-scope improvements to various Topics throughout the Codification. The amendments in this ASU that will not have transition guidance will be effective upon issuance for both public entities and nonpublic entities. For public entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. For nonpublic entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2013.


In October 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-06, Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution. This ASU addresses the diversity in practice about how to interpret the terms on the same basis and contractual limitations when subsequently measuring an indemnification asset recognized in a government-assisted (Federal Deposit Insurance Corporation or National Credit Union Administration) acquisition of a financial institution that includes a loss-sharing agreement (indemnification agreement). For public and nonpublic entities, the amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. Early adoption is permitted. The amendments should be applied prospectively to any new indemnification assets acquired after the date of adoption and to indemnification assets existing as of the date of adoption arising from a government-assisted acquisition of a financial institution.

11


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.

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

Recent Pronouncements (continued)


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.


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.

12


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.

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

Recent Pronouncements (continued)


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.


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.

13


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.

COMMON STOCK


As of March 31, 2013, 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.


On April 1, 2012 the Company entered into a service agreement with Asiarim Associates Limited to provide consulting, corporate, accounting, Edgar filing and company secretarial services to the Company on a monthly fee of US$10,000 for a period from April 1, 2012 to December 31, 2012. Under the agreement, the Company is obligated to pay the fee for the first two months and then the remainder of the fees shall be paid once the Company can raise funds. Asiaim Associates Limited is majority owned by our former director and CEO, Mr. Sau Shan Ku.


On May 1, 2012 the Company entered into a service agreement with Intek Solutions Pty Limited ("Intek") to provide consulting services to manage and develop the Company's business for a monthly fee of US$10,000 for a period from May 1, 2012 to December 31, 2012. Under the agreement, the Company is obligated to pay the fee for the first two months and then the remainder of the fees shall only be paid once the Company has raised funds. Intek is wholly owned by the current director, Mr. Con Unerkov.


On May 4, 2012 Mr. Xiong Xu sold all of his 1,250,000 shares in the Company to Intek. On the same date, (i) Mr. Xiong Xu also tendered his resignation as CEO, President and member of the board of directors of the Company, (ii) Mr. Sau Shan Ku was appointed as CEO and President of the Company, and (iii) Mr. Con Unerkov was appointed to as a member of the board of directors of the Company.


On June 19, 2012 Intek sold all its shares in the Company to Mr. Shuet Ping Leung and on the same date, Mr. Sau Shan Ku sold all of his shares to Mr. Herbert Ying Chiu Lee who became the new controlling shareholder of the Company.


6.

INCOME TAXES


No provision was made for income tax for the period from October 31, 2007 (Inception) to March 31, 2013 as the Company and its subsidiary had operating losses. For the period from October 31, 2007 (Inception) to March 31, 2013, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $251,301 and $10,678, respectively. Total net operating losses carried forward at March 31, 2013, (i) for Federal and State purposes were $251,301 and $251,301, respectively and (ii) for its entities outside of the United States were $10,678 for the period from October 31, 2007 (Inception) to March 31, 2013. 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 March 31, 2013 was approximately $39,457 of which $37,695 was for US federal income tax and $1,762 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:

14


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.

INCOME TAXES (Continued)


As reconciliation between the income taxes computed at the United States and the Company's provision for income taxes is as follows:


March 31, 2013

$

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 three months ended March 31, 2013 and year ended June 30, 2012 and 2011 or balance sheet as of March 31, 2013 and June 30, 2012 and 2011. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company's 2009, 2010, 2011 and 2012 U.S. Corporation Income Tax Return are subject to U.S. Internal Revenue Service examination.


7.

SUBSEQUENT EVENTS


The Company has evaluated all other subsequent events through May 15, 2013 the date of these financial statements and determined that there were no other subsequent events or transactions that require recognition or disclosures in the financial statements.

15


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


As used in this Form 10-Q, references to the "Company," "we," "our," "us" or "Oakridge" refer to Oakridge International Corporation, unless the context otherwise indicates.


Forward-Looking Statements


This Quarterly Report on Form 10-Q contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.


While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


Critical Accounting Policy and Estimates


Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2013.

16


Operation Overview

Business of the Issuer


Oakridge International Corporation is now engaged in the business of trading in electronics components and products, and of providing development services for electronics products and devices. The Company was originally planned to be engaged in the environmental services business focusing on waste management, trading and recovering raw materials from electronic printed circuit boards. However due to the capital investment required for starting the environmental services is prohibitively high and our lack of access to recoverable technology, it is not feasible for the Company to pursue this business at this time. Therefore the Company cease the environmental business but focus on the trading of electronics components and products, and provision of development services for electronic product and devices.


History

In March 2008, the Company entered into an agreement for a technology for recovering electronic components from electronic printed circuit boards. The Company evaluated the technology but could not raise the necessary funds to keep the technology and our rights to the technology expired in October 2009. From that date onwards, we have been evaluating other technologies in the recovery of raw materials from Printed Circuit Boards. However due to our limited resources available, we were not able to actively pursue alternative solutions as that would involve investment into test equipment or process.


In May 2011, the Group received a Letter of Authorization to appoint the Company as an official reseller for a waste packing system in China for until the end of 2011. However we were not successful in the fund raising and the Letter of Authorization expired.


In the quarter just ended, the management reviewed the operation and the direction of the Company. Given the resources necessary to start the environmental services operation would require significant capital resources and technology support, it would not be feasible to pursue such a strategy until the Company has a stronger balance sheet and can acquire the technology know how. Therefore the management has determined to cease the environmental services and instead focus on electronic trading and development services for electronic products and devices. The Company will seek to invest in synergistic businesses complementary to our electronics operation. One such business is media and advertising on digital displays platform which the Company is in discussion with a few parties.

During this quartered ended, the Company has recruited 4 engineers/technicians to start the business of developing services for electronic products and devices. The first project is an android TV remote to which the Company is providing pre-manufacturing technical services for testing and compliance services for the product. We hope to complete the services and bring in revenue in this upcoming quarter.

In the coming quarter, we intend to raise some capital and to hire a few more engineers/technicians for our electronic product services business.


We are a development stage company that has generated modest revenues of $11,295 from operations since our incorporation on October 31, 2007 to March 31, 2013. We have incurred losses since our inception.


For the three months ended March 31, 2013, we did not earn any revenue.

During the period just ended, the Group focused on setting up the team for the new electronic products services business and raising funding forthis business. For this quarter ended the Company received some funding support to start the new business operations.The Company intends to raise capital funding in the next quarter.

On October 18, 2012 the Company received approval from the Financial Industry Regulatory Authority that it has cleared its common stock for quotation on the OTC Bulletin Board. The Company's stock will trade under the symbol OAKO on the OTC Bulletin Board.

17



Summary of Our Plans


To implement our business plan, apart from additional financing, we will need to negotiate and secure contracts with acceptable terms for:


*


Trading in electronic components

*

Sourcing distributorships of electronicproducts or devices for marketing and sales opportunities

*

Sourcing development services contracts for electronic products and devices.

Products and Services


We plan to continue with the trading of electronic components and products by focusing on factories located in Southern China. We believe that through the relationships of our director who has many relationships with factories with factories in the electronic manufacturing we can have trading opportunities


We will provide development services for electronic products and devices by having our technical staff test the final phase of a products prior to final commercialization. Our staff will review and analyse the products for final technical testing and provide input on improvement of a product.


The Company is also seeking distributorship in an Android TV remote from a company owned and controlled by our shareholders. This Android TV remote turns a normal TV into an Android device allowing the TV to surf the internet, watch videos from the internet and display photos, news and all other applications from the internet onto your TV. The Company is in discussion on a distributorship of this product and hope to have an agreement by the end of May 2013.

18


Marketand Competition


The market for electronic trading is very large in Southern China where many of the electronic factories are located. The competition in this market is very fierce as there are many sourcing agents operating in Southern China. However we believe that we still have a niche market with our knowledge of the electronics market and our connections to the factories that we can get business opportunities.


The Android TV remote can turn a TV into an Android device. The market for such a devices for each household with a TV. The devices will allow users to surf the internet on their TVs. It will also allow the sharing of contents from their phone to the TVs to allow a multiple users to view the content using the same Android apps for the phone and the TVs. There are other products out in the market place and we believe that there is a growing market for these devices for each household.

Twelve Months Operating Plan


Over the next twelve months, our operating plan will be focused on two main areas: financing and identifyingproducts and or technologies for distributorship. Each of the two areas will be developed on its own path depending on the progress made and the amount of capital available.


Financing


Our financial plans involve getting sufficient funding to continue trading in electronic components and working capital for identifying products for distributorships. These two initiatives are independent, and require separate strategy. The trading of the electronic components requires funding of about US$500,000 to buy electronic components and selling to our customers. The working capital funding is expected to be US$250,000for product distribution. We will seek to raise development, operation and expansion funds for the next twelve months by equity offering for at least US$750,000 to support these plans. The raising of the funds may come in stages but we will evaluate the amount of capital raised to support rolling out our business initially in product distribution if we raise less than USD500,000. We hope to be able to sell our shares to investors or to attract investors on the Over-the-counter Bulletin Board quotation services. In addition, management is seeking strategic investors and partners to execute the operational plan as set out in this section.


Research and Development


Since incorporation, the Company has not embarked on any research and development program and has not incurred or is expecting to incur any such costs.


Costs and Effects of Compliance with Environmental Laws


We currently do not expect there will be any additional costs and effects of compliance with environmental laws in our current plan of operation, as we will ensure that the contracting parties are all approved by the local government authorities. We will work closely with all government environmental agencies to comply with all the local environmental laws and regulations.


Employees


As of March 31, 2013, we had 4 full time staff and two part time staff in the Company. Subject to financing, in the next 12 months, we plan to hire additional staff and consultants in Hong Kong and China to undertake and implement the operational plans.

19


Results of Operations


FOR THE THREE MONTHS AND NINE MONTHS PERIOD ENDED MARCH 31, 2013, THE THREE MONTH AND NINE MONTHS PERIOD ENDED MARCH 31, 2012 AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO MARCH 31, 2013


REVENUES


The Company realized no revenue, no cost of revenue and no gross profit for the three month period ended March 31, 2013. We hope to generate revenue when we receive contracts.

The Company realized no revenue, no cost of revenue and no gross profit for the three month period ended March 31, 2012. We hope to generate revenue when we receive contracts.

The Company realized no revenue, no cost of revenue and no gross profit for the nine month period ended March 31, 2013. We hope to generate revenue when we receive contracts.

The Company realized no revenue, no cost of revenue and no gross profit for the nine month period ended March 31, 2012. We hope to generate revenue when we receive contracts.

For the period from October 31, 2007 (date of inception) to March 31, 2013, the Company realized revenue of $11,295, incurred a cost of revenue of $10,821 and achieved a gross profit of $474.


OPERATING EXPENSES


For the three months period ended March 31, 2013, we had no gross profit and our total operating expenses were $8,106, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the three month period ended March 31, 2013 was $8,106.

For the three months period ended March 31, 2012, we had no gross profit and our total operating expenses were $1,323, all of which were selling, general and administrative expenses and we had a gain on disposal of subsidiary of $2,279. Our net profit to our shareholders for the three month period ended March 31, 2012 was $956.

For the nine months period ended March 31, 2013, we had no gross profit and our total operating expenses were $142,693, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the nine month period ended March 31, 2013 was $142,693.

For the nine months period ended March 31, 2012, we had no gross profit and our total operating expenses were $3,223, all of which were selling, general and administrative expenses and we had a gain on disposal of subsidiary of $2,279. Our net loss to our shareholders for the nine month period ended March 31, 2012 was $944.

For the period from October 31, 2007 (date of inception) to March 31, 2013, the accumulated gross profit was $474, the total operating expenses were $263,052 which were all selling, general and administrative expenses, and we had a gain on disposal of subsidiary of $2,279 and a $1,680 in interest expense, resulting in an accumulated net loss to our shareholders of $261,979.

20


Liquidity and Capital Resources


We do not have sufficient resources to accomplish our business plans. As of March 31, 2013, we had $7,031 in cash.


We will have to raise funds to pay for our expenses and accomplish our business plans. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans or lines of credit. Our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.


Going Concern Consideration


The Company is a development stage company and has commenced operations. The Company had realized no revenue and incurred a net loss of $142,693 for the nine months ended March 31, 2013 and an accumulated net loss of $261,979 for the period from October 31, 2007 (inception) to March 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in emerging markets and the competitive environment in which the Company operates. The Company is pursuing financing for its operations. In addition the Company has commenced operations to earn revenues. Failure to secure such financing, to raise additional equity capital and to earn revenue may result in the Company depleting its available funds and not being able to pay its obligations. These consolidated financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

21


Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Quantitative and Qualitative Disclosures about Market Risk:

A smaller reporting company is not required to provide the information required by this Item.

Off-Balance Sheet Arrangements:


The Company has no off-balance sheet obligations or guarantees and has not historically used special purpose entities for any transactions.


Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Based upon that evaluation, our Management has concluded that, as of December 31, 2011, our disclosure controls and procedures were not effective in timely alerting management to the material information relating to us (or our consolidated subsidiaries) required to be included in our periodic filings with the SEC.

Internal Control over Financial Reporting

(a)Management's Annual Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.


A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the registrant's annual or interim financial statements will not be prevented or detected on a timely basis.


Our management, with the participation of its CEO and President, assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of The Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that assessment under such criteria, management concluded that our internal controls over financial reporting were not effective as of March 31, 2013 due to control deficiencies that constituted material weaknesses. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.


In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified one material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our Company. The small number of employees who are responsible for accounting functions (more specifically, one) prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.


We are in the process of developing and implementing remediation plans to address our material weaknesses.

22


Management has identified specific remedial actions to address the material weaknesses described above:

*


Improve the effectiveness of the accounting group by continuing to augment our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issues by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations, and/or have raised significant additional working capital.

*

Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.


Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.


Changes in Controls and Procedures


There were no significant changes made in our internal controls over financial reporting during the period ended March 31, 2013 that have materially affected or are reasonably likely to materially affect these controls. Thus, no corrective actions with regard to significant deficiencies or material weaknesses were necessary.

23


PART II. OTHER INFORMATION


Item 1. Legal Proceedings.


There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.
Defaults Upon Senior Securities.

None.

Item 4.
Mine Safety Disclosures.

Not applicable.

Item 5.
Other Information.

None.

Item 6.
Exhibits


Exhibit No.


Description

3.1

Articles of Incorporation (1)

3.2

Bylaws (1)

31.1

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

31.2

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

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. (Attached Hereto)

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. (Attached Hereto)
1 Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on July 14, 2008

24


SIGNATURES


Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: May 15, 2013


OAKRIDGE INTERNATIONAL CORPORATION
By: /s/ Herbert Ying Chiu Lee
Name: Herbert Ying Chiu Lee
Title: President, Director & Chief Executive Officer
By: /s/ Con Unerkov
Name: Con Unerkov
Title: Treasurer, Secretary, Director & Chief Financial Officer

25