UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)                                                                                                        

X           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended

December 31, 2015

OR

TRANSITION REPORT UNDER SECTION 13 OR

15(d) OF THE EXCHANGE ACT

 

For the transition period from to Commission file number 0-1937

 

OAKRIDGE HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

           MINNESOTA                            41-0843268

                      (State or other jurisdiction of    (I.R.S. Employer

                      Incorporation or organization)     Identification Number)

 

          400 WEST ONTARIO STREET, CHICAGO, ILLINOIS60654

(Address of principal executive offices)                 (Zip Code)

 

(312) 505-9267

(Issuer's telephone number)

 (Former name, former address and former fiscal year,  if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

{ }Yes  {X}No

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

{X}Yes  { }No

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

{ }Yes  {X}No

Indicate by check mark, whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 or the Exchange Act.

 

Large Accelerated filer ___                    Accelerated Filer   ___

Non-accelerated filer   ___Smaller reporting company _ X _

(Do not check if a smaller reporting company)

 

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:                                                             

The number of shares outstanding of Registrant’s Common Stock on January 6, 2017, was 1,431,503.

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OAKRIDGE HOLDINGS, INC.

 

FORM 10-Q

For the quarter ended December 31, 2015

TABLE OF CONTENTS

 

ITEM 1.            Unaudited Condensed Consolidated Financial Statements:

      

       (a)  Condensed Consolidated Balance Sheets as of December 31, 2015 and June 30, 2015

       (b)  Condensed Consolidated Statements of Operations for the three months ended December 31, 2015 and 2014 and six months ended December 31, 2015 and 2014

       (c)  Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2015 and 2014

       (d)  Notes to Condensed Consolidated Financial Statements 

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

ITEM 3.           Quantitative and Qualitative Disclosures about Market Risk

ITEM 4.           Controls and Procedures

 

PART II. Other Information

 

ITEM 1.           Legal Proceedings 

ITEM 1A.        Risk Factors

ITEM 2-4.       Not Applicable

ITEM 5.           Not Applicable

ITEM 6.           Exhibits

 

 

SIGNATURES

PART I - FINANCIAL INFORMATION                                                                                            FORM 10-Q

ITEM 1 — FINANCIAL STATEMENTS

 

OAKRIDGE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

 

See accompanying notes to the condensed consolidated financial statements

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PART I - FINANCIAL INFORMATION                                                                                             FORM 10-Q

ITEM 1 — FINANCIAL STATEMENTS

 

OAKRIDGE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

 

 

 

See accompanying notes to the condensed consolidated financial statements

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PART I - FINANCIAL INFORMATION                                                                                                                                         FORM 10-Q

ITEM 1 — FINANCIAL STATEMENTS

OAKRIDGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

 

See accompanying notes to the condensed consolidated financial statements.

ITEM 1 — FINANCIAL STATEMENTS

OAKRIDGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

 See accompanying notes to the condensed consolidated financial statements

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PART I - FINANCIAL INFORMATION                                                                            FORM 10-Q

ITEM 1 — FINANICAL STATEMENTS   

 

OAKRIDGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

See accompanying notes to the condensed consolidated financial statements

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PART I - FINANCIAL INFORMATION                                                                            FORM 10-Q

ITEM 1 — FINANICAL STATEMENTS   

         

OAKRIDGE HOLDINGS, INC.

                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

         

            

2.        EARNINGS PER COMMON SHARE

 

Earnings per Common Share (EPS) are presented on both a basic and diluted basis in accordance with the provisions of Accounting Standards Codification Topic 260 - Earnings per Share. Basic EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the maximum dilution that would result after giving effect to dilutive convertible debentures. The following table presents the computation of basic and diluted EPS:

 

    

         

 4.           INVENTORIES

 

The table below summarizes information about reported components of inventory for as of December 31, 2015 and as of June 30, 2015:

 

 

 

5.         DEBT

 

Lines of Credit — Bank

 

The Company had a line of credit agreement with the Signature Bank allowing borrowings up to $ 1,000,000 , subject to certain borrowing base limitations, with interest at 2 % over the reference rate with a floor of 7 % ( 7 % at June 30, 2015), matured in Aug, 2015.  The reference rate was the rate announced by U.S. Bank National Association referred to as the “U.S. Bancorp Prime Lending Rate”.  As of December 31, 2015 and June 30, 2015, the outstanding borrowings under this line of credit were $-and $-respectively. The proceeds could only be used to finance inventory destined for export outside the United States and to support performance bonds associated with related contract down payments.  The note was secured by the foreign accounts receivable and export inventory of the Company’s wholly-owned subsidiary, Stinar HG, Inc., continuing commercial guarantees from the Company, the Chief Executive Officer and VP of Marketing and Sales and the assignment of a life insurance policy on the Chief Executive Officer.

 

 

Long-term debt consisted of the following:

 

The Company’s credit agreements with its bank contain certain annual covenants, which were not met at June 2015 and were not waived by the bank. However, due to the passage of time the notes have not been reclassified as due on demand as of June 30, 2015. The covenants for June 2016 were not met and were not waived by the bank. The next covenant calculation date will be June 30, 2017. 

 

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6.       RECENTLY ISSUED ACCOUNTING GUIDANCE

 

(a)       Revenue Recognition

In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-14, "Revenue Recognition - Revenue from Contracts with Customers," which extended the effective date of a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The new standard will now be effective for interim and annual periods beginning after December 15, 2017, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is evaluating the impact of this standard.

 

(b)        Going Concern

In August 2014, the FASB issued ASU 2014-15 "Presentation of Financial Statements—Going Concern (Subtopic 205-40) (Topic 718): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". This ASU requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. The adoption of this ASU is not expected to have an impact on the Company's consolidated financial position, results of operations or cash flows.

 

(c)      Disclosure of Discontinued Operations

In April 2014, the FASB issued ASU 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in this Update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The adoption of this ASU is not expected to have an impact on the Company’s consolidated financial position, results of operations or cash flows.

 

(d)       Leases

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842 ” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The standard states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the timing of our adoption and the impact that the updated standard will have on our consolidated financial statements.

 

(e)      Statement of Cash Flow

In August 2016, the FASB issued ASU No.  2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.  The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments should be applied using a retrospective transition method to each period presented. If retrospective application is impractical for some of the issues addressed by the update, the amendments for those issues would be applied prospectively as of the earliest date practicable.  Early adoption is permitted, including adoption in an interim period.  The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements.

                   

 

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          

The following is management’s discussion and analysis of certain significant factors which have affected the Company's financial position and operating results during the periods included in the accompanying condensed consolidated financial statements.

 

Management's discussion and analysis of financial condition and results of operations, as well as other portions of this document, include certain forward-looking statements about the Company’s business and products, revenues, expenditures and operating and capital requirements. From time to time, information provided by the Company or statements made by its directors, officers or employees may contain “forward-looking” information subject to numerous risks and uncertainties.  Any statements made herein that are not statements of historical fact are forward-looking statements including, but not limited to, statements concerning the characteristics and growth of the Company’s markets and customers, the Company’s objectives and plans for its future operations and products and the Company’s expected liquidity and capital resources. Such forward-looking statements are based on a number of assumptions and involve a number of risks and uncertainties, and, accordingly, actual results could differ materially for those discussed.  Among the factors that could cause actual results to differ materially from those projected in any forward-looking statement are as follows: the effect of business and economic conditions; conditions in the industries in which the Company operates, particularly the airline industry; the Company’s ability to win government contracts; the impact of competitive products and continued pressure on prices realized by the Company for its products; constraints on supplies of raw material used in manufacturing certain of the Company’s products or services provided; capacity constraints limiting the production of certain products; changes in anticipated operating results, credit availability, equity market conditions or the Company’s debt levels may further enhance or inhibit the Company’s ability to maintain or raise appropriate levels of cash; requirements for unseen maintenance, repairs or capital asset acquisitions; difficulties or delays in the development, production, testing and marketing of products; market acceptance issues, including the failure of products to generate anticipated sales levels; difficulties in manufacturing process and in realizing related cost savings and other benefits; the effects of changes in trade, monetary and fiscal policies, and laws and regulations; foreign exchange rates and fluctuations in those rates; the cost and effects of legal and administrative proceedings, including environmental proceedings; and the risk factors reported from time to time in the Company’s SEC reports. The Company undertakes no obligation to update any forward-looking statement as a result of future events or developments.

 

FINANCIAL CONDITION AND LIQUIDITY

 

The Company’s liquidity needs arise from its debt service, working capital and capital expenditures. The Company has historically funded its liquidity needs with proceeds from equity contributions, bank borrowing, short term notes from officers, cash flows from operations and the offering of its subordinated debentures.

 

During the six month period ended December 31, 2015, the Company recorded a net income of $27,798 compared to a net loss of $18,977 during the six month period ended December 31, 2014.

 

For the first six months of fiscal year 2016, the Company had a decrease in cash and cash equivalents of $32,647, compared to an increase in cash and cash equivalents of $194,124 for the same period in fiscal year 2015. As of December 31, 2015, the Company held cash and cash equivalents of $22,395, compared to $518,415 for cash and cash equivalents as of December 31, 2014.  The Company’s net cash provided by operating activities for the six month period ended December 31, 2015 was primarily due to the reduction of inventory of $516,669.  The Company used this net cash for the six month period ended December 31, 2015 to reduce accounts payable and due to financing company by $243,476 and deferred revenue by $140,586.

 

Cash flow used in investing activities was $7,959 during the first six months of fiscal year 2016 and was primarily used for the payment of buying new equipment, compared to a negative cash flow of $7,223 used in the first six months of fiscal year 2015.  Net cash used for financing activities was $179,908 during the first six months of fiscal year 2016, and was used to pay down the notes payable, compared to a $214,309 from financing activity in the first six months of fiscal year 2015.  The remaining increases and decreases in the components of the Company’s financial position reflect normal operating activity.

 

The Company had positive working capital of $660,810 at December 31, 2015, a decrease of $73,832 since June 30, 2015 due primarily to reductions in inventory. At December 31, 2015, current assets amounted to $2,755,400 and current liabilities were $2,094,590, resulting in current ratio of 1.32 to 1.0, compared to 1.32 to 1.0 at June 30, 2015. Long-term debt was $1,815,942 at December 31, 2015 compared to $1,955,328 at June 30, 2015. Stockholders’ equity was a positive $101,034 at December 31, 2015 compared to a positive balance of $73,236 at June 30, 2015.  The Company’s present working capital must continue to improve in order for it to meet current operating needs.

 

Capital expenditures for continuing operation for the first six months of fiscal year 2016 were $7,959, compared with capital expenditures of $7,212 during the same period in fiscal year 2015. The Company anticipates that it will spend approximately $20,000 on capital expenditures during the final six months of fiscal year 2016 for equipment and building improvements for aviation ground support operations.  The Company plans to finance these capital expenditures primarily through operating cash flows as net income continues to improve in the aviation segment.

 

The Company has no lines of credit facilities as of December 31, 2015. The company needs to have a line of credit.

 

As indicated above, the Company believes that its financial position and debt capacity should enable it to meet its current and future cash requirements despite the need for improved working capital to meet current operating needs.

 

INFLATION

 

Because of the relatively low levels of inflation experienced this past fiscal year, and as of December 31, 2015, inflation did not have a significant effect on the Company’s results in the first six months of fiscal year 2016.

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RESULTS OF OPERATIONS

 

SECOND QUARTER OF FISCAL YEAR 2016 COMPARED

WITH SECOND QUARTER OF FISCAL YEAR 2015

 

Revenue decreased $246,614 to $1,189,461 or 17.2%, in the second quarter of fiscal year 2016 in comparison to the prior year’s comparable period.  The decrease was primarily due to lack of government sales.

 

Gross profit margin increased 84% in the second quarter of fiscal year 2016, compared to the corresponding period in fiscal year 2015.  This increase was primarily due to no U.S. Government contracts and international sales and a decrease in overhead needed due to less sales and no shipping costs or agent commission due to no international sales.

 

Selling expenses as a percentage of sales decreased 0.37% of net revenues for the comparable period. The decrease of $11,432 in the second quarter of fiscal year 2016, compared to the corresponding period in fiscal year 2015, was primarily due to lower travel expense.

 

General and administrative expenses in the second quarter of fiscal year 2016 increased $37,643, or 39.1%, in comparison to the second quarter of fiscal year 2015.  The increase was primarily to higher credit fees and all other accounts being increased by management a small percentage.

 

Interest expense in the second quarter of fiscal year 2016 was $34,860, a decrease of $11,354, or 24.6%, in comparison to the second quarter of fiscal year 2015.  The decrease was due to lower debt balances and purchase of fewer chassis.

 

Interest income in the second quarter of fiscal year 2016 is immaterial.

FIRST SIX MONTHS OF FISCAL YEAR 2016 COMPARED

WITH FIRST SIX MONTHS OF FISCAL YEAR 2015

 

Revenue decreased $209,652 to $2,596,198 or 7.5%, in the first six months of fiscal year 2016 in comparison to the prior year’s comparable period.  The decrease was primarily due to lack of government sales.

 

Gross profit margin increased 49% in the first six months of fiscal year 2016, compared to the corresponding period in fiscal year 2015.  This increase was primarily due to no U.S. Government contracts and international sales and a decrease in overhead needed due to less sales and no shipping costs or agent commission due to no international sales.

 

Selling expenses as a percentage of sales decreased 16.9% of net revenues for the comparable period. The decrease of $11,102 in the first six months of fiscal year 2016, compared to the corresponding period in fiscal year 2015, was primarily due to lower travel expense.

 

General and administrative expenses in the first six months of fiscal year 2016 increased $58,044, or 27.4%, in comparison to the first six months of fiscal year 2015.  The increase was primarily to higher credit fees and all other accounts being increased by management a small percentage.

 

Interest expense in the first six months of fiscal year 2016 was $71,109, a decrease of $19,758, or 21.7%, in comparison to the first six months of fiscal year 2015.  The decrease was due to lower debt balances and purchase of fewer chassis.

 

Interest income in the first six months of fiscal year 2016 is immaterial.

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OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4.      CONTROLS AND PROCEDURES

 

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

 

(a)      CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

During the six months ended December 31, 2015, we continued to implement our remediation efforts related to the following material weaknesses reported in the Form 10-K for the year ended June 30, 2015. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

Due to the limited number of Company personnel, a lack of segregation of duties exists. An essential part of internal control is for certain procedures to be properly segregated and the results of their performance to be adequately reviewed. 

 

Due to weaknesses in the Company’s financial reporting controls specifically relating to inventory, management believes there is more than a remote likelihood that a material misstatement of annual or interim financial statements would not be prevented or detected, as happened with our 2009 — 2012 annual financial statements. 

 

Due to the lack of expertise and personnel for financial reporting, the Company was not able to file required financial reports on time.

 

The Company did not have effective controls to provide reasonable assurance as to timely account reconciliations. Management believes that there is a more than remote likelihood that a material misstatement of annual or interim financial statements would not be prevented or detected in a timely manner. Management plans to update management plans in an effort to reduce the risk and material misstatement of the financial statements.

 

As a result of the remediation efforts noted below, there were improvements in internal control over financial reporting during the six months ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There were no other changes in internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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(b)     REMEDIATION ACTIONS

 

In response to these material weaknesses, we developed remediation plans to address the control deficiencies identified in fiscal year 2015. We continued to implement the following remediation actions during the six months ended December 31, 2015: 

 

Segregation of duties

 

•  Engaged a third party specialist for advice and consultation   

•  Provided training and education to different accounting functions

•  Established review controls

 

Financial reporting control

 

•  Provided training for calculating the cost of raw material, work in progress, and finished goods. 

•  Completed review of the Company's critical accounting and internal control policies with third party advisors that are knowledgeable regarding GAAP and internal controls

•  Provided training and education relating to accounting for modifications and extinguishments

•  Hired third party advisors to assist in preparing consolidated financial statements

 

In addition to the above steps, management intends to continue its remediation efforts by:

 

•  Provide ongoing training and education relating to GAAP around complex and non-routine transactions specifically identified through regular review of emerging issues and Company business activities

•  Completing our review with the assistance of a third party advisor of the Company’s financial reporting controls and implementing recommended control procedures to strengthen the Company’s control procedures in areas which involve significant judgements and estimates, which involve application of complex accounting methods under GAAP, or which could have a material impact on the accuracy of our financial statements.

 

We are committed to a strong internal control environment, and believe that, when fully implemented, the remediation actions described above will represent significant improvements in the Company’s accounting and financial reporting functions. The Company anticipates that it will complete its testing of the additional internal control processes designed to remediate these material weaknesses during the balance of 2016. We will continue to assess the effectiveness of our remediation efforts in connection with management’s future evaluations of internal control over financial reporting.

 

 

               PART II       OTHER INFORMATION

 

ITEM 1.      LEGAL PROCEEDINGS  

 

The Company is from time to time involved in the ordinary course of litigation incidental to the conduct of its businesses.  The Company believes that none of its pending litigation will have a material adverse effect on the Company’s businesses, financial condition or results of operations.

ITEM 1A.    RISK FACTORS  

 

Not applicable.  

ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not applicable.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

            Not applicable.

ITEM 4.  MINE SAFETY DISCLOSURE  

 

Not applicable.  

ITEM 5.  OTHER INFORMATION

 

Not applicable.

ITEM 6.      EXHIBITS

 

The following exhibits are filed as part of this Quarterly Report

on Form 10-Q for the quarterly period ending December 31, 2015:

 

 

3(i)        Amended and Restated Articles of Incorporation, as amended (2)

 

3(ii)       Amended and Superseding By-Laws of the Company, as amended (2)

 

31          Rule 13a-14(a)/15d-14(a) Certifications

 

32          Section 1350 Certifications

 

100        XBRL-Related Documents

 

(1)         Incorporated by reference to the like numbered Exhibit to the Company’s Current Report on Form 8-K filed with the Commission on February 7, 2011.

 

(2)         Incorporated by reference to the like numbered Exhibit to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996.

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

                                   Oakridge Holdings, Inc.

 

                                   /s/ Robert C. Harvey

 

                                   Robert C. Harvey

                                   Chief Executive Officer

                          Principal Accounting Officer

 

 

Date:  January 6, 2017

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INDEX TO EXHIBITS

 

             DESCRIPTION                                                                                                        METHOD OF FILING

 

 

3(i)     Amended and Restated Articles of Incorporation of the Company                     (incorporated by reference)

 

3(ii)    Amended and Superseding By-Laws of the Company, as amended                    (incorporated by reference)

 

31       Rule 13a-14(a)/15d-14(a) Certifications                                                               (filed electronically)

 

32       Section 1350 Certifications                                                                                  (filed electronically)

 

100      XBRL-Related Documents                                                                                 (filed electronically)

EXHIBIT 31

 

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

 

I, Robert C. Harvey, certify that:

 

         1.I have reviewed this quarterly report on Form 10-Q of Oakridge Holdings, Inc.;

 

         2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

 

         3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

 

         4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have: 

 

         a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

         b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

         c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

 

         d)disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

         5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

         b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:    January 6, 2017

 

/s/ Robert C. Harvey

 

Robert C. Harvey

President, Chief Executive Officer,

Chief Financial Officer, Principal Accounting Officer and

Chairman of the Board of Directors

EXHIBIT 32

 SECTION 1350 Certifications

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Oakridge Holdings, Inc.

 

 

Date:    January 6, 2017

 

/s/ Robert C. Harvey

 

Robert C. Harvey

President, Chief Executive Officer,

Chief Financial Officer, Principal Accounting Officer and

Chairman of the Board of Directors