* On September 25, 2014, the Company resolved to issue 262,500 shares of our common stock for settlement of an employee contract.  The shares were issued under our 2014 Equity Incentive Plan and were valued at $0.70 per share.

On October 14, 2014, we resolved to issue 350,000 shares of our common stock to 14 employees.  These shares are registered under an S-8 Registration Statement filed with the SEC on September 25, 2014, as part of our 2014 Equity Incentive Plan.  Despite registration of the shares reserved for issuance under the 2014 Equity Incentive Plan pursuant to SEC Form S-8, all such shares were issued under the Restricted Stock Agreement that is an Exhibit to such Plan.  These shares were valued at $0.41.

On November 3, 2014, we also resolved to issue 150,000 shares of our common stock to Larry Lee Arrowood, our newly elected President, under his Employment Agreement.  These shares were also issued under the 2014 Equity Incentive Plan and were valued at $0.41.

On December 23, 2014, our Board of Directors resolved to grant and issue 2,675,000 shares of our common stock, effective December 31, 2014, which were part of our shares of common stock reserved for issuance under our 2014 Equity Incentive Plan, to 13 employees and three executive officers.  The shares issued to employees were valued at $0.41 or the closing market price of our shares on the OTCBB on December 22, 2014, the date immediately preceding the date of the grants. 750,000 of these shares of our common stock were issued to Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director; 1,025,000 shares were issued to Larry Lee Arrowood, our President (500,000 of these shares do not fully vest until June 1, 2015); and 525,000 shares to Mark L. Meriwether, our Vice President, Secretary and a director.  These shares were valued at $0.451 per share, which was 110% of closing market price of our shares on the OTCBB on December 22, 2014, as required by the 2014 Equity Incentive Plan, or the date immediately preceding the date of the grants.

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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Oakridge Global Energy Solutions, Inc.

(formerly known as Oak Ridge Energy Technologies, Inc.)

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

The accompanying notes form an integral part of these financial statements.

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Oakridge Global Energy Solutions, Inc.

(formerly known as Oak Ridge Energy Technologies, Inc.)

Consolidated Statements of Cash Flows

The accompanying notes form an integral part to these financial statements.

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Oakridge Global Energy Solutions, Inc.

(formerly known as Oak Ridge Energy Technologies, Inc.)

Notes to Consolidated Financial Statements

These notes form an integral part of and should be read in conjunction with the accompanying accounts.

Note 1 – Domicile and activities

Oakridge Global Energy Solutions, Inc. (referred to hereafter as “the Company” or “Oakridge”) was incorporated on August 15, 1986, under the laws of the state of Colorado.  In 2002, the Company acquired its subsidiary, Oak Ridge Micro-Energy, Inc., a Nevada Corporation (“Oak Ridge Nevada”). The Company’s principal operations had been the further development and commercialization of its rechargeable thin film lithium battery technology.  Its principal operations now encompass multiple lithium ion technologies and form factors in the energy storage industry.

Effective on the opening of business on November 7, 2014, the Company’s Amended and Restated Articles of Incorporation were further amended to change the name to “Oakridge Global Energy Solutions, Inc.” and to add the authority to issue a class of 10,000,000 shares of preferred stock to its authorized shares.

On October 8, 2012, the Company acquired Carbon Strategic PTE LTD, a Singapore corporation, in the business of general wholesale trade including carbon credit trading, specializing in designing and developing project models for sustainable forest development and forest conservation through biodiversity, REDD (“Reduced Emissions from Deforestation and Degradation”) carbon mechanisms, sustainable forestry practices, carbon origination for renewable energy projects and strategic solutions for sustainable practice in industry.  On March 5, 2014, the Company announced its intention to write off its investment in Carbon Strategic and is now in the final phase of the process of winding up the affairs of Carbon Strategic and dissolving its corporate existence.

Note 2 – Summary of significant accounting policies

a)

Basis of presentation

The accounting and reporting policies of the Company conform to generally accepted accounting principles and practices.

Use of Management Estimates in Financial Statements

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 of the Company include the accounts of Oakridge Global Energy Solutions, Inc. and its wholly-owned subsidiaries, Carbon Strategic and Oak Ridge Nevada. All significant inter-company transactions have been eliminated in the consolidated financial statements.

b)

Revenue recognition

Revenue is only recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable and collectability is reasonably assured.

The Company writes off trade receivables when deemed uncollectible.  The Company estimates allowance for doubtful accounts based on the aged receivable balances and historical losses.  The Company charges off uncollectible accounts when management determines there is no possibility of collecting the related receivable. The Company considers accounts receivable to be past due or delinquent based on contractual terms, which is generally net 30 days.

The Company charged $0 to bad debt expense for the period ended December 31, 2014. An analysis of the allowance for doubtful accounts balance at December 31, 2014, determined that no reserve was required.

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c)

Income taxes

The Company applies the asset and liability method of accounting for income taxes. The asset and liability method requires that current or deferred tax consequences of all events recognized in the financial statements are to be measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible.

Deferred tax is recognized on the differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each financial year and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset realized based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the financial year. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to setoff current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognized as an expense or income in the statement of operations, except when they relate to items credited or debited directly to equity, in which case the tax is also recognized directly in equity, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost.

d)

Foreign currency transactions and translation

In preparing the financial statements, transactions in currencies other than the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each financial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the financial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

In prior periods the Company’s functional currency was the Australian dollar.  Effective with the business combination with Oakridge, the significant activity in the United States has necessitated that the Company change its functional currency to the US dollar, which is the reporting currency.  In accordance with US GAAP, translation adjustments for prior periods continue to be presented in equity and the translated amounts for nonmonetary assets at the end of the prior period become the accounting basis for those assets in the period of the change and subsequent periods.   

e)

Financial instruments

The carrying amounts of financial instruments, including cash, related party advance and accounts payable, are considered by management to be their estimated fair values.

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f)

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

g)

Cash and cash equivalents

Cash and cash equivalents include cash in hand and bank deposits.  From time to time, the Company may maintain cash balances in excess of federally insured deposit limits.  Management periodically assesses the financial condition of its financial institutions and believes that the risk of loss is minimal.

h)

Inventory

Inventories are stated at the lower of cost or market value based upon the average cost or the first-in, first-out (FIFO) inventory method.  Inventory consisted of the following at December 31, 2014 and 2013:

i)

Investment

The Company determines the appropriate classification of investments at the time of purchase and re-evaluates such designation at each balance sheet date. We have classified and accounted for our investment as available-for-sale. We may or may not hold investments with stated maturities greater than 12 months until maturity. After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell investments prior to their stated maturities. As we view these investments as available to support current operations, we classify investments with maturities beyond 12 months as current assets and carry them at fair value, reporting any unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be other-than-temporary, which we record as interest and other income, net. We determine any realized gains or losses on the sale of investments on a specific identification method, and we record such gains and losses as a component of interest and other income, net.

j)

Property and equipment

Property and equipment, recorded at cost, consists of the production equipment acquired for the manufacture of Lithium –ion battery cells and systems and assets used in the research and development of the thin film lithium battery.  The assets are being depreciated over five and seven years using the straight-line method of depreciation. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounting records, and any resulting gain or loss is reflected in the Statement of Operations for the period. The cost of maintenance and repairs is expensed as incurred. Renewals and betterments are capitalized and depreciated over their estimated useful lives.

At December 31, 2014 and 2013, property and equipment consisted of the following:

For the periods ended December 31, 2014 and December 31, 2013, depreciation expense was $253,596 and $224,770.  

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k)

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, may be used to measure fair value. The carrying value of convertible notes payable approximates fair values as these notes have interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

l)

Basic and diluted earnings per share

The Company reports earnings per share in accordance with FASB ASC 260 “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding.

Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding, using the treasury stock method for warrants and options and the if converted method for convertible debt when the conversion is not dependent on a substantive non-market based contingency during the period. Accordingly, this presentation has been adopted for the periods presented.  The Company incurred net losses for the years ended December 31, 2014 and 2013 and the effect of including potential common shares in the diluted earnings per share calculation would be anti-dilutive and are therefore not included in the calculations.

The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the consolidated financial statements as follows:

m)

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.  The results of these reclassifications did not materially affect the financial position, results of operations or cash flows.

3.  Income tax  

Prior to the business combination described in Note 1, we did not provide any current or deferred income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income, the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period.

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The provision for income taxes consists of the following:

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

The Company did not pay any income taxes during the periods ended December 31, 2014 or 2013 or since inception.  The Company’s net operating loss carry forward of approximately $19.7 million will expire in various years through 2031. This carry forward may be limited based upon the change in control resulting from the consummation of the business combination. Tax years since 2010 are open for examination by the relevant tax authorities.

4.  Common stock

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions. The common shares have par value of $0.001.

On May 13, 2014, the Company issued 1,416,667 shares of its common stock comprised of “restricted securities” as defined in Rule 144 of the SEC in consideration of $255,000 or approximately $0.18 per share, as part of a Private Placement Subscription Agreement (the “Subscription Agreement”) from Precept Fund Management SPC (“Precept”) for and on behalf of Prescient Fund Segregated Portfolio (“Prescient SP”).  

In July, 2013, the Company entered an Employment Agreement and had agreed to issue, after nine months, 200,000 warrants to purchase an additional 200,000 shares and after 15 months an additional 200,000 warrants to purchase an additional 200,000 shares, all “restricted securities,” at a reasonable price to be determined by the Company and the employee.  The warrants were to have a “cashless” exercise feature.  On September 25, 2014, the Company resolved to issue 262,500 shares of common stock for settlement of this Employment Agreement and paid $85,000.  The shares were issued under the Company’s 2014 Equity Incentive Plan, and were valued at $0.70 per share.

On March 24, 2014, 10,500,000 treasury shares were cancelled.  These shares are reserved for issuance under the Company’s 2014 Equity Compensation Plan that was adopted by the Board of Directors on March 4, 2014.

On August 7, 2014, the Company issued 11,000,000 shares of common stock, comprised of “restricted securities” as defined in Rule 144 of the SEC, in consideration of $2,200,000 or approximately $0.20 per share, pursuant to a Private Placement Subscription Agreement executed and dated July 31, 2014, from Precept, for and on behalf of Precept Fund.

On August 7, 2014, the Company entered into a Consulting Agreement with Savoy Enterprises, Inc. (“Savoy”).  Savoy was to be compensated by the issuance of 3,500,000 shares of the Company’s common stock, issuable in three tranches of one-third each, one on execution; one three months from the date of execution; and the last six months from the date of execution, all calculated from the effective date.  The Company issued and recorded the first tranche of 1,166,667 shares of common stock on or about August 7, 2014, valued at $0.69 per share; it issued and recorded the second tranche of 1,166,667 shares on

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or about September 21, 2014, valued at $0.53 per share; and it issued and recorded the balance of 1,166,666 shares on or about December 23, 2014, valued at $0.51 per share.  All shares issued under the Consulting Agreement are “restricted securities” as defined in Rule 144 of the SEC.  A “Success Fee” for any successful introduction to a capital raise, acquisition, merger or other significant agreement (the “Successful Success Fee Event”) will be payable upon the successful completion of the “Successful Success Fee Event,” equal to 4% of the amount of capital raised and 2% of the equity value of the transaction in the case of an acquisition, merger or other significant similar agreement.  The Success Fee is due and payable to Savoy immediately upon the earlier of (i) the closing of the Successful Success Fee Event, or (ii) the issuance of the stock or receipt of the cash in any Success Fee Event.  The Consulting Agreement also contains customary representations and warranties of the parties and various conditions, including the right to terminate without cause.  

On August 20, 2014 the Company issued 16,775,000 shares of common stock, comprised of “restricted securities” as defined in Rule 144 of the SEC, in payment of a related party loan pursuant to the Leclanché S. A., a Swiss share company (“Leclanché”), advance, which is discussed below in Note 9.  These shares were issued at $0.20 per share in consideration of $3,355,000 advance.  The advance was made by Precept, for and on behalf of Prescient Fund Segregated Portfolio (“Prescient SP”).

On September 9, 2014, the Company recorded the issuance of 2,000,000 shares of common stock, comprised of “restricted securities” as defined in Rule 144 of the SEC, to an officer and director for services rendered.  These shares were valued at $0.50 per share or $1,000,000.

On September 9, 2014, the Company issued 15,000,000 shares of common stock, comprised of “restricted securities” as defined in Rule 144 of the SEC, in consideration of $3,000,000 or $0.20 per share, pursuant to a Private Placement Subscription Agreement dated September 3, 2014, from Precept, for and on behalf of Prescient SP.

On October 14, 2014, the Company resolved to issue 350,000 shares of its common stock to 14 employees of the Company. These shares are registered under an S-8 Registration Statement filed with the SEC on September 25, 2014, as part of the Company’s 2014 Equity Incentive Plan.  Despite registration of the shares reserved for issuance under the 2014 Equity Incentive Plan pursuant to SEC Form S-8, all such shares were issued under the Restricted Stock Agreement that is an Exhibit to such Plan.  These shares were valued at $0.84 per share.

On November 3, 2014, the Company also resolved to issue 150,000 shares of its common stock to Larry Lee Arrowood, the Company’s newly elected President, under his Employment Agreement.  These shares are also registered under the 2014 Equity Incentive Plan.

On December 23, 2014, the Company resolved to grant and issue 2,675,000 shares of its common stock, effective December 31, 2014, which were part of the shares of common stock reserved for issuance under its 2014 Equity Incentive Plan, to 13 employees and three executive officers.  The shares issued to employees were valued at $0.41 or the closing market price of the Company’s shares on the OTCBB on December 22, 2014, the date immediately preceding the date of the grants. 750,000 of these shares were issued to Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director; 1,025,000 shares were issued to Larry Lee Arrowood, our President (500,000 of these shares do not fully vest until June 1, 2015); and 525,000 shares to Mark L. Meriwether, our Vice President, Secretary and a director.  These shares were valued at $0.41 per share, which was the closing market price of the Company’s shares on the OTCBB on December 22, 2014, as required by the 2014 Equity Incentive Plan, or the date immediately preceding the date of the grants.

On December 31, 2014, the Company completed a Private Placement Subscription Agreement whereby Precept, for and on behalf of Prescient SP, purchased 1,000,000 shares of its common stock comprised of “restricted securities,” for aggregate consideration of $200,000, or $0.20 per share.   The $200,000 is shown as a subscription receivable on the balance sheet and the Company received the funds on January 6, 2015.

5.  Going concern   

The Company has accumulated losses from inception through December 31, 2014, of $15,486,122, has had negative cash flows from operating activities, and has not yet earned significant revenue from its planned principal operations, though it is presently building working samples for a wide range of energy storage products that are expected to result in commercial orders for a number of these products and for which additional funding will be required to manufacture and deliver any commercial orders received.   

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On April 11, 2014, Precept Asset Management Limited (“PAML”) provided a letter of support to us summarizing the past funding of Precept for and on behalf of Prescient SP from July, 2013, to date (approximately $12,345,000), and expressing their continued support for the Company by Precept and Prescient SP and their intent to facilitate the provision of additional funding as reasonably requested by the Board through March 31, 2015.  This continuing support was again expressed in a letter of PAML on May 5, 2015.  Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director, is the 100% beneficial owner and a director of PAML, which is the investment manager of Precept and Prescient SP. As their investment manager, PAML has been delegated the authority to make investment decisions and vote interests held by Precept and Prescient SP, including the shares of Oakridge owned by Prescient SP.  Management believes the continued support from PAML alleviates the substantial doubt regarding the Company’s ability to continue as a going concern.

6. Related party convertible debt/Related party advance

Related party convertible debt

The Company borrowed $2 million to finance business operations from Newmark Investment Limited, a Hong Kong organized company (“Newmark”), a former principal stockholder of the Company and the former owner of Carbon Strategic,  the Company’s inactive wholly-owned subsidiary (the “Newmark Loan”).  The terms of the notes included interest at 6% per annum; interest to be paid quarterly on the principal then outstanding; the initial term of the loan was 12 months from the date of first advance or November 2, 2012; the loan could be extended for another 12 months with a maximum period of 24 months from the date of first advance; the total loan or part of the loan could be converted to fully paid shares of common stock of the Company at Newmark’s request at the end of loan period; and shares issued on conversion would be issued at a 50% discount of the volume weighted average price (“VWAP”) of the common stock of the Company on the OTCBB or the principal nationally recognized U.S. market on which such shares of common stock publicly traded, for the 50 day VWAP prior to any such conversion, provided however, notwithstanding the foregoing, the minimum conversion price shall not be less than USD$0.20 per share, which was the approximate current trading price of such common stock on the date of the initial advance by Newmark.  Any shares acquired in conversion of the notes would be comprised of “restricted securities” as defined in Rule 144 of the SEC.  As of December 31, 2013, the Company had accrued interest of $112,150 on advances of $2,000,000.  The loan was extended and subsequently assigned to Expedia Holdings Limited, a Hong Kong organized company (“Expedia”).  The Company had also agreed to grant a lien to Newmark on all of the Company’s equipment and intellectual property to secure payment of the loan and accrued interest, which lien was approved on March 31, 2014, under an amended Loan Agreement dated February 24, 2014, reflecting the assignment of the Newmark Loan and the granting of the security interests to Expedia.  Expedia is a founder and the sole owner of Newmark and assignee of Newmark Loan, which is currently referenced as the “Expedia Loan.”  The loan maturity date has been extended by Expedia to June 30, 2015.  Accrued interest payable on the convertible notes comprising the loan was $60,473 at December 31, 2014, and is included in accounts payable and accruals as of December 31, 2014.  

Silveron Capital Partners, which is owned by one of the Company’s directors, loaned the Company $68,642 during the period ended December 31, 2014.  The loan is due on demand and bears interest at 10%.  The funds were used for payment of current expenses.  The total amount due as of December 31, 2014 is $141,346, which includes $10,987 of accrued interest.

Related party advance

The Company entered into a Convertible Loan and Investment Agreement with Leclanché dated as of May 30, 2014, which was essentially an executory contract until it was amended on August 2, 2014, and authorized to be funded by the Company’s Board of Directors by unanimous written consent, effective on August 5, 2014.  The initial Loan Agreement provided for the Company to loan Leclanché CHF3,000,000 or approximately $3,355,000, while the amended Loan Agreement increased amount to CHF5,000,000 or approximately $5,489,895.  All funds were payable in Swiss Francs; interest accrued on the unpaid balance at the rate of two percent per annum; amounts advanced and accrued interest were payable at maturity of the loan or June 30, 2016; and principal, accrued interest and related fees could converted by the Company to purchase shares of Leclanché at CHF1.50.  Precept was a majority shareholder of Leclanché.

On June 19, 2014, Precept for and on behalf of Prescient SP, advanced Leclanché CHF3,000,000 or approximately $3,355,000, in anticipation of completing a Subscription Agreement on completion of the Loan Agreement, to purchase approximately 16,775,000 shares of the Company’s common stock, comprised of “restricted securities” as defined in SEC Rule 144, at $0.20 per share in consideration of such advance of funds. The Subscription Agreement has been completed, as

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indicated in Note 4 above, and the Company has received signed copies of all documents respecting the security pledged by Leclanché to secure the advances under the Loan Agreement.  The advances under the Loan Agreement are secured by Leclanché’s present and future receivables; claims from inter-group loans and bank account claims in accordance with the Re-Assignment and Security Assignment Agreement (the “Security Agreement”); all patent and trademark applications; a first ranking lien on 100% of the shares of Leclanché’s Subsidiary (Leclanché Gmbh), with the understanding that Leclanché will ensure that the Subsidiary will transfer all of its present and future assets in accordance with the Security Agreement (as provided in the Share Pledge Agreement executed by the parties); and although it is agreed that with respect to all other Additional Security (as defined in the Security Agreement) that Precept and the Company shall participate in such Additional Security on a pro rata basis relative to Precept’s CHF17,000,000 loan to Leclanché and the Company’s CHF5,000,000 loan to Leclanché, or the respective amounts outstanding on such loans at any particular time, Precept converted all of its CHF17,000,000 loan into equity in Leclanché as at June 30, 2014, so there is no outstanding loan balance owed by Leclanché to Precept, and the Company is currently the only secured creditor of Leclanché.  This provision was in the initial Loan Agreement; and the only material change in the Loan Agreement as amended on August 2, 2014, and finalized and approved on August 5, 2014, related to the increase in the loan amount to be made to Leclanché from CHF3,000,000 to CHF5,000,000.

On August 6, 2014, the Company wired CHF1,600,000, or $1,780,480 to Leclanché under the Loan Agreement; and the balance of CHF400,000 was drawn down by Leclanché on September 11, 2014.

On December 7, 2014, the Company completed a Restructuring Agreement (“Leclanché Restructuring Agreement”) involving a restructuring of Leclanché, and a Loan and Security Transfer Agreement (“Leclanché Loan Transfer Agreement”), whereby the Company agreed to transfer its Convertible Loan and Investment Agreement and related security agreements with Leclanché dated May 30, 2014, and as amended on August 2, 2014 (effective August 5, 2014), to Recharge ApS, a Danish private limited company (“Recharge”). The closing of these agreements was subject to a binding Letter of Intent for us to acquire 11,000,000 shares of Leclanché from Precept, which shares are held by Precept, for and on behalf of Precept Fund and Prescient SP.  

7. Commitments, Contingencies

The Company entered into a Joint Development and Marketing Agreement with Leclanché on April 9, 2014, whereby in the first phase, the parties will evaluate the marketing opportunities for the energy storage products of Leclanché in the United States and identify what alliances between the Company and Leclanché will serve the joint marketing of their respective energy storage products, with the goal of targeting business applications, markets, satisfaction of certifications and regulations, grouping of products, pricing, assembly and manufacturing of certain Leclanché products in the Company’s facilities in Melbourne, Florida, among other understandings.

The Company entered into a Consulting Agreement with Savoy Enterprises, Inc. (“Savoy”) dated as of March 21, 2014, for a term of one year ending March 21, 2015.

The Company also entered into a two year Letter Agreement with Charge Commander, L3C (“Charge Commander”), effective for the period from November 1, 2014, to November 1, 2016, to deliver energy storage products, consisting of certain cells as defined in the Letter Agreement, which Charge Commander will utilize to manufacture batteries.  

On November 26, 2014 the Company entered into a six month Lease Agreement with MV 51 Investments (“MV 51” and the MV 51 Lease Agreement,” respectively) to lease a 24,167 square foot warehouse facility in Melbourne, Florida, of which approximately 4,167 square feet is being utilized as office space; approximately 20,000 square feet is warehouse.

8. Lease commitment

The Company leases a facility in Melbourne, Florida which expires December 31, 2015.

On November 26, 2014, the Company entered into a six month Lease Agreement with a one year option with MV 51 Investments to lease a 24,167 square foot warehouse facility in Melbourne, Florida, of which approximately 4,167 square feet is being utilized as office space and approximately 20,000 square feet of warehouse space.  Lease payments are $14,000 per month plus applicable sale tax.  An $8,125 Security Deposit was paid as part of the Lease Agreement.  

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ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None, not applicable.

ITEM 9A:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and acting Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report, or December 31, 2014.  Based on that evaluation, our Chief Executive Officer and acting Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this Annual Report, were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and acting Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.  

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 Rules 13a-15(f) under the Exchange Act.  Under supervision and with the participation of our management, we conducted an evaluation of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  This evaluation identified material weakness in the Company’s internal control over financial reporting. 

We are actively engaged in developing a remediation plan designed to address this material weakness. If material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our financial statements may contain material misstatements, and we could be required to restate our financial results. The remediation efforts expected to be implemented include the following:

• Simplifying and consolidation of our accounting systems;

• Hiring of additional staff;

• Segregation and defining duties so no one person has control over the entire process;

• Enhancing our training program for accounting personnel;

• Providing online, real-time access to accounting personnel across our various locations;

• Establishing a more comprehensive review procedures; and

• Implementing procedures to improve the reconciliation of accounts in a timely matter. 

Management has developed a detailed plan and timetable for the implementation of the remediation efforts and will monitor the implementation. In addition, management will continue to review and make necessary changes to the overall design of the Company’s internal control environment. Management believes these efforts will effectively remediate the material weakness. As the Company continues to evaluate and work to improve our internal control, management may take additional measures to address deficiencies. 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

See the heading “Management’s Annual Report on Internal Control over Financial Reporting” above for our changes in internal control over financial reporting.

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ITEM 9B:  OTHER INFORMATION

See the heading “Business Developments subsequent to the Year Ended December 31, 2014” of Part I, Item 1.

PART III

ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

The following table sets forth, in alphabetical order, the names and the nature of all positions and offices held by all directors and executive officers of our Company for the calendar year ended December 31, 2014, and to the date of this Annual Report, and the period or periods during which each such director or executive officer has served in his respective positions.

*

Presently serves in the capacities indicated opposite his name.

Background and Business Experience

Larry Lee Arrowood is 53 years of age and has been employed by us since July 2013 as our Quality Assurance Director, and most recently, he has managed the operation of our Melbourne, Florida, facilities, and our 14 employees.  Mr. Arrowood was in charge of quality assurance from March 2011 to July 2013 for MC Assembly.  Prior to that, he was Vice President of Operations for JEM Lighting Technologies from 2004 to 2011.  Mr. Arrowood was with Harris Semiconductor from 1983 until 1994 as analog design engineer and operations manager.  His areas of expertise are engineering, quality, company turn arounds and start-ups.  Mr. Arrowood received a Bachelor of Science in Electrical Engineering from West Virginia University, Master of Science in Electrical Engineering from Florida Institute of Technology, and Master of Business Administration from Webster University.

Stephen J. Barber is currently 59 years old.  Mr. Barber has over 30 years of experience in the international business sector with dual qualifications in science and law, specializing in international corporate finance, mergers and acquisitions, asset acquisitions, corporate restructuring, offshore financing structures and the creation of new ventures, as well as government regulatory matters and counterterrorism risk management (especially terrorism financing structures) in a range of international jurisdictions.  Mr. Barber is self-employed and is currently the principal of Precept Asset Management Limited, the investment manager of Precept Fund Management Segregated Portfolio Corporation, and Prescient Fund Segregated Portfolio, a position he has held since December 9, 2013, and was previously a director of Precept Investment Management Limited since March 15, 2013, which was the predecessor to Precept Asset Management Limited.

Mr. Barber has resided in Australia, the USA and Canada.  His entrepreneurial approach and strength at building long-term strategic alliances, coupled with his dual technical and corporate finance/law background, equips him with the skill-sets

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necessary to bridge the gap between the technical, operational, commercial and government regulatory aspects required to create a dynamically successful, strategically focused business. 

He holds the degrees of B. App. Sc. (University of Southern Queensland), LL.B. & LL.M. (University of Adelaide), and an M.A. (Diplomacy) from Norwich University (VT).

Through the 1990s, Mr. Barber was Joint Managing Director of Wessex Fund Management Limited, a hedge fund he co-founded in 1988, which focused on special situations and event-driven, risk-hedged investments, including distressed opportunities and corporate restructuring. Wessex also developed the first Capital Guaranteed Fund in Australia in response to the 1987 economic crash, which was highly successful in the late 1980s and early 1990s.

Mark L. Meriwether is 58 years of age.  He has been a director of Oakridge since 2001, and served as its President, Secretary and Treasurer from 2001 until October 8, 2012; he was elected as Vice President on March 4, 2013.  He was primarily responsible for the day to day operations of Oakridge, including overseeing its fund raising activities, the research and development of its thin film battery technology and licensing discussions, among other duties.  For the past 22 years, he has also been involved in providing consulting services to public and private companies in the areas of corporate restructuring, reorganizations, mergers and funding, as an independent contractor.

Scientific and Technology Committee

Dr. John Bates, PhD. Chairman of our Scientific and Technology Committee and its only current member, is 74 years of age.  He is our former CTO and was the leader of the thin film battery group at the Oak Ridge National Laboratory.  He is the discoverer of a thin film electrolyte, lithium phosphorus oxynitride (“Lipon”), that enabled the development of all solid state rechargeable thin film lithium and lithium-ion batteries; he holds over 25 patents in the area of thin film batteries and battery materials, device construction and packaging.  Dr. Bates recently was named a Battelle Distinguished Inventor.  He is a Fellow of the American Physical Society and a former winner of the Electrochemical Society Battery Research Award (2000); an R&D 100 Award (1996); and the Department of Energy Division of Materials Science Award (1994).  He received his Ph.D. in physical chemistry in 1968 from the University of Kentucky.

Directorships Held in Other Reporting Companies

Our officers and directors hold no other positions in any other reporting companies under the Exchange Act.

Involvement in Certain Legal Proceedings

During the past 10 years, no director, founder or control person:

·

has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

·

was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice; or

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Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

·

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding bullet point, or to be associated with persons engaged in any such activity;

·

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

·

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

·

was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

any Federal or State securities or commodities law or regulation; or

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

any law or regulation prohibiting mail or wire fraud in connection with any business activity; or

·

was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Founders and control persons.

To the best of our management’s knowledge, no person who may be deemed to have been a promoter or founder of our Company was the subject of any of the legal proceedings listed under the heading “Involvement in Certain Legal Proceedings” above.

Compliance with Section 16(a) of the Exchange Act

Our shares of common stock are registered under the Exchange Act, and therefore the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a), which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  Based solely upon review of the copies of such forms furnished to us during the fiscal year ended December 31, 2014, and to the date of this Annual Report, the following filings were not timely filed:

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Code of Ethics and Insider Trading Policy

We have adopted a Business Conduct and Code of Ethics; and Insider Trading Policy.  These policies were attached, respectively, as Exhibit 14 and Exhibit 10.1 to our 8-K Current Report dated March 4, 2014, and filed with the SEC on March 12, 2014.  See Part IV, Item 15.

Corporate Governance

Nominating Committee

We have not established a Nominating Committee because we have only two directors and three executive officers, and we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our board of directors.

Audit Committee

We have not established an Audit Committee because we have only two directors and executive officers and our business operations are conducted in one facility. We believe that we are able to effectively manage the issues normally considered by an Audit Committee.

If we do establish an Audit Committee, we will disclose this change to our procedures in recommending nominees to our board of directors.

Scientific and Technology Committee

On February 11, 2014, we appointed John D. Bates, Ph.D., to our newly designated Scientific and Technology Committee.  Dr. Bates is the Chairman and only current member.

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ITEM 11:  EXECUTIVE COMPENSATION

All Compensation

The following table sets forth the aggregate compensation paid by us for services rendered during the periods indicated:  

Summary Compensation Table

(1)  Mr. Arrowood was elected our President on October 14, 2014.  His services continue under his Employment Agreement dated August 1, 2014, under which he will receive an annual salary of $140,400, payable semi-monthly.  He is also qualified to receive a performance bonus of $30,000 for demonstration of ability to successfully produce 3AH cells with safety separator and for commercial use; 2AH cells for use in UAV or other commercial application; 5AH cells for use in UAV or other commercial application; and 10AH cells for use in UAV or other commercial application.  A copy of Mr. Arrowood’s Employment Agreement was filed as an Exhibit to our 8-K Current Report dated October 14, 2014, and filed with the SEC on October 20, 2014.  See Part IV, Item 15.

In addition to his annual salary, he was issued 150,000 shares under his Employment Agreement and pursuant to our 2014 Equity Incentive Plan (the “Plan”), a copy of which was attached to our 8-K Current Report dated March 4, 2014, and filed with the SEC on March 12, 2014, and incorporated by referenced in our S-8 Registration Statement registering the shares underlying the Plan that was filed with the SEC on September 25, 2014.  These shares were issued on October 14, 2014, and valued at $0.41 per share, or $61,500.  He was also issued an additional 25,000 shares under the Plan on such date as a performance based bonus, with such shares also being valued at $0.41 per share, or $10,250.

Mr. Arrowood is also entitled to expense reimbursement and employee benefits provided to other employees, including, as applicable, bonuses, personal and sick leave, vacation, health and other insurance that may be provided, and participation in our compensation or other incentive plans adopted, among other benefits.

On December 23, 2014, and effective as of December 31, 2014, Mr. Arrowood was issued an additional 1,025,000 shares under the Plan as a performance based bonus, which shares were valued at $0.451 per share or $462,275.  Despite registration of all shares under the Plan, all shares issued under the Plan were issued under Restricted Stock Agreements.

(2)  On December 23, 2014, and effective as of December 31, 2014, Mr. Barber was issued 750,000 shares under the Plan as compensation for services rendered, which shares were valued at $0.451 per share or $338,250.  Despite registration of all shares under the Plan, all shares issued under the Plan were issued under Restricted Stock Agreements.

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(3)  Meriwether Agreements

Meriwether Termination of Employment Fee Agreement

Section 10.10 of the SPA whereby we acquired Carbon Strategic on October 8, 2012, specified that Mr. Meriwether would be paid $150,000 and be issued 3,000,000 shares of our common stock comprised of Rule 144 defined “restricted securities; he was granted “piggy-back” registration rights on these 3,000,000 shares, subject to pro rata cut backs under SEC Rule 415.  In consideration of the cash and stock consideration, Mr. Meriwether terminated all employment agreements to which he and we were party; and resigned as our President, Secretary and Treasurer.  The Termination of Employment Fee Agreement was executed and delivered with the closing of the SPA and contained these terms.  Mr. Meriwether has been paid this sum and issued these shares.  

Meriwether Consulting Agreement

Section 10.10 of the SPA also specified that Mr. Meriwether would enter into a two (2) year Consulting Agreement, which Consulting Agreement was also executed and delivered with the closing of the SPA.  Under the Consulting Agreement, Mr. Meriwether was to be paid $500,000, less all of our outstanding liabilities amounting to $190,579.31 at closing, which included the payment of legal, accounting, Edgar and XBRL fees related to the preparation and filing of our 10-Q Quarterly Report for the quarter ended September 30, 2012; and Mr. Meriwether was also required to pay the $10,000 to Dr. Bates for his 10% interest in Oak Ridge Nevada.  That resulted in a net payment to Mr. Meriwether or his designees at the closing of $299,420 under the Consulting Agreement.  Further, if Mr. Meriwether compromised any of these liabilities for less than the sum recorded in our books and records, he was entitled to the difference resulting from any such compromise.  On the basis of indemnifying us or compromising certain liabilities of the Company for less than was carried by us as liabilities, Mr. Meriwether received an additional $33,643.40, for total compensation of $333,062 under this Consulting Agreement.  Mr. Meriwether’s fees paid under the Consulting Agreement were non-refundable.  The Consulting Agreement provides for services by Mr. Meriwether in connection with the transition resulting from the change in control following the closing of the SPA, including services related to knowledge, information or introduction regarding all contracts, customers and suppliers, and to the extent of his knowledge and experience, services related to our thin film battery technology.  All services are to be rendered in Salt Lake City, Utah; if travel is required, Mr. Meriwether will be reimbursed for all expenses.  Mr. Meriwether is an independent contractor under the Consulting Agreement, responsible for all taxes of any kind resulting from fees received under the Consulting Agreement; and he is subject to strict confidentiality provisions respecting our confidential or proprietary data, intellectual property information or techniques, suppliers, contacts, customers or employees or otherwise.

Copies of these contracts were filed with our 8-K Current Report dated October 2, 2012, and filed with the SEC on October 9, 2012.  See Part IV, Item 15.

This Consulting Agreement was amended effective December 24, 2013, extending it to October 8, 2014, and issuing Mr. Meriwether 1,500,000 shares of our common stock that was valued at $900,000, and which shares were acquired by us under the Settlement Agreement dated December 23, 2013, between us, our former President and certain other shareholders.  Mr. Meriwether was also paid $50,000, and we agreed to pay him an additional $150,000 on the completion of certain terms, namely, upon the Company’s achievement of an AIM stock exchange listing or upon the Company’s raise of additional capital in an amount equal to or exceeding $7,000,000 from any source other than current investors in the Company.  This amendment was part of the Precept Subscription Agreement, for and on behalf of Prescient SP, which was executed on December 24, 2013, and this information was filed with the SEC in our 8-K Current Report dated December 23, 2013, and filed with the SEC on December 31, 2013.  See Part IV, Item 15.

This compensation is included in our audited financial statements for the years ended December 31, 2013, and 2012, as applicable.  See Item 8.

Copies of these contracts were filed with our 8-K Current Report dated October 2, 2012, and filed with the SEC on October 9, 2012.  See Part IV, Item 15.

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Additional Meriwether Compensation

On September 9, 2014, we also authorized the issuance of 2,000,000 shares of our common stock to Mr. Meriwether, the Company’s Vice President and a director, for all of his efforts over and above the responsibilities he assumed under his current Consulting Agreement with the Company.  These shares were valued at $1,000,000, or $0.50 per share, and were comprised of “restricted securities” as defined in SEC Rule 144.

On December 23, 2014, and effective as of December 31, 2014, Mr. Meriwether was issued 525,000 shares under the Plan as compensation for services rendered, which shares were valued at $0.451 per share or $236,775.  Despite registration of all shares under the Plan, all shares issued under the Plan were issued under Restricted Stock Agreements.

Also, during the year ended December 31, 2014, Mr. Meriwether received $163,000 in compensation pursuant to his Consulting Agreement.

Outstanding Equity Awards

* On September 25, 2014, the Company resolved to issue 262,500 shares of our common stock for settlement of an employee contract.  The shares were issued under our 2014 Equity Incentive Plan and were valued at $0.70 per share.

On October 14, 2014, we resolved to issue 350,000 shares of our common stock to 14 employees.  These shares are registered under an S-8 Registration Statement filed with the SEC on September 25, 2014, as part of our 2014 Equity Incentive Plan.  Despite registration of the shares reserved for issuance under the 2014 Equity Incentive Plan pursuant to SEC Form S-8, all such shares were issued under the Restricted Stock Agreement that is an Exhibit to such Plan.  These shares were valued at $0.41 per share.

On November 3, 2014, we also resolved to issue 150,000 shares of our common stock to Larry Lee Arrowood, our newly elected President, under his Employment Agreement.  These shares were also issued under the 2014 Equity Incentive Plan and were valued at $0.41.

On December 23, 2014, our Board of Directors resolved to grant and issue 2,675,000 shares of our common stock, effective December 31, 2014, which were part of our shares of common stock reserved for issuance under our 2014 Equity Incentive Plan, to 13 employees and three executive officers.  The shares issued to employees were valued at $0.41 or the closing market price of our shares on the OTCBB on December 22, 2014, the date immediately preceding the date of the grants. 750,000 of these shares of our common stock were issued to Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director; 1,025,000 shares were issued to Larry Lee Arrowood, our President (500,000 of these shares do not fully vest until June 1, 2015); and 525,000 shares to Mark L. Meriwether, our Vice President, Secretary and a director.  These shares were valued at $0.451 per share, which was 110% of closing market price of our shares on the OTCBB on December 22, 2014, as required by the 2014 Equity Incentive Plan, or the date immediately preceding the date of the grants.

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Compensation of Directors

No director received any compensation for service as a director during the years ended December 31, 2014 and 2013.

ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

The following tables set forth the share holdings of those persons who were principal shareholders owning 5% of more of our common stock as of the date of this Annual Report.

Ownership of Principal Stockholders

(1) Percentages are based on 164,741,388 shares of common stock being outstanding on the date of this Annual Report,  and (i) excludes the 750,000 shares owned by Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director and the sole owner of the investment manager of Precept, which is noted below in note (2) and under the heading “Ownership of Officers and Directors,” and (ii) assumes the outstanding Expedia Loan of $2,000,000 will not be converted into the purchase of shares of our common stock at the lesser of 50% of the 50 day average VWAP or $0.20, as outlined in the heading “Liquidity and Capital Resources” of Part II, Item 7.  The conversion right is in the discretion of Expedia, and can only be made at the end of the loan term, which is now June 30, 2015.  Also see Part III, Item 13.

(2) Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director, is the 100% beneficial owner and a director of PAML, which is the investment manager of Precept.  Precept, for and on behalf of Prescient SP and Precept Fund, is the beneficial owner of the common stock; however, as the investment manager, PAML has been delegated the authority to make investment decisions and vote interests held by Precept, Prescient SP and Precept Fund, including the shares of Oakridge owned by Prescient SP and Precept Fund.  Mr. Barber was issued 750,000 shares of our common stock under our 2014 Equity Incentive Plan, effective December 31, 2014.

Security Ownership of Management

The following table sets forth the share holdings of our directors and executive officers as of the date of this Annual Report:

Ownership of Officers and Directors

(1) Percentages are based on 164,741,388 shares of common stock being outstanding on the date of this Annual Report.

(2) Larry Lee Arrowood was issued 525,000 shares under our 2014 Equity Incentive Plan and was also granted 500,000 additional shares under our 2014 Equity Incentive Plan that vest June 1, 2015, and which shares are included as being outstanding in all computations above.

(3) Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director, is the 100% beneficial owner and a director of PAML, which is the investment manager of Precept.  Precept, for and on behalf of Prescient SP and Precept Fund, is the

47

beneficial owner of the common stock; however, as the investment manager, PAML has been delegated the authority to make investment decisions and vote interests held by Precept, Prescient SP and Precept Fund, including the shares of Oakridge owned by Prescient SP and Precept Fund.  Mr. Barber was issued 750,000 shares of our common stock under our 2014 Equity Incentive Plan.

(4) Mr. Meriwether directly owns 3,200,000 shares and 35,669 shares owned indirectly by an entity owned by Mr. Meriwether.

SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days.  Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person.  Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person.  At the present time there are no outstanding options or warrants.

Changes in Control

There have been no changes in control during the fiscal year ending December 31, 2014.

Securities Authorized for Issuance under Equity Compensation Plans

See the heading “Outstanding Equity Awards” of Part III, Item 11, and the heading “Securities Authorized for Issuance under Equity Compensation Plans,” of Part II, Item 5, above.

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

On or about February 2, 2015, we executed a Stock Purchase Agreement to acquire 11,000,000 shares of Leclanché, which shares are held by Precept, for and on behalf of Precept Fund and Prescient SP, in consideration of our execution of the  Leclanché Restructuring Agreement, the Leclanché Loan Transfer Agreement and the issuance of 78,763,500 additional shares of our common stock, which will be comprised of “restricted securities” as defined in SEC Rule 144. This Stock Purchase Agreement has been approved by the Swiss Takeover Board (“TOB”), though the transaction has not been completed.  See “(December 7, 2014)” of the heading “Business Developments in the Year ended December 31, 2014,” of Part I, Item 1, above, for additional information regarding the Leclanché Restructuring Agreement and the Leclanché Loan Transfer Agreement; and “(February 2, 2015”) of the heading “Business Developments subsequent to the Year Ended December 31, 2014,” of Part I, Item 1, above, for additional information regarding the Stock Purchase Agreement.  

On December 7, 2014, we completed a Restructuring Agreement (“Leclanché Restructuring Agreement”) involving a restructuring of Leclanché, and a Loan and Security Transfer Agreement (“Leclanché Loan Transfer Agreement”), whereby we agreed to transfer its Convertible Loan and Investment Agreement and related security agreements with Leclanché dated May 30, 2014, and as amended on August 2, 2014 (effective August 5, 2014), to Recharge ApS, a Danish private limited company (“Recharge”). The closing of these agreements was subject to a binding Letter of Intent for us to acquire 11,000,000 shares of Leclanché from Precept, which shares are the subject of the Stock Purchase Agreement referenced above.  Precept was party to these agreements.

During 2014, on or about the following dates, we completed private placements of our shares of common stock to the named related parties:

Precept, for and on behalf of Prescient SP, purchased 1,000,000 shares of our common stock comprised of “restricted securities,” for aggregate consideration of $200,000, or $0.20 per share, on or about December 31, 2014; Precept, for and on behalf of Prescient SP, purchased 15,000,000 shares of our common stock comprised of “restricted securities,” for aggregate consideration of $3,000,000, or $0.20 per share, on or about September 5, 2014; Precept, for and on behalf of Prescient SP, purchased 16,775,000 shares of our common stock comprised of “restricted securities,” in consideration of the $3,355,000 advanced by Prescient SP on our behalf under our Leclanché Loan Agreement, on or about August 13, 2014; Precept, for and

48

on behalf of Precept Fund, purchased 11,000,000 shares of our common stock comprised of “restricted securities,” for aggregate of $2,200,000 or approximately $0.20 per share, on or about July 31, 2014; and Precept, for and on behalf of Prescient SP, purchased 1,416,667 shares of our common stock comprised of “restricted securities,” for aggregate of $255,000 or approximately $0.18 per share, on or about April 7, 2014.

Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director, is the 100% beneficial owner and a director of Precept Asset Management Limited (“PAML”), which is the investment manager of both Precept and Prescient SP.   

During 2014, the following shares of our common stock were awarded to our directors and executive officers:

On November 3, 2014, we also resolved to issue 150,000 shares of our common stock to Larry Lee Arrowood, our newly elected President, under his Employment Agreement; and on December 23, 2014, our Board of Directors resolved to grant and issue 2,675,000 shares of our common stock, effective December 31, 2014, which were part of our shares of common stock reserved for issuance under our 2014 Equity Incentive Plan, to 13 employees and three executive officers.  750,000 of these shares of our common stock were issued to Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director; 1,025,000 shares were issued to Larry Lee Arrowood, our President (500,000 of these shares do not fully vest until June 1, 2015); and 525,000 shares were issued to Mark L. Meriwether, our Vice President, Secretary and a director.  

Prescient SP acquired 80,000,000 shares of our common stock from Expedia on March 31, 2014, in exchange for an interest in Prescient SP.  These shares were previously owned by Newmark. Expedia is a founder and the beneficial owner of 100% of Newmark, and acquired these shares from Newmark on or about January 16, 2014.

On January 10, 2014, our Board of Directors agreed to grant Expedia, the sole owner of Newmark and the assignee of the $2,000,000 Newmark Loan, a lien on all of our equipment and intellectual property, to secure payment of this loan and accrued interest.  The Newmark Loan, together with applicable interest, is currently due on June 30, 2015.  The effective date of the lien is February 24, 2014, which accompanied a new Loan Agreement with Expedia, which memorialized the Newmark Loan with Expedia as the successor in interest (the (“Expedia Loan”), though the requisite documentation regarding the lien was not executed by us until March 31, 2014.  Appropriate UCC and U.S. Patent Office filings have been made to finalize the lien.  

Except as noted above, there were no material transactions, or series of similar transactions, during the last fiscal year, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Promoters and Certain Control Persons

See the heading “Transactions with Related Persons” above.

Parents of the Smaller Reporting Company

We have no parents, though Precept, for and on behalf of Prescient SP and Precept Fund, may be considered to be our parent by virtue of its ownrtdhip of in excess of 86.7% of our outstanding voting securities.

Director Independence

We have no independent directors serving on our Board of Directors.  We have utilized NASDAQ standards in making this determination.

NASDAQ has specified factors that would preclude a director of a listed company from being considered independent, of which the following is a brief summary, qualified in its entirety by references to NASDAQ Rule 4200(a)(15):

• Employment by the listed company within the last three years or employment by a subsidiary or parent of the listed company within the last three years;

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• Receipt of payments over $120,000 during any of the past three years by the director or by a member of the director's family unless the payments were for being a member of the listed company’s board of directors, a salary for family members who were non-executive employees or non-discretionary compensation;

• Status in any of the past three years in any entity doing business with the listed company as a controlling shareholder or executive officer or a member of a family with a person who is a controlling shareholder or executive officer of that entity, if the business was greater than 5% of gross revenues of that entity or of the listed company or greater than $200,000, unless the payments came only from an investment in the listed company's securities or were non-discretionary matching charitable contributions;

• Service as an executive officer of another organization if during the last three years any executive officer of the NASDAQ-listed company served on the compensation committee of the other organization;

• Association with the outside auditor of the listed company, including current partners or family members who are current partners of the outside auditor of the listed company or partners or employees of the outside auditor who worked on the listed company's audit within the last three years.

Family members are defined in NASDAQ Rule 4200(a)(14) as parents, children, and brothers and sisters (including in-laws) of the director and anyone living in the home of the director.

ITEM 14:  PRINCIPAL ACCOUNTING FEES AND SERVICES

The following is a summary of the fees billed to us by our principal accountants during calendar years ended December 31, 2014, and 2013:

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

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PART IV

ITEM 15:  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)(2)    Financial Statements.  See the audited financial statements for the year ended December 31, 2014, contained in Part II, Item 8, which are incorporated herein by this reference.

(a)(3)         Exhibits.  The following Exhibits are filed as part of this Annual Report:

No.            Description

101 INS

XBRL Instance Document

101 PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101 LAB

XBRL Taxonomy Extension Label Linkbase Document

101 DEF

XBRL Taxonomy Extension Definition Linkbase Document

101 CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101 SCH

XBRL Taxonomy Extension Schema Document

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

OAKRIDGE GLOBAL ENERGY SOLUTIONS, INC.

Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

OAKRIDGE GLOBAL ENERGY SOLUTIONS, INC.

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