NAME REFERENCES

In this Quarterly Report on Form 10-Q, references to “Oakridge,” the “Company,” “we,” “us,” “our” and words of similar import refer to Oakridge Global Energy Solutions, Inc., a Colorado corporation and its subsidiaries, Oak Ridge Micro-Energy, Inc., a Nevada corporation (“Oak Ridge Nevada”).  Our wholly-owned subsidiary, Carbon Strategic Pte Ltd, a Singapore corporation (“Carbon Strategic”), is inactive and has no assets; we are beginning the process winding up the affairs of Carbon Strategic and dissolving its corporate existence.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report. These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future; competition within our chosen industry; our current and intended business; our assets and plans; the effect of applicable United States and foreign laws, rules and regulations; and our failure to successfully develop, compete in and finance our current and intended business operations.

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PART I –FINANCIAL INFORMATION

Item 1.  Financial Statements

The Condensed Consolidated Financial Statements of the Company required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, these Condensed Consolidated Financial Statements fairly present the financial position of the Company.

Oakridge Global Energy Solutions, Inc.

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

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(Unaudited)

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Oakridge Global Energy Solutions, Inc.

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

Condensed Consolidated Balance Sheets

(Unaudited)

See Accompanying Notes to the Financial Statements.

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Oakridge Global Energy Solutions, Inc.

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

Condensed Consolidated Statements of Operations

(Unaudited)

See Accompanying Notes to the Financial Statements.

5

Oakridge Global Energy Solutions, Inc.

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

Condensed Consolidated Statements of Cash Flows

(Unaudited)

See Accompanying Notes to the Financial Statements.

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Oakridge Global Energy Solutions, Inc.

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

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”).  The information furnished in the interim Condensed Consolidated Financial Statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim Condensed Consolidated Financial Statements be read in conjunction with the Company’s most recent audited consolidated financial statements and notes thereto included in its December 31, 2014, financial statements, which accompanied its 10-K Annual Report filed with the SEC on May 8, 2015. Operating results for the three months ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

Note 2 – Revenue Recognition and Receivables

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 March 31, 2015. An analysis of the allowance for doubtful accounts balance at March 31, 2015, determined that no reserve was required.

Note 3 – Use of Estimates

The preparation of Condensed Consolidated Financial Statements under GAAP in the United States 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 may differ from those estimates.

Note 4 – Going Concern

The Company has accumulated losses since inception, has a working capital deficit and has not yet been able to generate profits from operations. Operating capital has been raised through convertible debt from a shareholder and subscriptions from a related party. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company 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.

On April 11, 2014, Precept Asset Management Limited (“PAML”) provided a letter of support to us summarizing the past funding of Precept Fund Management SPC (“Precept”), for and on behalf of Prescient Fund Segregated Portfolio (“Prescient SP”) and Precept Fund Segregated Portfolio (“Precept Fund”), 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,

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is the 100% beneficial owner and a director of PAML, which is the investment manager of Precept, Prescient SP and Precept Fund. As their investment manager, PAML has been delegated the authority to make investment decisions and vote interests held by Precept, including the shares of Oakridge owned by Prescient SP and Precept Fund.  Management believes the continued support from PAML alleviates the substantial doubt regarding the Company’s ability to continue as a going concern.

Note 5 – New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.

Note 6 – Income Taxes

The Company accounts for income taxes under ASC 740-10-30.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized.

The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its condensed balance sheet.

Income tax expense reflects the expense or benefit only on the Company’s domestic taxable income.  Income tax expense and benefit from the Company’s foreign operations are not recognized as they have been fully reserved.

Note 7 – Net Income (Loss) Per Common Share

Basic net income (loss) per common share is based on the net income (loss) divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of unvested restricted shares or the assumed exercise of stock options (i.e., hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury stock method to the extent that such excess tax benefits are more likely than not to be realized. When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. As the Company had losses for the three month periods ended March 31, 2015, and 2014, the potentially dilutive shares were anti-dilutive and were thus not included in the net loss per share calculation.

Note 8 – Common Stock

On March 10, 2015, the Company’s 2014 Equity Incentive Plan that required shareholder approval was effective for Internal Revenue Code of Federal Regulations, Section 1.422-3(b).

The Company accepted subscriptions to purchase 1,600,000 shares of its common stock comprised of “restricted securities,” for aggregate consideration of $400,000 or $0.25 per share, 800,000 shares each on March 11, 2015, and March 12, 2015, respectively.

On March 26, 2015, the Company received $135,000 for 540,000 shares of its common stock, at $.25 per share.

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Note 9 -- Related Party Convertible Debt and Other Transactions

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 shareholder 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.  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, as outlined below in Note 11.  Accrued interest payable on the convertible notes comprising the loan was $90,082 at March 31, 2015, and is included in accounts payable and accruals as of March 31, 2015.  

Related party advances

(a) The Company entered into a Convertible Loan and Investment Agreement (the “Loan Agreement”) with Leclanché S. A., a Swiss share company (“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 the 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 was 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, our majority shareholder, was then 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, and the Company 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 were secured by Leclanché’s then 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 would ensure that the Subsidiary would 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 was agreed that with respect to all other Additional Security (as defined in the Security Agreement) that Precept and the Company would 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 had converted all of its CHF17,000,000 loan into equity in Leclanché as at June 30, 2014, so there was no outstanding loan balance owed by Leclanché to Precept, and the Company was then 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.

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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 Loan 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 the Company 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.  

(b) Silveron Capital Partners, which is owned by one of the Company’s former directors, loaned the Company $68,642 during the year ended December 31, 2014, and incurred travel expenses and provided consulting of $61,716 during this period.  The balance of these sums is due on demand and bears interest at 10%.  The funds were used for payment of current expenses.  The total amount due as of March 31, 2015, is $144,560, which includes $14,201 of accrued interest.

(c) On February 2, 2015, the Company executed a Stock Purchase Agreement to acquire the 11,000,000 shares of Leclanché from Precept, which shares are held by Precept, for and on behalf of Precept Fund and Prescient SP, in consideration of the Company’s execution of the Leclanché Restructuring Agreement, the Leclanché Loan Transfer Agreement and the issuance of 78,763,500 additional shares of the Company’s common stock, which will be comprised of “restricted securities” as defined in SEC Rule 144.  The number of shares of this issuance was computed by multiplying the CFH5,000,000 (the amount of the loan to Leclanché) by the referenced closing CHF exchange rate at the agreed date of December 4, 2014, of 1.0301, which equalled a credit of US$5,150,500; deducting this amount from the Purchase Price (as defined in the Stock Purchase Agreement) of the 11,000,000 Leclanché shares multiplied by the referenced US$4.12 per share price of Leclanché shares, which equalled $45,320,000, leaving a balance of $40,169,500; and dividing the closing price of the agreed upon common stock price of the Company of US$0.51 on December 4, 2014, resulting in a quotient of 78,763,725 shares being required to be issued by the Company in payment of the balance of the Purchase Price of the 11,000,000 Leclanché shares.  This Stock Purchase Agreement has been approved by the Swiss Takeover Board (“TOB”), though the transaction has not been completed as of the date of this Quarterly Report.  

Note 10 – Lease Commitment

The Company entered into a Lease Agreement on March 26, 2015, with Henderson Sarno, L.C., a Florida limited liability company (“Henderson Sarno”), whereby it leased certain land and a building comprising approximately 50,492 square feet situated on such land.  On installation of the battery manufacturing equipment the Company acquired from Bren-Tronics, Inc., a New York corporation (“Bren-Tronics”), on October 20, 2014, these leased premises will become the Company’s large format battery manufacturing facility, producing battery products for electric vehicles, golf carts and electric task oriented vehicles. This lease commences April 1, 2015, for a period of 63 months.  The future minimum rental commitment under this lease is as follows:

Note 11 – Subsequent Events

The Company has evaluated subsequent events through the date of this filing and determined the following subsequent events.

The Company accepted subscriptions to purchase 940,000 shares of its common stock comprised of “restricted securities,” for aggregate consideration of $235,000 or $0.25 per share, on April 1, 2015, for which payment was respectively received on March 4, 2015 (private investor [200,000 shares]), March 26, 2015 (Precept for Prescient SP, a related party [540,000 shares]), and April 1, 2015 (private investor [200,000 shares]).

The Company accepted subscriptions to purchase 800,000 shares of its common stock comprised of “restricted securities,” for aggregate consideration of $200,000 or $0.25 per share, on April 8, 2015, for which payment was respectively received on April 7, 2015 (private investor [400,000 shares]), and April 22, 2015 (private investor [400,000 shares]).

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The Company received a subscription to purchase 200,000 shares of its common stock comprised of “restricted securities,” for aggregate consideration of $50,000 or $0.25 per share, on April 17, 2015, for which payment was received on April 21, 2015.  

The Company received a subscription to purchase 300,000 shares of its common stock comprised of “restricted securities,” for aggregate consideration of $75,000 or $0.25 per share, on April 30, 2015, for which payment was received on May 7, 2015.  

On May 5, 2015 (effective February 28, 2015), Expedia extended the payment of the Company’s $2,000,000 Expedia Loan, together with accrued interest, from April 30, 2014, to June 30, 2015.

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act.  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report.  These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future; competition within our chosen industry; our current and intended business; our assets and plans; the effect of applicable United States and foreign laws, rules and regulations; and our failure to successfully develop, compete in and finance our current and intended business operations.

You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we file with the SEC, including all risk factors outlined therein (see Item 1A of our 10-K Annual Report for the year ended December 31, 2014, which was filed with the SEC on May 8, 2015 (pages 12 through 16), and which is referenced in Part II, Items 1A and 6, below. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

Plan of Operation

Our Plan of Operation for 2015 consists of the following objectives:

(1) Continue our sales and marketing of our commercial golf car batteries by establishing a distribution network;

(2) Continue our sales and marketing of our commercial Radio Controlled Unmanned Vehicle batteries by establishing a distribution network;

(3) Continue the business development and sales and marketing efforts to secure battery system supply arrangements in the product areas of electric fleet vehicles, back-up power opportunities and military, marine and industrial applications;

 (4) Deploy both technical and business resources to support Precept for and on behalf of Prescient SP in planned merger and acquisition activities in all the various sectors relevant to our business strategy;

 (5) Complete our manufacturing facility in Melbourne, Florida, that will have the ability to manufacture six megawatt hours of products annually, once the equipment purchased under the Bren-Tronics Agreement in fourth quarter 2014 is fully installed and commissioned during second quarter 2015 in the approximately 50,492 square feet of leased space; and

(6)  Complete our acquisition of the Leclanché shares as discussed below in Part II, Item 5. 

Management believes we now have a range of commercially saleable products (large format golf car batteries and small format remote control (“R/C”) market batteries), which we can now produce in commercially viable quantities from our North Drive small format facility and our Sarno Road large format facility.   Due to our focus on developing and marketing these commercial products for which there is a substantial market, coupled with our direct marketing success in the golf and R/C industries (including the PGA show we attended in January, 2015, where we successfully launched our new range of golf car batteries), we now have a growing order book, which we are gearing up production to fill, and as a result, we expect to be producing our first significant revenues during the last half of 2015, and expect to be cash-flow positive by the end of 2015.

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We are also 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.

Results of Operations

For the three month period ended March 31, 2015, compared to the three month period ended March 31, 2014

During the three months ended March 31, 2015, we had $0 in revenue, with $0 in cost of sales, for no gross profit.  We had general and administrative expenses of $784,443 and $15,804 in research and development.  These charges consisted of rent, utilities, travel expenses, legal and professional charges and other miscellaneous charges related to general business operations.  Our total operating expenses were $800,247.  We had interest expense of $29,589 for the three months ended March 31, 2015, for a net loss of $829,836, and a total comprehensive loss of $736,401. The decrease in research and development costs in 2014 as compared to 2013 was a direct result of a reduction of employees, and the fact that we had completed the major portion of the research and development on our current products.  Our current employees duties are presently divided approximately 50% to production personnel and 50% to research and development and overhead personnel.

During the three months ended March 31, 2014, we had $0 in revenues, with $647,271 attributable to general and administrative expenses, $406,277 in research and development costs and $29,589 in interest expense, for a net loss of $1,083,137, and total comprehensive loss of $1,083,137.

The decrease in general and administrative expenses costs during the three months ended March 31, 2015, compared to the three months ended March 31, 2014, was a result of a reduction in the number of our employees.

Liquidity and Capital Resources

We incurred a net loss of $829,836 for the three months ended March 31, 2015.  Cash on hand totaled $22,593.  As at March  31, 2015, there was a principal balance of $2,000,000 on the Expedia Loan, together with accrued interest of $90,082 at March 31, 2015.  The Expedia Loan is due and payable on June 30, 2015.

Until we reach breakeven from our manufacturing and sales efforts, which are currently in ramp up mode, we are dependent on equity financing from external sources that have been arranged for us by our major shareholder, Precept, which has undertaken to continue to support us financially, either directly or indirectly, through fund raising efforts for us from Precept’s contact base in the investment community. Our primary source of funding since July, 2013, has been Precept, as our major shareholder.  Its ownership and control of approximately 87.2% of our outstanding voting securities, including the 750,000 shares owned by Stephen J. Barber, our Executive Chairman, CEO, acting CFO and a director who is also through his wholly owned management company, PAML, the investment manager of Precept, may deter others from funding our operations; and Precept’s ability to elect all of the members of our Board of Directors may limit our negotiating position on the terms of any such alternative funding.

The total Newmark Loan was, as part of the Settlement Agreement executed on December 24, 2013, assigned to Expedia, and is now the Expedia Loan.  Expedia is the owner of a non-voting interest in one of Precept’s funds (Prescient SP), and Expedia has, at our request, previously extended the Expedia Loan in order to facilitate our operations. All or any part of this loan can be converted to fully paid shares of our common stock at Expedia’s request; and our shares issued on conversion will be issued at a 50% discount of the volume weighted average price (“VWAP”) of our common stock on the OTCBB or the principal nationally recognized U.S. market on which such shares of common stock publicly trade, for the 50 day VWAP prior to any such conversion, provided however, notwithstanding the foregoing, the minimum conversion price shall not be less than $0.20 per share, which was the approximate trading price of our common stock on the OTCBB at the time of the first advance to us by Newmark, under what was then the Newmark Loan, in November, 2012.  This 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.  There is no assurance that Expedia will convert the Expedia Loan into shares of our common stock or grant us further extensions of payment of principal and accrued interest.  At March 31, 2015, there was a principal balance of $2,000,000 on the Expedia Loan, with accrued interest of $90,082 to such date.

Off-Balance Sheet Arrangements

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We had no off-balance sheet arrangements for the quarter ended March 31, 2015.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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 a 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 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. 

Changes in Internal Control over Financial Reporting

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting; however, we have engaged an in-house certified public accountant to address certain weaknesses management has recognized in our internal controls and procedures.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency.

To the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.

Item 1A.  Risk Factors.

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Not required; however, see Item 1A of our 10-K Annual Report for the year ended December 31, 2014 (pages 12 through 16), which was filed with the SEC on May 8, 2015, and which is referenced in Part II, Item 6, below.

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

Sales of Unregistered Equity Securities

All of these shares were offered and sold in transactions exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2) thereof, Rule 506(b) of SEC Regulation D or under SEC Regulation S, as applicable, which exempts offers and sales of securities to non-“U.S. Persons.”

Purchases of Equity Securities

Except as indicated under the heading “Sales of Unregistered Equity Securities” of this Item, above, no director, executive officer or affiliate purchased any of our equity securities during the period covered by this Quarterly Report.

Use of Proceeds from the Sale of Registered Securities

There were no sales of registered securities by us during the period covered by this Quarterly Report.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

On February 2, 2015, we executed a Stock Purchase Agreement to acquire the 11,000,000 shares of Leclanché from Precept, which shares are held by Precept, for and on behalf of Precept Fund and Prescient SP, in consideration of the Company’s execution of the  Leclanché Restructuring Agreement, the Leclanché Loan Transfer Agreement and the issuance of 78,763,500 additional shares of the Company’s 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.  

On February 2, 2015, we announced that we had successfully launched our new range of large format prismatic cell golf car batteries under the brand name “Pro Series” at the PGA golf show in Orlando, Florida, during January 2015, while at the same time releasing our new small format prismatic range of batteries for the remote control market under the brand name “Patriot Series.”  We are now in the advanced phase of securing distribution agreements for these series of products.

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On March 26, 2015, we entered into a Lease Agreement with Henderson Sarno, L.C., a Florida limited liability company (“Henderson Sarno”), whereby we leased certain land and a building comprising approximately 50,492 square feet situated on such land.  On installation of the battery manufacturing equipment we acquired from Bren-Tronics, Inc., a New York corporation (“Bren-Tronics”), on October 20, 2014, these leased premises will become our large format battery manufacturing facility, producing battery products for electric vehicles, golf cars and electric task oriented vehicles.  

On May 5, 2015 (effective February 28, 2015), Expedia extended the payment of our $2,000,000 Expedia Loan, together with accrued interest, from April 30, 2014, to June 30, 2015.

Item 6 Exhibits.

Exhibit No.                         Identification of Exhibit

*Previously filed and incorporated by reference to our Current Report on Form 8-K dated June 1, 2014 and filed with the SEC on August 7, 2014.  These Exhibits, along with the Share Pledge Agreement, comprise the principal documentation of our Convertible Loan and Investment Agreement with Leclanché.

Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on May 8, 2015.

Current Report on Form 8-K dated December 5, 2014, which was filed with the SEC on December 6, 2014, and the amended Current Report on Form 8-K/A filed with the SEC on February 6, 2015, regarding the Leclanché Restructuring Agreement, the Leclanché Loan Transfer Agreement and the Leclanché Stock Purchase Agreement.

Current Report on Form 8-K dated October 2, 2012, which was filed with the SEC on October 9, 2012, and the amended Current Reports on Form 8-K/A filed with the SEC on October 12, 2012, December 31, 2012, and April 18, 2013, regarding the acquisition of Carbon Strategic Pte Ltd, a Singapore corporation.

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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 Quarterly 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 Quarterly 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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