OAKRIDGE HOLDINGS INC - FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

{X} ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED

June 30, 2016

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d ) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _____ to _____

Commission file number 0-1937

OAKRIDGE HOLDINGS, INC.

(Name of small business issuer as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

41-0843268

(I.R.S. Employer Identification No.)

400 West Ontario Street

Unit 1003

Chicago, IL 60654

(Address of principal executive offices)(Zip code)

312-505-9267

(Issuer’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Exchange Act: None

Securities registered pursuant to Section 12 (g) of the Exchange Act:

Common Stock, Par Value $.10 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes { } No { X }

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes { } No {X }

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months (of 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 { } No { X }

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. { X }

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 ___ Small reporting company _ X _

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes { } No {X}

The aggregate market value of the issuer’s voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed fiscal year was approximately $214,725.

The number of shares outstanding of Registrant’s common stock on March 24, 2017, was 1,431,503.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

Part I

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Form 10-K contains certain forward-looking statements. Forward-looking statements do not relate strictly to historical or current facts, but rather give our current expectations or forecasts of future events. Forward-looking statements may be identified by their use of words such as “plans,” “expects,” “may,” “will,” “anticipates,” “believes” and other words of similar meaning. Forward-looking statements may address, among other things, the Company’s strategy for growth, product development, regulatory changes, the outcome of contingencies (such as legal proceedings), market position, expenditures and financial results. Forward-looking statements are based on current expectations of future events. Forward-looking statements involve risks and uncertainties, and actual results could differ materially from 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; the impact of competitive products and continued pressure on prices realized by the Company for its products; constraints on supplies of raw materials 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, laws and regulations; foreign exchange rates and fluctuations in those rates; the costs 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.

PART I

ITEM 1: BUSINESS

GENERAL

Oakridge Holdings, Inc. and its subsidiary, collectively, are called the “Company” or “Oakridge,” and all references to “our,” “us” and “we” refer to Oakridge Holdings, Inc. and its subsidiary, collectively, unless the context otherwise requires. The Company has one business segment — aviation ground support equipment.

The Company was incorporated as a Minnesota corporation in 1961 and began operations on March 6, 1961, with two cemeteries in Cook County, Illinois, selling cemetery property, merchandise and service.

On June 29, 1998, the Company acquired substantially all of the assets of Stinar Corporation, a Minnesota corporation. Stinar Corporation has been in business for 68 years and is an established international manufacturer, and its products are used by the airline support equipment industry.

Stinar is a global manufacturer of ground support equipment for the aviation industry which is used for servicing, loading, and maintaining all types of aircraft for both commercial and government aviation companies and airports. These products are sold and marketed through our technically oriented sales staff as well as through independent distributors and sales representatives. Approximately 7% of Stinar’s revenues in the year ended June 30, 2016 were generated by contracts with the U.S. Government, 1% were generated internationally and 92% were generated in the United States from non-governmental sales. In year ended June 30, 2015 approximately 18% of Stinar’s revenues were generated by contracts with the U.S. Government, 8% were generated internationally and 74% were generated in the United States from non-governmental sales.

On June 20, 2016, the Company entered into an Asset Purchase with Kruckeberg Industries, LLC, a Delaware limited liability company. Pursuant to the Agreement, the Company and Stinar agreed to sell to Purchaser substantially all of the assets owned by Stinar including the premises located at 3255 Sibley Memorial Highway, Eagan, Minnesota 55121, used in the operation of the Business, for an aggregate purchase price of approximately $300,000 in cash, subject to upward or downward adjustment based on the current liabilities to be purchased and assumed by Purchaser pursuant to the Agreement.

All references to years are to fiscal years ended June 30, unless otherwise stated.

STINAR CORPORATION OVERVIEW

Stinar provides products and services to the aviation industry in three principal areas: (i) sales of new equipment manufactured for maintaining, servicing and loading of airplanes; (ii) sales of parts for equipment sold in the past; and (iii) repair of equipment.

Principal products of Stinar include the following:

Truck-mounted stairways and push stairs for loading aircraft; lavatory trucks and carts, water trucks, bobtails, and catering trucks for servicing aircraft; cabin cleaning trucks, maintenance hi-lifts, and turbo oilers for maintaining aircraft; and other custom built aviation ground support equipment used by airports, airlines and the military. Stinar also provides service and repairs on other vendors’ equipment and equipment it has sold.

The Company purchases carbon steel, stainless steel, aluminum and chassis domestically. We do not use single-source suppliers for the majority of our raw material purchases and believe supplies of raw material available in the market are adequate to meet our needs.

We historically have engaged in research and development activities directed primarily toward the improvement of existing products, the design of specialized products to meet specific customer needs, and the development of new products and processes. A large part of our product development spending in the past has focused on the new product lines in the stairs department.

AVIATION GROUND SUPPORT INDUSTRY

GOVERNMENT CONTRACTS. Contracts with the U.S. government are subject to special laws and regulations, noncompliance with which could result in various sanctions.

The aviation ground support industry internationally is characterized by the following fundamental attributes:

HIGHLY FRAGMENTED OWNERSHIP. A significant majority of aviation ground support equipment manufacturers consist of family-owned businesses. Management estimates that there are approximately 20 companies in the world that manufacture one or two products for the industry. Also, as a support industry, ground support equipment has few market drivers of its own. That is, the major determinants of ground support equipment market activity are to be found in the commercial aviation industry. Under these conditions, many suppliers have in-depth knowledge only of their own market niches, and end-users may have difficulty finding a supplier with the right mix of products and services to fit their needs.

SIZE AND GROWTH TRENDS. The aviation ground support industry appears to be taking on the characteristics of a shrinking and declining industry over the next couple of years. Given the weakness of the four main indicators (aircraft movements, aircraft delivery rates, price of fuel and airport construction/capacity improvement) of the industry’s health, as well as the continuing decline in markets for import and export, the world market for purchases of new aviation ground support equipment is expected to decline drastically due to most airlines downsizing operations and many large domestic carriers having filed for bankruptcy protection over the last several years.

BARRIERS TO ENTRY. It is relatively difficult for new competitors to enter the field due to (i) high start-up costs, which effectively protect against small competitors entering the field, (ii) substantial expertise required with regard to manufacturing and engineering difficulties, which makes it difficult to have the knowledge to compete, and (iii) market saturation, which reduces the possibility of competitors gaining a meaningful foothold and network of manufacturing representatives. Moreover, airline companies are becoming increasingly selective about which companies they will allow to provide ground support equipment. Most airlines only purchase from vendors who have a history in the industry.

FINANCIAL INFORMATION ABOUT STINAR:

The following table summarizes the assets, revenues and operating profit or loss attributable to the Company’s aviation industry and corporate operations for the dates and periods indicated. The Company evaluates the Company’s performance based on operating profit (loss).

As of and for the fiscal years ended June 30, 2016 2015

Revenues: $4,532,172 $5,590,094

Operating loss: $ (555,438) $ (959,168)

Identifiable assets: $2,796,606 $ 4,357,482

REGULATIONS

Stinar is required to comply with competitive bidding and other requirements in cases where it sells to local, state, or federal governmental customers. The costs and effects of complying with these requirements do not have a material impact on the financial results of the Company.

The Company holds all governmental licenses necessary to carry on its business, and all such licenses are current. The company is subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes. The OSHA hazard communication standard, the Unites States Environmental Protection Agency community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act, and similar state statutes require us to organize information about hazardous materials used or produced in our operations. Certain portions of this information must be provided to employees, state and local governmental authorities, and local citizens.

COMPLIANCE WITH ENVIRONMENTAL LAWS

Stinar owns a 43,271 square foot manufacturing facility located on approximately 7.875 acres of land (the “Stinar Facility”) in an industrial park in Eagan, Minnesota, a suburb of St. Paul, Minnesota. Prior to the acquisition of the Stinar Facility in 1998, Stinar and the Company obtained a Phase I environmental assessment of the Stinar Facility. This Phase I environmental assessment suggested the need for additional study of the Stinar Facility. In addition, the Phase I assessment suggested that certain structural improvements be made to the Stinar Facility. Accordingly, two additional Phase II environmental assessments were performed and revealed the presence of certain contaminants in the soil around and under the building located on the Stinar facility.

Subsequent to the completion of the Phase II environmental assessments and completion of the structural improvements to the building, the Company and Stinar requested and obtained a "no association" letter from the Minnesota Pollution Control Agency ("MPCA") stating that, provided that certain conditions set forth in the no association letter are met, the Company and Stinar will not be deemed responsible for contamination that occurred at the Stinar Facility prior to the purchase of the assets of Stinar by the Company. The structural improvements recommended by the Company's environmental consulting firm have been completed, and the contaminated soil has been removed and transferred from the property. As a result, MPCA issued the no association letter.

As requested by Kruckeberg Industries, LLC, from January 2016 to March 2016, Landmark Environmental, LLC conducted a Phase I Environmental test and a Supplemental Phase II Environmental test and revealed that areas of buried debris and impacted soils should be excavated and transported off-site for disposal to allow for future redevelopment of the Property. The quote for excavation is around $76,000. The Company is planning to do the excavation in 2017.

COMPETITION

Factors determining competitive success in Stinar aviation manufacturing include price, service, location, quality and technological innovation. Competition is strong in all markets served.

The aviation ground support equipment business is extremely fragmented and diverse. The purchasers of the types of equipment manufactured by Stinar tend to be long-standing, repeat customers of the same manufacturers, with quality, reliability, pricing, warranties, after market service and delivery being the key factors cited by customers in selecting an aviation ground support equipment supplier. Accordingly, while the market for Stinar equipment is competitive, the Company believes that Stinar’s reputation for quality and reliable equipment and the industry’s familiarity with Stinar puts it on equal footing with its competitors. Major domestic competitors include Global Ground Support, LLC in catering equipment; Lift-A-Loft Corporation and NMC-Wollard in passenger stairs; Lift-A-Loft Corporation, NMC-Wollard and Phoenix Metal Products in lavatory and water carts; and Tesco Equipment Corporation, Lift-A-Loft corporation, Phoenix Metal Products and NMC-Wollard in hi-lift equipment. International competitors include Mullaghan Engineering and TLD, Inc. in catering equipment and stairs, and Accessair Systems, Inc. and Vestergaard Company, Inc. in water and lavatory carts.

MARKETING

The chief method of marketing Stinar’s equipment is through one-on-one customer contact made by sales employees of Stinar and manufacturers’ representatives under contract with Stinar. Stinar’s customers report that Stinar has a reputation in the commercial aviation industry for manufacturing high-quality, reliable equipment. Stinar intends to capitalize on this reputation in the domestic airline industry by reducing the amount of time needed to complete customer orders. Stinar has also engaged manufacturers’ representatives to assist it in increasing sales to overseas markets.

CREDIT POLICIES

Stinar does not extend long-term credit to customers.

INTERNATIONAL

Stinar’s sales to customers outside the United States represented approximately 1% and 8% of Stinar’s net sales in 2016 and 2015, respectively. Products are manufactured and marketed through the Company’s sales department and sales representatives around the world.

OTHER BUSINESS INFLUENCES

The Company believes that its business is highly dependent upon the profitability of its customers in the airline and air cargo markets, and therefore, the Company’s profitability is affected by fluctuations in passenger and freight traffic and volatility of operating expenses, including the impact of costs related to labor, fuel and airline security. Sales to the United States government also expose Stinar to government spending cuts and/or temporary shutdown of the government due to debt limits. The United States Air Force, which historically has been a major purchaser of the Company’s equipment, is dependent upon governmental funding approvals. Significant changes in raw material prices, such as steel and chassis, will also continue to impact our results. As of March 24, 2017, the Company had approximately a $1,172,238 backlog. The backlog is due to commercial sales in the United States. The diversity of Stinar’s customer base and equipment lines helps mitigate the risks of Stinar’s business, as does the growing importance of marketing internationally, which provides Stinar with an additional customer base not influenced as greatly by U.S. economic conditions or U.S. politics. We will also focus on key risk factors when determining our overall strategy and making decisions for allocating capital. These factors include risks associated with the global economic outlook, product obsolescence, and the competitive environment.

The Company does not believe that the present overall rate of inflation will have a significant impact on the business segments in which it operates.

EMPLOYEES

As of June 30, 2016, the Company had 39 full-time employees.

A union does not represent the aviation segment employees, and the Company considers its labor relations to be good.

ITEM 1A: RISK FACTORS

Not applicable.

ITEM 1B: UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2: PROPERTIES

The Company’s executive office for Oakridge Holdings, Inc. is leased at 400 West Ontario St., Unit 1003, Chicago, Illinois, 60654.

Stinar operates out of a single 43,271 square foot manufacturing facility in Eagan, Minnesota, located on 7.875 acres of land. The land consists of two contiguous parcels of real estate. The term note payable secured by the facility and land was entered into in February 2013 into three separate loans: The first loan is for $762,000 at 5.2% for 20 years with monthly payments of principal and interest of $5,107.05 maturing in March 2033, the second loan is for $925,000 at 6% amortized over 20 years with a 10 year balloon, with monthly payments of principal and interest of $6,671.53, and the third loan is a bridge loan for $200,000 at prime plus 2.75% (6% at June 30, 2016) for three years with monthly payments of principal and interest of $6,090.54. For current loan balances please see Note 6 of the financial statements. The condition of the manufacturing facility and office space is fair and will require approximately $67,000 of repairs to the building in the foreseeable future. The Company expects to finance with cash flow. Management reviews insurance policies annually and believes that all of its properties are adequately insured.

ITEM 3: LEGAL PROCEEDINGS

The Company is a party to a number of legal proceedings that arise from time to time in the ordinary course of business. While the outcome of these proceedings cannot be predicted with certainty, we do not expect these matters to have a material adverse effect on the Company. As of June 30, 2016, there were no legal proceedings in either business.

We carry insurance with coverages and coverage limits consistent with our assessment of risks in our businesses and of an acceptable level of financial exposure. Although there can be no assurance that such insurance will be sufficient to mitigate all damages, claims or contingencies, we believe that our insurance provides reasonable coverage for known asserted or unasserted claims. In the event the Company sustained a loss from a claim and the insurance carrier disputed coverage or coverage limits, the Company may record a charge in a different period than the recovery, if any, from the insurance carrier.

ITEM 4: MINE SAFERTY DISCLOSURES

Not applicable.

PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Trading in the Company’s common stock is in the over the counter market, primarily through listings in the National Quotation Bureau “pink sheets,” although the market in the stock is not well established. The Company’s trading symbol is (OKRG.OB). The table below sets forth the range of high and low bid prices for our common stock for each quarter within the two most recent fiscal years. Prices used in the table were reported to the Company by National Quotation Bureau, Inc. These quotations represent inter-dealer prices, without retail markup or commission, and may not necessarily represent actual transactions.

FISCAL YEAR	2016	2015
	Low High	Low High
First Quarter	$ .15 $ .24	$ .38 $ .45
Second Quarter	$. 06 $ .20	$. 30 $ .38
Third Quarter	$. 05 $ .16	$. 30 $ .30
Fourth Quarter	$ .08 $ .15	$ .20 $ .30

As of March 24, 2017, there were 1,431,503 shares of Oakridge Holdings, Inc. common stock outstanding. The common stock shares outstanding are held by approximately 1,500 stockholders of record. Each share is entitled to one vote on matters requiring the vote of shareholders. We believe there are approximately 1,500 beneficial owners of the common stock.

The Company has never paid a cash dividend on its common stock. The Company currently intends to retain earnings to finance the growth and development of its business and does not anticipate paying any dividends on its common stock in the foreseeable future. We are currently prohibited from paying dividends under the terms of our credit agreements. Any future change in our dividend policy will be made at the discretion of our Board of Directors in light of the financial condition, capital requirements, earnings and prospects of the Company and any restrictions under credit arrangements, as well as other factors the Board of Directors may deem relevant. We are also prohibited from repurchasing any of our outstanding common stock under the terms of our credit agreement.

ITEM 6: SELECTED FINANCIAL DATA

Not applicable for smaller reporting companies.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FISCAL 2016

LIQUIDITY AND CAPITAL RESOURCES

The Company relies on cash flow from its aviation manufacturing company to meet operating needs, fund debt service, and fund capital requirements. The sale of the cemetery and Stinar operations did provide sufficient cash during fiscal year 2014 to support day-to-day operations, amended debt service, and capital expenditures. During fiscal 2013, the Company amended and refinanced a majority of its debt. Subsequent to these amendments and refinancing, Stinar, as of June 30, 2016, has two notes payable aggregating $1,504,560 which mature from January 2023 through March 2033. Stinar also has a $472,145 term loan to finance inventories that matures in May 2018.

Stinar’s capital expenditures are expected to be approximately $100,000 under the five-year plan. The funds are planned to be used for improvements of the manufacturing plant roof, equipment and parking lot. These expenditures are expected to take place evenly over the five-year plan. Stinar’s capital expenditures for 2016 were approximately $9,600, $6,000 for various hand tools and equipment $2,800 for building improvements, and $800 for software and hardware equipment. The Company expects to spend approximately $20,000, in fiscal year 2017 for capital expenditures.

RESULTS OF OPERATIONS — 201 6 COMPARED TO 2015

STINAR OPERATIONS:

In 2016, revenue decreased $1,057,922, or 18.9%, from $5,590,094 in 2015 to $4,532,172. The decrease was primarily due to decreases in equipment sales in international sales and government sales.

Cost of sales in 2016 was $4,460,496 or 98% of sales, compared to 106% in 2015. Accordingly, gross income percentage increased to 1.6% in 2016, compared to a gross loss of -5.6% in 2016.

Selling expenses decreased $31,991, or 24.1%, from $132,469 in 2015 to $100,478. The decrease was primarily due to less commission paid to international agents because of no international sales.

General and administrative expenses increased $1,247, or 0.5%, from $253,221 in 2015 to $254,468. The increase was immaterial.

Interest expense on Stinar specific debt decreased $22,319, or 14.4%, from $155,398 in 2015 to $133,079. The decrease was attributable to less chassis sales and decreased bank debt.

CORPORATE:

Robert C Harvey received no payments during the fiscal year 2016 for salary from either Oakridge Holdings, Inc. or Stinar. The salaries was satisfied by transferring assets with a portion forgiven to Mr. Harvey.

General and administrative expenses were $272,168, an increase of $10,713, or 4% compared to 2015. The increase was primarily due to higher salary accrued to Robert Harvey and higher legal fees.

RESULTS OF OPERATIONS — 2015 COMPARED TO 20 14

STINAR OPERATIONS:

In 2015, revenue increased $312,257, or 6%, from $5,277,837 in 2014 to $5,590,094. The increase was primarily due to increases in parts sales and increases in Lavatory & Water Truck sales.

Cost of sales in 2015 was $5,902,117 or 106% of sales, compared to 84% in 2014. Accordingly, gross loss percentage decreased to -6% in 2015, compared to a gross profit of 16% in 2014. Having a gross loss is because of a write-off of inventory.

Selling expenses decreased $13,833, or 9.5%, from $146,302 in 2014 to $132,469. The decrease was primarily due to no commission paid to international agents.

General and administrative expenses increased $62,690, or 33%, from $190,531 in 2014 to $253,221. The increase was primarily attributable to hiring a full-time controller.

Interest expense on Stinar specific debt decreased $26,864, or 14.7%, from $182,262 in 2014 to $155,398. The decrease was attributable to less chassis sales and decreased bank debt.

CORPORATE:

Robert C Harvey received no payments during the fiscal year 2015 for salary from either Oakridge Holdings, Inc. or Stinar.

General and administrative expenses were $261,455, a decrease of $102,828, or 28% compared to 2014. The decrease was primarily due to less salary accrued to Robert Harvey and less legal fees.

Interest Expense was $0 or a decrease of $46,105, or 100% from 2014. The decrease was due to the satisfaction of the debentures and short-term debt.

OFF-BALANCE SHEET ARRANGEMENTS

None.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Company for the fiscal years ended June 30, 2016 and 2015 located at Exhibit 13, F-1, are incorporated herein.

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

None.

ITEM 9A: CONTROLS AND PROCEDURES.

DISCLOSURE 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 annual report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are 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 (a) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding disclosure. Notwithstanding the material weaknesses that existed as of June 30, 2016, our Chief Executive Officer and Chief Financial Officer have concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We continue to evaluate the potential steps to remediate such material weaknesses, as described below.

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 and 15d — 15f under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

●	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2016. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 Framework (the “COSO 2013 Framework”). Based on management’s assessment and those criteria, management believes that, as of June 30, 2016, as a result of the material weaknesses described below, the Company has not maintained effective internal control over financial reporting.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with its assessment, management identified the following control deficiencies that represent material weaknesses at June 30, 2016:

●

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 be adequately reviewed. This is normally accomplished by assigning duties so that no one person handles a transaction from beginning to end and incompatible duties between functions are not handled by the same person. Our management plans to explore implementing cost-effective measures to establish a more formal review process in an effort to reduce the risk of fraud and financial misstatements.

●

Due to weaknesses in the Company’s financial reporting controls specifically relating to inventory at the Aviation Ground Support Equipment segment, 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. Management plans to explore implementing cost effective measures to improve its inventory reporting system in an effort to reduce the risk of a material misstatement of the 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.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Our management’s report of the effectiveness of the design and operation of our internal controls and procedures was not subject to attestation by the Company’s registered public accounting firm in accordance with the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the year ended June 30, 2016, we continue 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 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 the proper recognition and recording of receivables and revenue. Management plans to consult with third party advisors who are knowledgeable regarding revenue recognition 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 Year ended June 30, 2016 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.

Remediation Actions

In response to these material weaknesses, we developed remediation plans to address the control deficiencies identified in fiscal year 2015. We implemented the following remediation actions during the year ended June 30, 2016:

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 materials, 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 debt modifications and extinguishments

●	Hired full-time financial controller to prepare 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 has hired a full-time controller and had made tremendous progress with improving the training and education of staff and added the additional internal control processes designed to remediate these material weaknesses during the balance of 2015. We will continue to assess the effectiveness of our remediation efforts in connection with management’s future evaluations of internal control over financial reporting.

ITEM 9B: OTHER INFORMATION.

None.

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following information has been furnished to the Company, as of March 24, 2017, by the persons who are directors of the Company. Each director is elected to a term that lasts until the Company’s next annual meeting of shareholders or until their respective successors are elected and qualified.

Director	Age	Principal Occupation	Director Since
Robert C. Harvey	65	Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company and its wholly owned subsidiaries	1992
Robert B. Gregor	65	Secretary of the Company and Vice President of Sales and Marketing of the Company’s wholly owned subsidiary	1993
Lester Lind	68	Retired Business Owner of VonHanson’s Meats	2011
Pamela Whitney	63	Auditor for Wells Fargo Audit & Security	2003

Below is information about business experience of the Company’s directors. Except as indicated below, there has been no change in the principal occupation or employment of any director during the past five years.

Robert Harvey has been the Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company and Stinar HG, Inc. since November 1992.

Robert Gregor has been Vice President of Marketing and Sales and Secretary for Stinar HG, Inc. since January 1, 1999, and prior to joining Stinar HG, Inc. he was Senior Account Executive at E.F. Johnson Company since 1993.

Lester Lind is presently retired. Prior to retiring in 2010, he was a shareholder of Von Hanson’s Meats and has more than 40 years’ experience in planning, developing and implementing openings of new operations across the United States.

Pamela Whitney is presently an auditor for Wells Fargo Audit and Security and has been in that position since November 11, 2005. Prior to joining Well Fargo Audit and Security she was employed at the CPA firm of Epstein Weber & Conover, PLC and before that was an Inventory Exchange Supervisor at Phillips 66 from 2000 to 2005, and was at the CPA firm of Kilpatrick, Luster & Co., PLLC.

Former director Stewart Levin has recently resigned on March 10, 2017 because of health reason.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers and all persons who beneficially own more than 10% of the outstanding shares of the Company’s Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s Common Stock. Executive officers, directors and greater than 10% beneficial owners are also required to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on its review of the forms furnished to the Company and written representations from certain reporting persons, the Company believes that all Section 16(a) filing requirements applicable to its executive officers, directors and persons who own more than 10% of the Company’s Common Stock were complied with in fiscal year 2016.

Code of Ethics

The Company has not adopted a code of ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Controller and other employees performing similar functions. The Company has not adopted such a code as all of these roles are performed or closely supervised by the Company’s Chief Executive Officer, who operates under the direct supervision of the Board of Directors and Audit Committee.

Audit Committee

The Audit Committee meets with management to review the scope and results of audits performed by the Company’s independent accountants. The Audit Committee also meets with the independent auditors and with appropriate Company financial personnel about internal controls and financial reporting. The Audit Committee is the agent of the Board in assuring the adequacy of the Company’s financial, accounting and reporting control processes. The Audit Committee is also responsible for recommending to the Board the appointment of the Company’s independent accountants. The Audit Committee currently consists of Lester Lind and Pamela Whitney. The Audit Committee has determined that Pamela Whitney is an “audit committee financial expert” and is “independent” as defined by SEC rules.

ITEM 11: EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation for the Company’s two most recently completed fiscal years provided to the Company’s Chief Executive Officer and Chief Financial Officer and its only other executive officer who earned remuneration exceeding $100,000 during fiscal year 2016 (the “Named Executive Officers”).

Name and Principal Position	Year	Salary ($)	Total ($)

Robert C. Harvey Chairman of the Board, Chief Executive Officer and Chief Financial Officer	2016 2015	$125,983 $94,600	$125,983 $94,600

Robert B. Gregor Secretary and Vice President of Marketing and Sales of Stinar Corporation	2016 2015	$97,573 $108,120	$97,573 $108,120

The Company has not entered into employment agreements with any of the Named Executive Officers.

The Company did not make any grants of restricted stock, stock options or other equity-based compensation to the Named Executive Officers during fiscal year 2016 or 2015. The Company does not currently have any equity compensation plans.

The table below sets forth the compensation paid to each non-employee director of the Company during fiscal year 2016. The Company’s directors who are employees do not receive separate compensation for serving as directors. Each of the Company’s directors is reimbursed for all out-of-pocket expenses incurred on behalf of the Company in connection with serving on the Board.

Name	Fees earned ($)	Total($)
Lester Lind	2,000	2,000
Pamela Whitney	2,000	2,000
Stewart Levin	2,000	2,000

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding beneficial ownership of Common Stock on December 18, 2013 by each person who is a beneficial owner of more than 5% of the Common Stock, issued and outstanding, by each Named Executive Officer named in the Summary Compensation Table, by each director and all officers and directors as a group. The address for all executive officers and directors of the Company is the Company’s business address.

⁽¹⁾ Unless otherwise noted, all shares shown are held by persons possessing sole voting and investment power with respect to such shares. Shares not outstanding but deemed beneficially owned by virtue of the right of a person or member or a group to acquire them within 60 days are treated as outstanding only when determining the amount and percent owned by such person or group.

⁽²⁾ Includes 66,857 shares held by Robert Harvey’s wife and children in which he may be deemed to share voting and investment power, but as to which he disclaims beneficial ownership. Also includes 245,422 shares held jointly by Robert Harvey and his wife.

⁽³⁾ Includes 2,350 shares held by Robert Gregor’s wife and children in which he may be deemed to share voting and investment power, but as to which he disclaims beneficial ownership. Also includes 144,814 shares held jointly by Robert Gregor and his wife.

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

Certain Relationships and Related Transactions

In the ordinary course of business, the Company may from time to time engage in transactions with other corporations whose officers, directors or employees are also directors or officers, or family members of directors or officers, of the Company. The Company may also engage in transactions with individuals who are, or are family members of, directors or officers of the Company. The Company has an unwritten policy under which the Audit Committee reviews these transactions to examine whether the transactions are conducted on an arm’s length basis. The Audit Committee makes a recommendation to the Board whether to approve the proposed transaction, which the Board has historically always followed. In all cases, these related-party transactions have been conducted on an arm’s length basis, and none of the transactions require more specific disclosure under applicable SEC rules and regulations, except as described below.

The Company has a month-to-month operating lease for office space from the Chief Executive Officer and the total rent expense was $ 6,000 and $12,000 under this lease in fiscal years 2016 and 2015.

Director Independence

All of the Company’s directors, except for Robert Harvey and Robert Gregor, are “independent” as that term is defined in Rule 5605(a) of the Nasdaq Stock Market Marketplace Rules. That is the standard for independence the Company has chosen for purposes of the disclosure required in this report by SEC rules (even though the Company’s Common Stock is not listed on the Nasdaq Stock Market).

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Aggregate fees for professional services rendered for the Company by Olsen Thielen & Co. LTD (OT) for the years ended June 30, 2016, and 2015 were as follows:

	Fiscal 2016	Fiscal 2015
	OT	OT
Audit Fees	$55,917	$51,000
Audit-Related Fees	-	-
Tax Fees	-	-
All Other Fees
Total	$55,917	$51,000

The Audit Fees for the years ended June 30, 2016 and 2015 were the amounts billed or to be billed for professional services in connection with the audits of the consolidated financial statements of the Company and its quarterly (Form 10-Q) and yearly filings (Form 10-K) with the SEC.

There were no Audit-Related Fees billed by our principal accountants for the years ended June 30, 2016 and 2015.

There were no Tax Fees billed by our principal accountants for the years ended June 30, 2016 and 2015.

There were no Other Fees billed by our principal accountants for the years ended June 30, 2016 and 2015.

The de minimis exception was not used for any fees paid to OT.

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

FINANCIAL STATEMENTS

The following consolidated financial statements of Oakridge Holdings, Inc. and subsidiaries, together with the Report of Independent Registered Public Accounting Firm, are filed as part of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2016 and 2015

Consolidated Statements of Operations for the Years Ended June 30, 2016 and 2015

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2016 and 2015

Consolidated Statements of Cash Flows for the Years Ended June 30, 2016 and 2015

Notes to Consolidated Financial Statements

The following documents are filed or incorporated by reference as part of this Form 10-K:

3(i) Amended and Restated Articles of Incorporation as amended (1)

3(ii) Amended and Superseding By-Laws as amended (1)

10(b) Loan Documents for Line of Credit (3)

10(c) Loan Documents for Term Loan (3)

10(e) Loan documents for Mortgage Note Payable (3)

10(f) Loan agreements with officers (4)

10(g) Form of Subordinated Convertible Debentures (5)

10(h) Form of Subordinated Convertible Debentures (6)

13 Financial Statements

21 Subsidiaries of Registrant (2)

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

32 Section 1350 Certifications

101 Interactive data files pursuant to Rule 405 of Regulation S-T*

(1) Filed as exhibit to Form 10-KSB for fiscal year ended June 30, 1996.

(2) Filed as exhibit to Form 10-KSB for fiscal year ended June 30, 1999.

(3) Filed as exhibit to Form 10-KSB for fiscal year ended June 30, 2009.

(4) Material terms are described in Form 8-K filed September 26, 2009 and incorporated herein by reference.

(5) Filed as exhibit to Form 8-K filed November 22, 2010.

(6) Filed as exhibit to Form 8-K filed February 2, 2011.

* In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K is deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

Signatures

In accordance with Section 13 or 15 (d) of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OAKRIDGE HOLDINGS, INC.

Dated: March 24, 2017 By /s/ Robert C. Harvey

Robert C. Harvey

Chairman of the Board of Directors

In accordance with the Exchange Act, this report has also been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Dated: March 24, 2017 By /s/ Robert C. Harvey

Robert C. Harvey

Chief Executive Officer

Chief Financial Officer (principal accounting officer)

Director

Dated: March 24, 2017 By / s/ Robert B. Gregor

Robert B. Gregor

Secretary

Director

Dated: March 24, 2017 By /s/ Lester Lind

Lester Lind

Director

Dated: March 24, 2017 By /s/ Pamela Whitney

Pamela Whitney

Director

EXHIBIT 31

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

CERTIFICATIONS

Chief Executive Officer

Chief Financial Officer

I, Robert C. Harvey, certify that:

1. I have reviewed this annual report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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; and

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):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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.

Dated: March 24, 2017

By /s/ ROBERT C. HARVEY

_______________________

Robert C. Harvey

President, Chief Executive Officer

Chief Financial Officer (principal accounting officer)

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.

Dated: March 24, 2017

By /s/ ROBERT C. HARVEY

_______________________

Robert C. Harvey

President, Chief Executive Officer

Chief Financial Officer (principal accounting officer)

Chairman of the Board of Directors

OAKRIDGE HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2016 and 2015

TABLE OF CONTENTS

	Page

Report of Independent Registered Public Accounting Firm	1


Consolidated Financial Statements:

Consolidated Balance Sheets	2-3

Consolidated Statements of Operations	4

Consolidated Statements of Stockholders' Equity (deficit)	5

Consolidated Statements of Cash Flows	6

Notes to Consolidated Financial Statements	7-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Oakridge Holdings, Inc. and Subsidiary

Eagan, Minnesota

We have audited the accompanying consolidated balance sheets of Oakridge Holdings, Inc. and Subsidiary as of June 30, 2016 and 2015 and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. Oakridge Holdings, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Oakridge Holdings, Inc. and Subsidiary as of June 30, 2016 and 2015, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Olsen Thielen and Co., Ltd.

Roseville, Minnesota

March 24, 2017

OAKRIDGE HOLDINGS, INC. AND SUBSIDIAR Y

CONSOLIDATED BALANCE SHEETS

ASSETS	June 30, 2016	June 30, 2015
Current assets
Cash	$ 69,621	$ 55,042
Trade accounts receivable, net	474,094	463,852
Inventories, net	1,042,484	2,382,634
Other current assets	11,183	36,032
Deferred income taxes	23,000	126,000
Total current assets	1,620,382	3,063,560

Property, plant & equipment
Property, plant & equipment at cost	3,118,243	3,128,577
Less accumulated depreciation	(2,061,543)	(2,016,840)
Total property, plant & equipment	1,056,700	1,111,737

Other assets
Deferred financing costs	28,524	44,402
Other asset, non-current	-	8,783
Long-term deferred tax asset	91,000	129,000
Total other assets	119,524	182,185

Total assets	$ 2,796,606	$ 4,357,482

The accompanying notes are an integral part of these consolidated financial statements.

OAKRIDGE HOLDINGS, INC. AND SUBSIDIAR Y

CONSOLIDATED BALANCE SHEETS

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	June 30, 2016	June 30, 2015
Current liabilities
Trade accounts payable	$ 546,845	$ 800,288
Due to finance company	82,905	297,188
Due to related party	90,062	25,000
Accrued liabilities	382,742	594,767
Current maturities of long-term debt	305,104	317,990
Deferred revenue	112,638	293,685
Total current liabilities	1,520,296	2,328,918

Long-term liabilities
Long term debt less current portion	1,671,601	1,955,328
Total Long-term liabilities	1,671,601	1,955,328

Total liabilities	3,191,897	4,284,246

Stockholders' equity (deficit)
Preferred Stock, $.10 par value, 1,000,000 shares authorized and none issued	-	-
Common Stock, $.10 par value, 50,000,000 shares authorized and 1,431,503 shares issued and outstanding in 2016 and 2015	143,151	143,151
Paid-in-capital	2,457,975	2,457,975
Accumulated deficit	(2,996,417)	(2,527,890)
Total stockholders' equity (deficit)	(395,291)	73,236

Total liabilities and stockholders' equity (deficit)	$ 2,796,606	$ 4,357,482

The accompanying notes are an integral part of these consolidated financial statements.

OAKRIDGE HOLDINGS, INC. AND SUBSIDIAR Y

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended
	June 30, 2016	June 30, 2015

Net Revenue	$ 4,532,172	$ 5,590,094

Cost of sales	4,460,496	5,902,117

Gross profit (loss )	71,676	(312,023)

Operating expenses
Sales & marketing	100,478	132,469
General & administrative	526,636	514,676
Total operating expenses	627,114	647,145

Operating loss	(555,438)	(959,168)

Other income (expenses)
Interest income	918	271
Interest expense	(133,079)	(155,398)
Debt forgiveness	377,572	202,949
Total other income (expenses)	245,411	47,822

Net loss before income taxes	(310,027)	(911,346)
Income tax (expense) benefit	(123,000)	70,050
Penalties and interest (income taxes)	(35,500)	-
Net loss	$ (468,527)	$ (841,296)

Basic net loss per share	$ (0.33)	$ (0.59)
Weighted -average common shares used in the computation of EPS
Basic and diluted	1,431,503	1,431,503

The accompanying notes are an integral part of these consolidated financial statements.

OAKRIDGE HOLDINGS, INC. AND SUBSIDIAR Y

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

YEARS ENDED JUNE 30, 2016 and 2015

	Common Stock		Additional
	Number of		Paid In	Accumulated
	Shares	Amount	Capital	Deficit	Total

BALANCE, June 30, 2014	1,431,503	$143,151	$2,457,975	$ (1,686,594)	$ 914,532
Net loss				(841,296)	(841,296)
BALANCE, June 30, 2015	1,431,503	$143,151	$2,457,975	$ (2,527,890)	$ 73,236
Net loss				(468,527)	(468,527)
BALANCE, June 30, 2016	1,431,503	$143,151	$2,457,975	$ (2,996,417)	$ (395,291)

The accompanying notes are an integral part of these consolidated financial statements.

OAKRIDGE HOLDINGS, INC. AND SUBSIDIAR Y

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended
	June 30, 2016	June 30, 2015

Cash flows from operating activities:
Net loss	$ (468,527)	$ (841,296)
Adjustments to reconcile net loss to
net cash flows from operating activities:
Depreciation and amortization	77,299	89,815
Debt Forgiveness	(377,572)	(202,949)
Deferred income taxes	141,000	(205,000)
Receivables	(10,242)	769,862
Inventories	1,340,150	446,421
Prepaids & other assets	5,039	7,978
Accounts payable and due to finance company	(421,583)	55,522
Due to related party	65,062	-
Deferred revenue	(181,047)	252,582
Accrued liabilities	151,178	466,184
Net cash flows from operating activities	320,757	839,119

Cash flows from investing activities:
Purchases of property and equipment	(9,565)	(9,680)
Changes in restricted cash	-	38,117
Net cash flows from investing activities	(9,565)	28,437

Cash flows from financing activities:
Increase (decrease) in line of credit	-	(798,514)
Principal payments on long-term debt	(296,613)	(338,291)
Net cash flows from financing activities	(296,613)	(1,136,805)

Net change in cash	14,579	(269,249)

Cash
Beginning of year	55,042	324,291
End of period	$ 69,621	$ 55,042

Supplemental Disclosures of Cash Flow Information
Cash paid during the years for:
Interest	$ 121,757	$ 155,398
Income taxes	$ -	$ -

The accompanying notes are an integral part of these consolidated financial statements.

1. The Company

Nature of Business

Oakridge Holdings, Inc. is a Minnesota corporation organized on March 6, 1961. Oakridge Holdings, Inc. and its subsidiary (the Company) operate an aviation ground support equipment business in Minnesota. On June 29, 1998, the Company acquired the net assets of an aviation ground support equipment business (Stinar). Stinar designs, engineers and manufactures aviation ground support equipment serving the United States Armed Services and businesses domestically and internationally.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Oakridge Holdings, Inc. and its subsidiary, which is wholly-owned. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.

Segment Reporting

The Company operates and manages the business under one reportable segment - the aviation ground support equipment.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and items defined as other comprehensive income (loss). Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities. For the years ended June 30, 2016 and 2015, there were no adjustments to net income (loss) to arrive at comprehensive income (loss).

Fair Values of Financial Instruments

The estimated fair values of the Company's financial instruments at June 30, 2016 and 2015, and the methods and assumptions used to estimate such fair values, were as follows:

Cash, accounts receivable, trade accounts payable and due to finance company - Fair value approximates the carrying amount because of the short maturity of those financial instruments.

Long-term debt and other notes payable — Fair value is estimate d using discounted cash flow analyses, based on the interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities as of June 30, 2016 and 2015. The fair value of long-term debt and other notes payable approximated their carrying values at June 30, 2016 and 2015.

Estimates and Assumptions

The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles (GAAP) 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 consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. As a result, actual amounts could differ from those estimates.

Concentrations

Credit Risk

The Company's cash deposits from time to time exceed federally insured limits. The Company has not experienced any losses on its cash deposits in the past.

Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of accounts receivable. The Company generally does not require collateral for its trade accounts receivable. One United States customer accounted for 30% or $143,761 of Stinar’s accounts receivable at June 30, 2016. Additionally, the U.S. Government accounted for approximately 30% and 0% of Stinar’s accounts receivable at June 30, 2016 and 2015, respectively.

Customers

A significant portion of the Company's customers are concentrated in the aviation industry.

Stinar’s net sales were concentrated as follows in 2016; international customers (1%), U.S. Government (7%) and North American are (92%). Stinar’s net sales were concentrated as follows in 2015: international customers (8%), U.S. Government (18%) and North American (74%)

Accounts Receivable

Accounts receivable are customer obligations generally due under normal trade terms for the industries served by the Company. The Company provides an allowance for doubtful accounts equal to estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of accounts receivable. When management determines that it is probable that an account will not be collected, all or a portion of the amount is charged against the allowance for doubtful accounts. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change.

Inventories

Finished goods, component parts and work-in-process inventories are stated at the lower of cost (first-in, first-out [FIFO]) or market. The Company reviews inventory on an annual basis and provides an inventory reserve for slow-moving, obsolete or unusable inventory, if necessary. As of June 30, 2016, the Company determined an obsolete inventory reserve of $150,000 to be necessary. The Company reserved $300,000 inventory reserve as of June 30, 2015.

Property and Equipment

Property and equipment are carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets and are generally depreciated over a 3 to 15 year period. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to operations as incurred and significant renewals and betterments are capitalized.

Debt Issuance Costs - Debt issuance costs are carried at cost and amortized using the straight-line method over the term of the related debt. Amortization of these debt costs, recognized and reported as interest expense for the years ended June 30, 2016 and 2015, was $15,878 and $15,329, respectively.

Long-lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used, including but not limited to, capital assets, when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose.

Product Warranty Liability

The Company’s warrants its products against certain defects based on contract terms. Generally, warranty periods are 14 months for equipment and 1 year for manufactured parts. The Company has recourse provisions for certain items that would enable recovery from third parties for amounts paid under the warranties. At June 30, 2016 and 2015, the Company's estimated product warranty liability based on historical activity was $0 and $15,000, respectively.

Revenue Recognition

In May 2014, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under United States Generally Accepted Accounting Procedures (GAAP). The core principles of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption ( which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017. The Company currently plans to adopt the standard using the “modified retrospective method”, Under that method, we will apply the rules to all contracts existing as of January 1, 2018, recognizing in the beginning retained earnings an adjustment for the cumulative effect of the change and providing additional disclosure comparing results to previous accounting standards. Upon initial evaluation, we believe the requirements of this standard will not result in a significant change to our results.

Aviation Ground Support Equipment

Revenue is recognized when all significant contractual obligations have been satisfied and collection of the resulting receivable is reasonably assured.

Shipping and Handling Costs

All shipping and handling revenue is included in revenue. All direct costs to ship the products to customers are classified as cost of goods sold.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. The significant temporary differences relate to research and development credit carry forwards, operating loss carry forwards, depreciation, inventories and certain accruals. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced through the establishment of a valuation allowance at the time, based upon available evidence, it becomes more likely than not that the deferred tax assets will not be realized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Management also assesses whether uncertain tax positions, as filed, could result in the recognition of a liability for possible interest and penalties. The Company's policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company has not identified any material uncertain tax positions as of June 30, 2016 and 2015.

The Company files consolidated income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company's tax years dating back to 2002 remain open to examination due to unexpired net operating loss carry forwards originating in and subsequent to that year.

In October 2016, the Company filed tax year 2014 Federal Corporate Tax and Minnesota State Franchise Tax returns. As of June 30, 2016, the Company still owes $242,750 Minnesota State Franchise taxes plus interest.

Environmental Costs

Environmental expenditures that pertain to current operations or relate to future revenue are expensed or capitalized consistent with the Company's capitalization policy. Expenditures that result from the remediation of an existing condition caused by past operations that do not contribute to current or future revenue are expensed. Liabilities are recognized for remedial activities when the clean-up is probable and the cost can be reasonably estimated.

Advertising Costs

Advertising costs are expensed as incurred.

Research and Development Costs

Research and development costs in the product development process are expensed as incurred. Research and development costs consist primarily of engineering and material costs relating to design and prototype development activities.

Basic and Diluted Net Earnings per Share

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon the conversion of subordinated debentures and adjusting the net earnings (loss) applicable to common stockholders resulting from the assumed conversions. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

Recent Accounting Pronouncements

(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) 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.

(c ) Inventory

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, requiring that inventory be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective within annual periods beginning on or after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the impact this guidance may have on our consolidated financial statements.

(d) Income Taxes

In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740)” providing guidance on the balance sheet classification of deferred taxes. The guidance effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact this guidance may have on our consolidated financial statements.

(e) Statement of Cash Flows

During 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 statements 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. 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 our consolidated financial statements.

3. Inventories

Production inventories consisted of the following at June 30:

	2016	2015
Finished goods	$ -	$ -
Workinprocess	418,473	1,398,258
Raw materials and trucks	624,011	984,376
	$ 1,042,484	$ 2,382,634

4. Property and Equipment

Property and equipment, at cost consisted of the following at June 30:

	2016	2015
Land and improvements	$ 414,960	$ 414,960
Building and improvements	1,545,116	1,542,316
Vehicles	64,623	64,623
Equipment	1,093,544	1,106,678
	$ 3,118,243	$ 3,128,577

Depreciation charged to operations was $ 74,486 in 2016 and $ 81,668 in 2015.

5. Accrued Liabilities

Accrued liabilities consisted of the following at June 30:

	2016	2015
Compensation and payroll taxes	$ 89,268	$ 333,793
Other	50,724	35,724
Income Taxes	242,750	225,250
	$ 382,742	$ 594,767

6. Debt

Due to Finance Company

A finance company finances a subsidiary's inventory chassis purchases, which are used in the production of aviation ground support equipment. At June 30, 2016, and 2015, $ 82,905 and $ 297,188 was outstanding with interest ranging from 4.67 % to 8.25 %, beginning 90 days after purchase. Principal payments on chassis purchases are due in full, six months after purchase. The financing is secured by chassis inventory and personally guaranteed by the assets of the chief executive officer/key stockholder.

Long -Term Debt

Future maturities of long-term debt are as follows at June 30, 2016:

	2016	2015
Note payable — bank, payable in monthly installments of $ 6,672 including interest at 6.0 %, with a balloon payment in January 2023. Effective June 2015, the interest rate is 10 % due to payment default in accordance with the terms of the note. The note is secured by the first mortgage on property owned by the Company, continuing commercial guarantees from both the Company and the chief executive officer/key stockholder and by the assignment of a life insurance policy on the chief executive officer/key stockholder.	$ 844,708	$ 859,542
Note payable — SBA, payable in monthly installments of $ 20,503 including interest at the prime rate (as published by the Wall Street Journal) plus 1 %, adjusted every calendar quarter ( 4.25 % at June 30, 2016), maturing in May 2018. The note is secured by the assets of the Company and the unconditional guarantee of the chief executive officer/key stockholder.	472,145	674,376
Note payable — SBA, payable in monthly installments of $ 5,107 , including interest and SBA fees for an interest rate of 5.2 %, maturing March 2033. The note is secured by a second mortgage on property owned by the Company and an unconditional guarantee from both the Company and the chief executive officer/key stockholder.	659,852	691,903
Note payable — bank, payable in monthly installments of $ 6,091 with interest at 2.75 % over the U.S Bancorp Prime Lending Rate through February 2016. Effective June 2015, the interest rate is 7.25 % due to payment default in accordance with the terms of the note. The note is secured by the assets of the Company, the unconditional guarantee of the chief executive officer/key stockholder, and by the assignment of a life insurance policy on the chief executive officer/key stockholder.	-	47,497
Long-term debt subtotal	1,976,705	2,273,318
Less current maturities	305,104	317,990
Long-term debt	$ 1,671,601	$ 1,955,328
Future maturities of long-term debt are as follows at June 30, 2016:

	2017	$ 305,104
	2018	276,032
	2019	59,772
	2020	62,570
	2021	66,507
	Thereafter:	1,206,720
		$ 1,976,705

Loan Covenants

The Company’s credit agreements with its bank contain certain annual covenants, which were not met at June 30, 2013 and 2014, but which were subsequently waived by the bank. The covenants for June 2015 and 2016 were not met 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, 2016. The next covenant calculation date will be June 30, 2017.

7. Income Taxes

	2016	2015
Current tax expense (benefit)
Federal	$ -	$ -
State	-	-
Total current	-	-
Deferred tax expense (benefit)
Federal	129,000	( 154,000 )
State	( 6,000 )	83,950
Total deferred	123,000	( 70,050 )
Valuation Allowance	-	-
Total expense (benefit) for income taxes	$ 123,000	$ ( 70,050 )

Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. The major temporary differences that give rise to the deferred tax liabilities and assets are as follows at June 30 :

	2016	2015
Deferred tax assets:
Inventory	$ 13,000	$ 41,000
Accrued Compensation	21,000	103,000
Tax credit carryforwards	151,000	151,000
Net operating loss carryforwards	737,000	568,000
Valuation allowance	( 797,000 )	( 590,000 )
Gross deferred tax asset	125,000	273,000

Deferred tax liabilities:
Property and equipment	( 11,000 )	( 18,000 )
Gross deferred tax liability	( 11,000 )	( 18,000 )
Net deferred tax asset	$ 114,000	$ 255,000


	2016	2015
Statutory U.S. federal tax rate	-34 %	-34 %
State taxes, net of federal benefit	-2 %	-2 %
Permanent differences and other	1 %	1 %
Valuation allowance	-6 %	43 %
Effective tax rate	-41 %	8 %

The Company has federal and state net operating loss carryforwards of approximately $ 2,325,000 and $ 1,604,360 , respectively. Net operating loss carry forwards expires beginning in 2028. Tax credit carryforwards expires beginning in 2018.

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and tax credit carry forwards, and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. The Company has determined that a valuation allowance of $ 797,000 and $ 590,000 , related to deferred tax assets is necessary at June 30, 2016 and June 30, 2015.

8. Other Related Party Transactions

Total amounts, including amounts from prior periods, owed to a related entity for tax compliance services aggregated $ 42,126 and $ 42,126 as of June 30, 2016, and 2015, respectively, and was included in trade accounts payable on the accompanying balance sheets. The Company has a month-to-month operating lease for its corporate offices from one of the officers. Total rent expense for this lease was $ 6,000 in 2016 and $ 12,000 in 2015. Total amounts owed on this lease were $ 6,000 and $ 6,000 as of June 30, 2016 and 2015, respectively and is included in trade accounts payable on the accompanying balance sheets. The Company has a short term payable of $ 90,062 to a related entity that is expected to be applied to future charges. The liability owed to the related party will be paid by future buyers.

9 . Stock Options

On September 1, 1998, the Board of Directors approved a Stock Incentive Awards Plan to attract and retain individuals to contribute to the achievement of the Company's economic objectives. Under the Plan, individuals are eligible based on the judgment of a committee of Board members (committee). At the discretion of the committee, eligible recipients may be granted options to purchase shares of the Company's common stock at an exercise price per share equal to the market price at the grant date. The stock options are exercisable at such times and in such installments as determined by the committee, limited to a maximum of ten years from the date of the grant. The Plan has authorized the issuance of 175,000 shares of common stock under the Plan, there were no grants for shares issued in 2016 and 2015, and as of June 30, 2016, 175,000 shares were available for future grants. There are no outstanding options at June 30, 2016 and for the years ended June 30, 2016 and 2015 there was no stock option expense.

10 . Earnings per Share of Common Stock

The following table reconciles the net income and shares of the basic and diluted earnings per share computations:

	Years Ended
	June 30, 2016	June 30, 2015

Net loss	(468,527)	( 841,296)
Weighted -average common shares used in the computation of EPS	1,431,503	1,431,503
Basic and diluted	(0.33)	(0.59)

11. Subsequent Event

On February 24, 2017, Stinar Corporation signed a line of credit agreement with Kruckeberg Industries, LLC in amount of $100,000.00. The Mature Date of this line of credit will be March 1, 2018, with interest rate of 9%.

Stock widget

Investing forum

OAKRIDGE HOLDINGS INC Reports