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EX-31 - EXHIBIT NO. 31.1 - OAKRIDGE INTERNATIONAL CORPex311-063011oak.htm
EX-21 - EXHIBIT NO. 21.1 - OAKRIDGE INTERNATIONAL CORPex211-063011oak.htm
EX-31 - EXHIBIT NO. 31.2 - OAKRIDGE INTERNATIONAL CORPex312-063011oak.htm
EX-32 - EXHIBIT NO. 32.2 - OAKRIDGE INTERNATIONAL CORPex322-063011oak.htm
EX-32 - EXHIBIT NO. 32.1 - OAKRIDGE INTERNATIONAL CORPex321-063011oak.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10 - K

[ x ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2011
[    ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from[   ]to [   ]

Commission File Number: [ ]

Oakridge International Corporation

(Exact Name of Registrant as Specified in Its Charter)

Nevada

-------------

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

Suite 1609, 16/F., Jie Yang Building,
271 Lockhart Road, Wanchai, Hong Kong

n/a

(Address of Principal Executive Offices)

(Zip Code)

Tel: (206) 309 2235       Fax: (702) 948 5779      Email: info@oakridge88.com
(Registrant's Telephone Number, Including Area Code)

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

Securities registered under Section 12(b) of the Act:

Title of each class registered:
-------------------------------
None

Name of each exchange on which registered:
------------------------------------------
None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 Par Value
(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 ]

Indicate by check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ x ]    No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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 this Form 10-K.

[    ]

Indicate by check whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act. (check one)

Large Accelerated Filer [   ] Accelerated Filer [   ]   Non-Accelerated Filer [   ]   Smaller Reporting Company [ x ]

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

Yes [ x ]   No [   ]

On September 15, 2011, the number of shares held by non-affiliates of the registrant was 1,260,000 shares of common stock. There is no calculation on the aggregate market value of the voting stock held by non-affiliates at the moment, as the Company's shares have not yet traded on the Over-the-counter Bulletin Board.

Solely for the purpose of this calculation, shares held by directors and officers of the registrant have been excluded. Such exclusion should not be deemed a determination or an admission by registrant that such individuals are, in fact, affiliates of the registrant.

The number of common equity shares outstanding as of September 15, 2011 was 6,510,000 shares of Common Stock, $0.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred under Part IV.


FORWARD-LOOKING STATEMENTS

This Current Report on Form 10-K report contains forward-looking statements of management of the Company that are, by their nature, subject to risks and uncertainties. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements appear in a number of places in this Form 10-K report have been formed by our management on the basis of assumptions made by management and considered by management to be reasonable. However, whether actual results and developments will meet the Company's expectations and predictions depends on a number of known and unknown risks and uncertainties and other factors, any or all of which could cause actual results, performance or achievements to differ materially from Company's expectations, whether expressed or implied by such forward looking statements. Our future operating results are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements contained in this Form 10-K report represents estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements in this Form 10-K report are accurate, and we assume no obligation to update any such forward-looking statements. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.


TABLE OF CONTENTS

PART I

ITEM 1.

Business

1

ITEM 1A.

Risk Factors

4

ITEM 1B.

Unresolved Staff Comments

13

ITEM 2.

Properties

13

ITEM 3.

Legal Proceedings

13

ITEM 4.

Submission of Matters to a Vote of Security Holders

13


PART II

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

14

ITEM 6.

Selected Financial Data

14

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

15

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

18

ITEM 8.

Financial Statements and Supplementary Data

18

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

19

ITEM 9A

Controls and Procedures

19

ITEM 9B.

Other Information

20


PART III

Item 10

Directors, Executive Officers and Corporate Governance

21

Item 11

Executive Compensation

22

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

24

Item 13

Certain Relationships and Related Transactions, and Director Independence

24

Item 14

Principal Accounting Fees and Services

25


PART IV

ITEM 15

Exhibits, Financial Statement Schedules

26

SIGNATURES

27


PART I

ITEM 1. BUSINESS.

Operation Overview
Business of the Issuer

Oakridge International Corporation is an environmental services company planning to engage in the business of waste management, trading and recovering raw materials from electronic printed circuit boards and other electronic products and components. Our plan is to own facilities in China and or Hong Kong for the waste management and recovering of raw materials from electronic printed circuit boards and other electronic products and components. This will create greater value and positioning in the market.

History

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

In May 2011, the Group received a Letter of Authorization to appoint the Waytop as an official reseller for a waste packing system in China for until the end of 2011.

In the second half of calendar year 2011, the Company intends to raise some capital in order to pursue the waste packing system and alternative technology for the recovery of raw materials from electronic printed circuit boards. However, at the date of this report, we will not successful in the fund raising.

We are a development stage company that has generated modest revenues of $11,295 from operations since our incorporation on October 31, 2007 to June 30, 2011. We have incurred losses since our inception.

For the year ended June 30, 2011, we did not earn any revenue. During the period just ended, the Group focused on trading of raw materials from PCB factories and electronic components, and developing a business model for the recycling technology. In May 2011 the Group further expanded the scope of its environmental services by being appointed an official reseller of waste packing system for China. A summary of our future plans is described below.

Raw Materials Recovery from Printed Circuit Boards

The Company's operations and services include the trading and acquisition of electronic components, recyclable materials such as scrap Printed Circuit Boards ("PCBs") from PCB factories, electronic products from recycling centers, and other electronic sources. After we have processed the PCBs or scrap through our recycling facilities, then we sell the raw materials recovered to customers. We believe the major customers for the recovered raw materials are manufacturers that can utilize the raw materials in the creation of new products. We believe the recycling process and the use of the recycled raw materials is both environmentally correct, for corporations and individuals worldwide, and is an essential responsibility to ensure that electronic products are properly recycled.

Recycle Process and Technology

We continue our plan to own and operate PCB recycling facilities in Asia and will delay our plans for a facility in USA. We plan to use a PCB recycling process where we recycle scrap and End of Life PCBs in an efficient and environmentally friendly process. This type of technology involves special crushing of PCBs, followed by separation of the metallic and non-metallic materials with a proprietary separation process. The technique has advantages over other methods proposed for recycling PCBs as it does not involve any secondary pollutants that are harmful to the environment. At present, we are looking for potential manufacturers of the crushing technology for evaluation and discussion. We are still evaluating the technologies and are also in the process of studying the market in China to accommodate our initial operations in line with the anticipated resources available to us. During the period under review, we are still investigating recycle technologies and other related environment recycling methods, however at the date of this report the progress has been limited due to lack of resources.

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Trading of PCB Materials and Electronic Components

Our business involves net-working with electronic factories and we can have the opportunity to trade in PCB materials and electronic components so as to develop closer relationship with the factories. This is a very competitive industry and the margins are under downward adjusting pressure. However, such net-working with electronic factories provides us a strategic link into the factories that we will potentially provide a future source for electronic waste to feed on our recycling operation.

Waste Packing System

In May 2011, the Company's subsidiary was appointed as an official reseller of a waste packing system in China. The technology involves compressing garbage into air-tight and water proof packing so that the garbage do not emit any smell, unwanted gas or other particles into the air or soil. There are three processing phases including shredding, compressing and wrapping. The shredding process shredded garbage into smaller size for the next process. The compression process pressed the garbage into designated small size, and the final process wrapped the compressed garbage into rolls with specially wrapping films. The entire process is automatic and requires very few workers. The Group has a positive view on the commercial viability of such waste packing system in China. We believe that the landfills site in the future will be harder to be found and approval of this system can be anticipated by the reluctance of communities to propose new landfills site. The advantage of our packing system is not only processing more garbage but also limiting the cause of pollution. It will be an alternative system for handling garbage in an economic way.

Summary of Our Plans

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

*

Trading in electronic components

*

Sourcing of electronic PCBs from recycling centers and scrap PCBs from PCB factories

*

Locating customers for the raw materials recovered from this recycling technology

*

Searching facilities for processing these materials

Products and Services

We plan to acquire and process electronics products and components, with specialization in printed circuit boards. The normal process for recycling PCBs starts from disassembly and component recycling. Certainly, any hazardous components need to be removed and isolated prior to being processed. Utilizing advanced proprietary technological process, the PCBs are then shredded and granulated by machine, separating metals from the fibers that constitute the majority of the PCBs. The process generates two raw materials: fiber residue and metal concentrate.

We believe the fiber residue can be used in several industries to enhance products. We believe it can be used in the composite industry as filler in resins to make products such as furniture, wall sidings and "plastic" lumber, and that these composite products can be given appearance of wood, marble or granite. We also believe that the fiber residue can be used as an additive in waterproofing materials, asphalt and concrete.

The metal concentrate is primarily copper, although there may also be smaller quantities of other precious metals, such as gold, palladium and silver, depending upon the mix of PCBs input into the process. The different metals in the metal concentrate can then be recovered by a variety of separation processes. We currently plan to sell this metal concentrate to smelters until other separation techniques can be developed. In general, we need to ensure that the cost of processing the PCBs is less than the resale value of the raw materials recovered in the recycling process.

For waste packing system, we intend to provide our system to cooperate with municipal governments as an environment solution for garbage problems. Our service will be based on charging the quantity of the garbage we process each day. Furthermore we will sell our packaged garbage to incineration plants.

2


Market

As the world becomes more digitalized through the increasing utilization of electronics devices, there is an accelerating amount of obsolete electronic devices including personal computers, printers, fax machines, cell phones and other electrical and electronic equipment that has reached their useful End Of Life each year. In the United States, the Environmental Protection Agency ("EPA") has estimated that in 2007 there were 2.2 Million Tons of EOL products, of which only 18.4% were recycled, the remainder primarily going to landfills.

Printed circuit boards are typically made of layers of thin copper foil circuitry and insulating layers of an epoxy resin. Board contacts and components add traces of other precious metals. While the value of these metals is recognized, the typical extraction methods of burning or chemical processing releases toxic emissions and has created extremely polluted cities like Guiyu, China. The pending acquisition of Total Union and its proprietary process is mechanical, and releases no emissions.

In China, around 238 million tons of household garbage was produced in 2009. However the disposal facilities, according to China Association of Environmental Protection Industry (CAEPI0 are only capable of processing 112 million tons. As China's economy rapidly develops, consumption has skyrocketed and household garbage will continue to increase. Therefore putting more stress on landfills.

Competition

Around the world, obsolete electronic equipment is typically discarded with domestic refuse, deposited in landfills, or incinerated without any pre-treatment. Depending upon the design and construction of these PCBs, the PCBs and their components primarily contain insulating resin and copper, and may also contain trace amounts of other precious metals. Currently, the small percentage of PCBs that are recycled for the recovery of these metals has involved hydrometallurgical, thermal and other processes that create secondary pollution that is harmful to the environment.

While the typical extraction methods of burning and chemical processing do deliver these commodity metals, it is done at the expense of the environment. The mechanical process yields two raw materials, a resin powder and a metal concentrate with no emissions or impact to the environment. The resin powder is utilized as an additive in products such as outdoor decking, furniture, and waterproofing materials. The metal concentrate, primarily copper, is used to create new electrical and electronic products such as wire, printed circuit boards, and other electrical components.

The markets for our products and services are competitive, and we face competition from a number of sources. Many of our competitors have substantially greater resources than us. Those resources may include greater name recognition; larger product lines; complementary lines of business; and greater financial, marketing, information systems, and other resources. We can give no assurance that competitive pressures will not materially and adversely affect the Company's business, financial condition, and results of operations.

3


ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this Form 10K filing before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

We have experienced net losses and have not made any significant sales and revenue to date. Therefore, you should not rely on our historical results of operations as an indication of our future performance.

During the period from inception on October 31, 2007 through June 30, 2011, we incurred net losses of approximately $66,303. In November 2008, the Company sold scrap PCBs for $11,295 for a net profit of $474. Our future success is dependent on our ability to buy the electronic waste (including PCBs) and the subsequent sale of the recycled materials. The success of the business will depend upon a number of factors including but not limited to sourcing of recycled PCBs, arranging shipping, locating customers and operating the recycling facilities. None of these factors is demonstrated by our historic performance to date and there is no assurance we will be able to accomplish them in order to sustain our operations. We may never develop profitable operations. As a result, there is no assurance of future successful performance of our business.

Our financial condition raises substantial doubt about our ability to continue as a going concern. You will be unable to determine whether we will ever become profitable.

Our independent auditors have indicated in their audit report for the period ended at June 30, 2011 that there is substantial doubt about our ability to continue as a going concern over the next twelve months. Our poor financial condition could inhibit our ability to achieve our business plan and therefore an investor cannot determine if we will ever become profitable.

If we do not obtain additional financing, our business will fail.

We have determined our current operating funds are not sufficient to complete our intended business objectives. As of June 30, 2011, we had cash on hand in the amount of $440. We will need to raise additional capital in order to cover the costs of implementing our business plan. We estimate that we will need to raise $5.0 million to fully execute our operating plan. For the next 12 months, we will require a minimum of $25,000 to pay for the ongoing corporate costs of annual filing fees, audit, accounting, and office related cost. We do not currently have any arrangements for financing and may not be able to find such financing if required. We currently do not have any significant operations and we have had modest revenue. Our Chairman, Mr. Ku, has indicated that he is prepared to lend to the Company up to $25,000 to cover our operating costs over the next 12 months, but there are no formal arrangements in this regard. He is not legally obligated to loan funds to the Company. There is no guarantee that we will receive such loans.

If we are not able to obtain agreements with suppliers of scrap PCBs, our business will fail.

We have not entered into a formal agreement with any entity to acquire the scrap PCBs we intend to process at our own recycle plant or third party recycle plants. Even if we are able to reach an agreement with a material source, we may not be able to obtain the financing necessary to secure the scrap PCBs. If we are unable to locate suitable sources for scrap PCBs for our recycle plant, our business will fail.

4


If we cannot find customers to purchase the raw materials recovered from the PCBs from us on acceptable terms, we will not be able to establish our business and thus it will fail.

Even if we secure scrap PCBs for recycling, we may not be able to secure purchasers for the resin powder and precious metals recovered from the recycled PCBs on acceptable terms. Without purchasers for these raw materials, we will not be able to proceed with our business plan.

Officers and directors owns 80.64% of our outstanding common stock, and he could exercise significant control over corporate decisions that may be disadvantageous to minority shareholders.

Both of our officers who are also directors, Mr. Xiong Xu and Mr. Sau Shan Ku, together own approximately 80.64% of the outstanding shares of our common stock. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions, including mergers, consolidations, and the sale of all or substantially all of our assets. They will also have the power to influence a change in control. The interests of the officers and directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

Because current management does not have any technical experience in the recycling sector, our business has a higher risk of failure.

While management has experience in doing business in and with China, management does not have experience in the field of recycled PCBs, and sale of precious metals. As a result, we may not be able to recognize and take advantage of opportunities in the recycled PCBs sector without the aid of additional employees or qualified consultants. In addition, management may not be fully aware of specific requirements necessary for the resale of the raw materials generated by our process. Therefore management's decisions and choices may adversely affect our operations and earnings, and our ultimate financial success may suffer irreparable harm as a result.

We will incur significant costs complying with our obligations as a reporting company, and our ability to attain profitable operations will be adversely impacted.

We are required to file periodic reports with the Securities & Exchange Commission, including financial statements and disclosure regarding changes in our operations. We anticipate that we will incur a minimum of $25,000 per year in order to comply with these reporting requirements. As our operations become more complex, it is anticipated that these costs will increase. These compliance costs will be charged to operations and will negatively impact our ability to attain profitable operations.

5


Our management team is currently not earning salary or receiving expenses, which may affect the implementation of our business plan.

The ongoing services of Mr. Xu and Mr. Ku cannot be assured and therefore may adversely affect the implementation of our business plan.

In addition, we currently have two part time employees including Mr. Xiong Xu, our CEO, and Mr. Sau Shan Ku, our CFO. Mr. Xu and Mr. Ku anticipate that during the next 12 months they will devote approximately 25% and 30%, respectively, of their time to our business, also in an unpaid capacity. Mr. Xu and Mr. Ku may not be able to devote the time necessary to our business to assure successful implementation of our business plan.

Our management decisions are made by Mr. Xiong Xu and Mr. Sau Shan Ku; if we lose their services, our business may be adversely affected.

The success of our business is dependent upon the expertise of management. Because Mr. Xu and Mr. Ku are essential to our operations, you must rely on their management decisions. We have not obtained any key person life insurance relating to them. If we lose their services, we may not be able to hire and retain other management with comparable experience. As a result, the loss of their services could adversely affect our future revenues.

There is intense competition for qualified technical professionals and sales and marketing personnel, and our failure to attract and retain these people could affect our ability to respond to rapid technological changes and to increase our revenues.

Our future success depends upon our ability to attract and retain qualified technical, sales and marketing personnel. Competition for talented personnel, particularly technical professionals, is intense. This competition could increase the costs of hiring and retaining personnel. We may not be able to attract, retain, and adequately motivate our personnel or to integrate new personnel into our operations successfully.

Our environmental services operations may subject us to potential environmental liability.

Our environmental services business may include certain types of hazardous waste, and may subject us to risks of liability for damages. Such liability could involve, without limitation, claims for clean-up costs, personal injury or damage to the environment in cases in which we are held responsible for the release of hazardous materials, and claims of employees, customers, or third parties for personal injury or property damage occurring in the course of our operations.We could also be deemed a responsible party for the cost of cleaning any property which may be contaminated by hazardous substances generated by us and disposed at such property or transported by us to a site selected by us, including properties we own or lease.

6


If we cannot maintain our government permits or cannot obtain any required permits, we may not be able to continue or expand our operations.

Our business is subject to extensive, evolving, and increasingly stringent federal, state, and local environmental laws and regulations. Such federal, state, and local environmental laws and regulations govern our activities regarding the treatment, storage, recycling, disposal, and transportation of hazardous and non-hazardous waste. We must obtain and maintain permits, licenses and/or approvals to conduct these activities in compliance with such laws and regulations. Failure to obtain and maintain the required permits, licenses and/or approvals would have a material adverse effect on our operations and financial condition. If we are unable to maintain our currently held permits, licenses, and/or approvals or obtain any additional permits, licenses and/or approvals which may be required as we expand our operations, we may not be able to continue certain of our operations.

Changes in environmental regulations and enforcement policies could subject us to additional liability which could impair our ability to continue certain operations due to the regulated nature of our operations.

Because the environmental industry continues to develop rapidly, we cannot predict the extent to which our operations may be affected by future enforcement policies as applied to existing laws, by changes to current environmental laws and regulations, or by the enactment of new environmental laws and regulations. Any predictions regarding possible liability under such laws are complicated further by current environmental laws which provide that we could be liable, jointly and severally, for certain activities of third parties over whom we have limited or no control.

As our operations expand, we may be subject to increased litigation which could have a negative impact on our future financial results.

Our operations are regulated by numerous laws regarding procedures for waste treatment, storage, recycling, transportation and disposal activities, all of which may provide the basis for litigation against us. In recent years, the waste treatment industry has experienced a significant increase in so-called "toxic-tort" litigation as those injured by contamination seek to recover for personal injuries or property damage. We believe that as our operations and activities expand, there will be a similar increase in the potential for litigation alleging that we are responsible for contamination or pollution caused by our normal operations, negligence or other misconduct, or for accidents which occur in the course of our business activities. Such litigation, if significant and not adequately insured against, could impair our ability to fund our operations. Protracted litigation would likely cause us to spend significant amounts of our time, effort and money. This could prevent our management from focusing on our operations and expansion.

7


If environmental regulation or enforcement is relaxed, the demand for our services will decrease.

The demand for our services is substantially dependent upon the public's concern with, the continuation and proliferation of, the laws and regulations governing the treatment, storage, recycling, and disposal of hazardous and non-hazardous waste. A decrease in the level of public concern, the repeal or modification of these laws, or any significant relaxation of regulations relating to the treatment, storage, recycling, and disposal of hazardous waste would significantly reduce the demand for our services and could have a material adverse effect on our operations and financial condition. We are currently not aware of any current federal or state government or agency efforts in which a moratorium or limitation has been, or will be, placed upon the creation of new hazardous waste regulations that would have a material adverse effect on us.

Due to the lack of a trading market for our securities, our shares are currently not liquid, and you may have difficulty selling any shares you purchase in this offering.

We are currently not registered on any public stock exchange. There is presently no demand for our common stock and no public market exists for our shares. We had contacted a market maker and intend to apply to have our shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. As of the date of this filing, we have engaged in discussions with a market maker concerning the filing of Form 211 with the Financial Industry regulatory Authority (FINRA) to qualify our securities for quotation on the OTCBB. We cannot guarantee that our application, when filed, will be accepted or approved and that our stock would be listed and quoted for sale or that a future trading market for our securities will develop. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. Restrictions on the sale of our stock as a Penny Stock may limit your ability to resell or a prospective purchaser to purchase any shares you acquire in this offering.

8


Our shares will be "penny stocks" as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding $200,000 individually or $300,000 together with his or her spouse, is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

*

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commissions relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

*

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

*

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and

*

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

9


Sales of our common stock under Rule 144 could reduce the price of our stock.

All of 5,250,000 shares of our common stock held by affiliates are restricted securities under Rule 144 of the Securities Act of 1933. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. These restrictions do not apply to resales under Rule 144(k). The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the over-the-counter bulletin board,we will be required to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.

Because we currently do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, all of which are not independent, to perform these functions.

We currently do not have an audit or compensation committee comprised of independent directors. The board of directors as a whole performs these functions. Thus, there is a potential conflict in that board members who are management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

10


Risks associated with doing business in the PRC.

A portion of our revenue will be derived from our operations in China. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal developments in China, which have rapidly changed.

The PRC's economic, political and social conditions, as well as government policies, could affect our business. The PRC economy differs from the economies of most developed countries in many respects.

Our ability to find attractive customers for our products is based on the assumption that the Chinese economy will continue to grow. The PRC's economic growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us, depending on the industry in which we engage in a business combination. For example, our financial condition and results of operations may be adversely affected by PRC government control over capital investments or changes in tax regulations that are applicable to potential target businesses and business combinations.

The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the use of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over PRC economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. We cannot assure you that China's economic, political or legal systems will not develop in a way that becomes detrimental to our business, results of operations and prospects.

If political relations between the U.S. and the PRC weaken, it could make sale of our products less attractive to customers inside of the PRC.

The relationship between the United States and the PRC is subject to sudden fluctuation and periodic tension. Changes in political conditions in the PRC and changes in the state of Sino-U.S. relations are difficult to predict and could adversely affect our operations or cause potential our products to become less attractive to customers inside of the PRC. This could lead to a decline in our profitability and our stock price. Any weakening of relations between the U.S. and the PRC could have a material adverse effect on our operations.

If the PRC imposes restrictions to reduce inflation, future economic growth in the PRC could be severely curtailed which could lead to a significant decrease in our profitability.

While the economy of the PRC has experienced rapid growth, this growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in supply of money and rising inflation. In order to control inflation in the past, the PRC has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. If similar restrictions are imposed, it may lead to a slowing of economic growth and decrease the interest in the recycled products we may ultimately offer leading to a decline in our profitability.

11


Because Chinese law may govern some of our material agreements for acquisition and sale of our products, we may not be able to enforce our rights within the PRC or elsewhere, which could result in a significant loss of business, business opportunities or capital.

Chinese law may govern some of our material agreements for acquisition and sale of our recycled products, some or many of which could be with Chinese governmental agencies. We cannot assure you that we will be able to enforce any of our material agreements or that remedies will be available outside of the PRC. The Chinese legal system is similar to a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. Although legislation in China over the past 25 years has significantly improved the protection afforded to various forms of foreign investment and contractual arrangements in China, these laws, regulations and legal requirements are relatively new and their interpretation and enforcement involve uncertainties, which could limit the legal protection available to us, and foreign investors, including you. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital and could have a material adverse impact on our operations.

Uncertainties with respect to the Chinese legal system could have a material adverse effect on us.

China'slegal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Laws and regulations relating to foreign investments in China are relatively new, and China's legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Fluctuations in the value of the renminbi relative to foreign currencies could cause the cost of our operations to increase and could affect our operating results.

Chinese companies will pay for our products with Chinese currency, the renminbi. We will be subject to increased risks relating to foreign currency exchange rate fluctuations that could have a material adverse affect on our business, financial condition and operating results. The value of renminbi against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. As we expect that some of our sales will be in China, any significant revaluation of the renminbi may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert United States dollars into renminbi for our operations, appreciation of renminbi against the United States dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our renminbi into United States dollars for other business purposes and the United States dollar appreciates against the renminbi, the United States dollar equivalent of the renminbi we convert would be reduced. The Chinese government recently announced that it is pegging the exchange rate of the renminbi against a number of currencies, rather than just the United States dollar. Fluctuations in the renminbi exchange rate could adversely affect our ability to operate our business.

12


ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES.

Our principal office address is Suite 1609, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong. This is a service office we rent at a monthly basis at a rate of US$150 per month.

We are not subject to competitive conditions for property and currently have no property in insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS.

There are no legal actions pending against us nor are any legal actions contemplated by us at this time.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

None.

13


PART II

ITEM 5. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

A registrant that qualifies as a smaller reporting company is not required to provide the performance graph required in paragraph (e) of Item 201.

We have one class of securities, Common Voting Equity Shares ("Common Stock"). Our common stock is not yet displayed on the Over The Counter Bulletin Board. To have our shares of common stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. To date, we have identified a market maker to file our application on Form 211 with the FINRA.

Issuer's Repurchase Of Equity Securities

None.

Holders

On September 15, 2010, the Company had 53 holders of record of our Common Stock.

Dividends

We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.

Stock Options

Currently, there are no stock options outstanding.

ITEM 6. SELECTED FINANCIAL DATA

A registrant that qualifies, as a smaller reporting company is not required to provide the information required by this item.

14


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and our subsidiaries and our results of operations should be read together with the consolidated financial statements and related notes that are included later in this Annual Report on Form 10- K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Risk Factors or in other parts of this Annual Report on Form 10-K.

Twelve Months Operating Plan

Over the next twelve months, our operating plan will be focused on three main areas: financing, identifying technology / operating partners, and operating recycling / waste packing facilities in China and Hong Kong. Each of the three areas will be developed on its own path depending on the progress made and the amount of capital available.

Financing

Our financial plans involve getting sufficient funding to continue trading in electronic components and materials, scrap PCBs and working capital for identifying other technology process that we have found. These two initiatives are independent, and require separate strategy. The trading of the electronic components and materials, and scrap PCBs requires funding of about US$500,000 to buy PCB scrap materials and selling to our customers. The working capital funding is expected to be US$250,000. We will seek to raise development, operation and expansion funds for the next twelve months by equity offering for at least US$750,000 to support these plans. We expect that we shall be able to attract investors when our shares are displayed and quoted, or listed and saleable on a recognized exchange services, such as the Over-the-counter Bulletin Board quotation services or major stock exchange markets. In addition, management is seeking strategic investors and partners to execute the operational plan as set out in this section.

Technology Process

As digital technology evolves, computer and digital equipment and devices are being retired at an accelerating rate. Around the world, obsolete electronic equipment is typically discarded with domestic refuse, deposited in landfills, incinerated or exported to developing countries. When discarded as trash, this avalanche of old electronic equipment is not only a waste of valuable resources, but also can release hazardous emissions into the environment if handled improperly.

We plan to contact PCB and electronics manufacturers, scrap dealers, recycling centers, federal, state and local governments and environmental groups in Asia and USA from our offices in Hong Kong, regarding the environmentally friendly PCB Recycling Technology. Our purpose is to market our recycling business as follows:

Operations - Hong Kong

We plan to provide operating capital and trading and sourcing of electronic components and electronic scrap to the Hong Kong and overseas manufacturers and scrap dealers. We will either sell these scrap PCBs and/or electronic components, or recycle the PCB scraps through our own recycle plant.

15


Operations - United States

We plan to contact PCB manufacturers, scrap dealers and recycling centers in the United States about acquiring and handling their PCB disposal in an environmentally correct and beneficial manner. We believe current PCB disposal methods include incineration, landfill and smelting, and these methods typically create secondary pollution and/or environmental problems. We plan to introduce a new recycling process originated from China which has no adverse environmental effect, no secondary emissions, and yielding raw materials for the use in new products.

We plan to work with federal, state and local governments to promote our PCB recycling technology and its ability to protect the environment. We may also approach a socially conscious and progressive city like San Francisco to promote our method of environmentally friendly recycling of PCBs as a showcase for other facilities in the United States.

Research and Development

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

Costs and Effects of Compliance with Environmental Laws

We currently do not expect there will be any additional costs and effects of compliance with environmental laws in our current plan of operation, as we will ensure that the contracting parties are all approved by the local government authorities. In the future if we operate our own PCB recycling facility, we will evaluate the costs and benefits effects of compliance with environmental laws which may be substantial. We will work closely with all government environmental agencies to comply with all the local environmental laws and regulations.

Employees

As of September 15, 2011, we had 2 staff in the Company. Subject to financing, in the next 12 months, we plan to hire consultants in Hong Kong and China to undertake and implement the operational plans.

16


Results of Operations

FOR THE YEAR ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2011

REVENUES

For the year ended June 30, 2011 the Company has realized no revenue and incurred no cost of revenue and no gross profit. We hope to generate additional revenue when we receive more contracts and as we continue to develop the business.

For the year ended June 30, 2010 the Company has realized no revenue and incurred no cost of revenue and no gross profit.

For the period from October 31, 2007 (date of inception) to June 30, 2011, the Company realized revenue of $11,295, incurred a cost of revenue of $10,821 and achieved a gross profit of $474.

OPERATING EXPENSES

For the year ended June 30, 2011, the Company had incurred no gross profit and our total operating expenses were $9,923, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the year ended June 30, 2011 was $9,923.

For the year ended June 30, 2010, the Company had incurred no gross profit and our total operating expenses were $10,889, all of which were selling, general and administrative expenses. We also had $660 in interest expense. Our net loss to our shareholders for the year ended June 30, 2010 was $11,549.

For the period from October 31, 2007 (date of inception) to June 30, 2011, the accumulated gross profit was $474, and our total operating expenses were $65,097, all of which were selling, general and administrative expenses. We also had $1,680 in interest expense, resulting in an accumulated net loss to our shareholders for the period ended June 30, 2011 was $66,303.

17


Liquidity and Capital Resources

We do not have sufficient resources to accomplish our business plans. As of June 30, 2011, we had $440 in cash.

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

Going Concern Consideration

The Company is a development stage company and has commenced operations. The Company had no revenue and incurred a net loss of $9,923 for the year ended June 30, 2011 and an accumulated net loss of $66,303 for the period from October 31, 2007 (inception) to June 30, 2011. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in emerging markets and the competitive environment in which the Company operates. The Company is pursuing financing for its operations. In addition the Company has commenced operations to earn revenues. Failure to secure such financing, to raise additional equity capital and to earn revenue may result in the Company depleting its available funds and not being able to pay its obligations. These consolidated financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Off-Balance Sheet Arrangement

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements
Please see page F-1 through F-16 of this Form 10-K.

18


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

There are no such reportable events.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of a date (the "Evaluation Date") within ninety (90) days prior to the filing of our June 30, 2011 Form 10-K

Based upon that evaluation, our Management has concluded that, as of June 30, 2011, our disclosure controls and procedures were not effective in timely alerting management to the material information relating to us (or our consolidated subsidiaries) required to be included in our periodic filings with the SEC.

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

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

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

Our management, with the participation of its CEO and President, assessed the effectiveness of our internal control over financial reporting as of June 30, 2011. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of The Treadway Commission (COSO) in Internal Control-Integrated Framework.Based on that assessment under such criteria, management concluded that our internal controls over financial reporting were not effective as of June 30, 2011 due to control deficiencies that constituted material weaknesses. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

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

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

19


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

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

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

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

Changes in Controls and Procedures

There were no significant changes made in our internal controls over financial reporting during the year ended June 30, 2011 that have materially affected or are reasonably likely to materially affect these controls. Thus, no corrective actions with regard to significant deficiencies or material weaknesses were necessary.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management's report in this annual report.

ITEM 9B. OTHER INFORMATION.

None.

20


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Our directors and executive officers are as follows:

Name

Age

Position

Xiong XU

33

Director, President, Chief Executive Officer

Sau Shan KU

43

Director, Chairman, Chief Financial Officer and Secretary

Mr. Xiong Xu was elected and appointed by our majority shareholders as Director on February 11, 2010. On February 18, 2010, Mr. Xu was appointed and replaced the positions of our then President and CEO, Mr. Michael Burney, to become the Company's President and CEO. For the past 5 years, Mr. Xiong Xu has been the managing director of Shenzhen C&A International Logistics Co., Ltd. in Shenzhen, China. Mr. Xu has extensive experience in the areas of sales, marketing and administration in the logistics industry in China and South East Asia. Mr. Xu holds a degree of Business Management from the Foshan University in China.

Mr. Sau Shan Ku has been our Director, Chairman, Treasury, Secretary, and Chief Financial Officer since November 30, 2007. He has over 12 years of work experience in the areas of accounting, finance, and company secretarial duties for a number of listed companies in Hong Kong. In the past 5 years, Mr. Ku has worked as the Finance and Special Projects Manager for Global Assets Limited from 2007 to now. Mr. Ku received a Bachelor of Science degree majoring in Actuarial Science and Economics from the Toronto University and a Bachelor of Arts degree in Administrative Studies from York University. Mr. Ku also holds a Master degree in Corporate Finance from the Hong Kong Polytechnic University.

There is no family relationship among the directors of the Company.

No director or officer of the Company has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company's officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company's subsidiary or has a material interest adverse to it or any of its subsidiary.

Auditors; Code of Ethics; Financial Expert

Our principal independent accountant is Albert Wong & Co. LLP.

We do not currently have a Code of Ethics because we have limited business operations and only two officers/directors on the Board. We believe a code of ethics would have limited utility at this stage. We intend to adopt such a code of ethics as our business operations expand and have more directors, officers and employees. As at today, we do not have a "financial expert" on the board or an audit committee or nominating committee.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

21


ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation

Since our incorporation on October 31, 2007, we have not paid any compensation to our directors or officers in consideration for their services rendered to our Company in their capacity as such. We have no employment agreements with any of our directors. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.


SUMMARY COMPENSATION TABLE

Non-qualified

Non-Equity

Deferred

Year

Stock

Option

Incentive Plan

Compensation

All Other

Name and

Ended

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

Total

Principal Position

June 30

($)

($)

($)

($)

($)

($)

($)

($)

-----------------------

-------------

--------

--------

--------

-------

---------------

-------------

------------

--------

Mr. Xiong Xu1

2011

5,000

-

-

-

-

-

-

5,000

2010

5,000

-

-

-

-

-

-

5,000

2009

-

-

-

-

-

-

-

-

Mr. Sau Shan Ku 2

2011

-

-

-

-

-

-

-

-

2010

-

-

-

-

-

-

-

-

2009

-

-

-

-

-

-

-

-

2008

-

-

-

-

-

-

-

-

Mr. Michael Burney3

2010

-

-

-

-

-

-

-

-


1.

Mr. Xiong Xu
is President and Chief Executive Officer and Director of Oakridge effective from February 18, 2010.
2. Mr. Sau Shan Ku is Chairman, Treasurer, Secretary, Chief Financial Officer, and Director of Oakridge.
3.

Mr. Michael Burney was our President and CEO for the period from July 17, 2009 to February 18, 2010.


Since our incorporation on October 31, 2007, no stock options or stock appreciation rights were granted to any of our directors or executive officers. We have no equity incentive plans.


Outstanding Equity Awards


The following table sets forth certain information concerning stock option awards granted to our executive officers and our director.


OUTSTANDING EQUITY AWARDS AT JUNE 30, 2011


OPTION AWARDS


STOCK AWARDS

Name

Number of securities underlying unexercised options (#) Exercisable

Number of securities underlying unexercised options (#)

Unexercisable


Equity Incentive Plan Awards: Number of Securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares or units of stock that have not vested ($)

Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)

Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (#)

----------

------------

-----------

--------

---------

---------

----------

----------

----------

Xiong Xu1

-

-

-

-

-

-

-

-

-

Sau Shan Ku2

-

-

-

-

-

-

-

-

-

Michael Burney3

-

-

-

-

-

-

-

-

-


1.

Mr. Xiong Xu
is President and Chief Executive Officer and Director of Oakridge effective from February 18, 2010.
2. Mr. Sau Shan Ku is Chairman, Treasurer, Secretary, Chief Financial Officer, and Director of Oakridge.
3. Mr. Michael Burney was our President and CEO for the period from July 17, 2009 to February 18, 2010.

22


Since our incorporation on October 31, 2007, no stock options or stock appreciation rights were granted to any of our directors or executive officers. We have no equity incentive plans.

Since October 31, 2007, none of our director or executive officer has held unexercised options, stock that had not vested, or equity incentive plan awards.

Compensation of Director

Since our incorporation on October 31, 2007, no compensation has been paid to any of our director in consideration for his services rendered in their capacity as director.


DIRECTOR COMPENSATION

Name

Fees Earned or Paid in Cash
($)

Stock Awards
($)

Option Awards
($)

Non-Equity Incentive Plan Compensation
($)


Nonqualified Deferred Compensation Earnings
($)

All Other Compensation
($)

Total
($)

----------

--------

---------

------------

-----------

-----------

------------

Xiong Xu 1

-

-

-

-

-

-

-

Sau Shan Ku2

-

-

-

-

-

-

-

Michael Burney3

1.

Mr. Xiong Xu
is President and Chief Executive Officer and Director of Oakridge effective from February 18, 2010.
2. Mr. Sau Shan Ku is Chairman, Treasurer, Secretary, Chief Financial Officer, and Director of Oakridge.
3. Mr. Michael Burney was our President and CEO for the period from July 17, 2009 to February 18, 2010.

23


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERAS.

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable common share property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders set forth below is Suite 1609, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong.

Name

Security


Total Shares Owned

Percentage

Xiong Xu

Common

1,250,000

19.20%

Sau Shan Ku

Common

4,000,000

61.44%

All executive officers and directors as a group [2 persons]

Common

5,250,000

80.64%

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 6,510,000 shares of common stock outstanding as of September 15, 2011.

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

Except for

*

The initial issuance of 4,000,000 shares of stock to Mr. Ku for $4,000;

*

Since inception on October 31, 2007 to June 30, 2009, Mr. Ku loaned $8,800 for operating expenses which is unsecured, payable on March 31, 2010, and bear interests at 10% per annum; and

*

Prior to being appointed as a Director, President and CEO of the Company, Mr. Burney provided consulting services in the amount of $25,000 to the Company. On July 22, 2009 the Company issued 1,250,000 shares of common stock to Mr. Burney as payment for these services. On February 14, 2009, Mr. Burney resigned all his positions in the Company and he subsequently sold his 1,250,000 shares in the Company to Mr. Xiong Xu, the Company's current Director, President, and CEO.

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

*

Any of our directors or officers;

*

Any person proposed as a nominee for election as a director;

*

Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or

*

Any member of the immediate family of any of the foregoing persons.

24


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES. The aggregate fees billed in each of the fiscal years ended June 30, 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements as well as registration statement filings for those fiscal years were $1,500.

AUDIT-RELATED FEES. The aggregate fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under "Audit Fees" for fiscal year 2011 was $3,000.

TAX FEES. For the fiscal years ended June 30, 2011, our principal accountants did not render any services for tax compliance, tax advice, and tax planning work.

ALL OTHER FEES. None

PRE-APPROVAL POLICIES AND PROCEDURES. Prior to engaging its accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

25


PART IV

ITEM 15. EXIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Index to Financial Statements and Financial Statement Schedules

Table of Contents
Report of Independent Registered Public Accounting Firm - Albert Wong & Co. LLP.
Report of Independent Registered Public Accounting Firm - Albert Wong & Co.
Consolidated Financial Statements:
Consolidated Balance Sheet as of June 30, 2011 and 2010
Consolidated Statements of Operations for the years ended June 30, 2011 and 2010 and from October 31, 2007 (Inception) to June 30,  and 2011
Consolidated Statements of Stockholders' Equity/(Deficits) - From October 31, 2007 (Inception) to June 30, 2011.
Consolidated Statements of Cash Flows for the years ended June 30, 2011 and 2010 and from October 31, 2007(Inception) to June 30, 2011
Notes to Consolidated Financial Statements

(c) Exhibits.

Exhibit No.

Description

3.1

Articles of Incorporation (1)

3.2

Bylaws (1)

21.1*

Subsidiary of small business issuer

31.1*

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

31.2*

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

32.1*

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

32.2*

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


1


Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on July 14, 2008


*


Filed herewith

26


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 34, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Oakridge International Corporation
a Nevada corporation

/s/ Xiong Xu
---------------------------------------
Xiong Xu
Chief executive officer


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


By:

/s/ Xiong Xu

October 14, 2011
--------------------------------------------
Xiong Xu

Its:

President, CEO

By:

/s/ Sau Shan Ku
--------------------------------------------
Sau Shan Ku
Its: Treasurer, Secretary, CFO

27


Oakridge International Corporation and Subsidiary

Consolidated Financial Statements

For the Year Ended June 30, 2011


Oakridge International Corporation


Table of Contents


Page

Report of Independent Registered Public Accounting Firm - Albert Wong & Co. LLP

F-1

Report of Independent Registered Public Accounting Firm - Albert Wong & Co.

F-2

Consolidated Financial Statements:

Consolidated Balance Sheet as of June 30, 2011 and 2010

F-3

Consolidated Statements of Operations for the years ended June 30, 2011 and 2010 and from October 31, 2007 (Inception) to June 30, 2011

F-4

Consolidated Statements of Stockholders' Equity - From October 31, 2007 (Inception) to June 30, 2011

F-5

Consolidated Statements of Cash Flows for the years ended June 30, 2011 and 2010 and from October 31, 2007 (Inception) to June 30, 2011

F-6

Notes to Consolidated Financial Statements

F-7 to F-16


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Oakridge International Corporation

We have audited the accompanying consolidated balance sheet of Oakridge International Corporation (the "Company") and its subsidiaries as of June 30, 2011, and the related consolidated statements of operations, stockholders' deficits and cash flows for the year ended June 30, 2011 and from October 31, 2007 (Inception) to June 30, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits of these statements 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were not engaged to examine management's assertion about the effectiveness of the Company's internal control over financial reporting as of June 30, 2011 included in the Company's Item 9A "Controls and Procedures" in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Oakridge International Corporation and its subsidiaries as of June 30, 2011 and the results of its operations and its cash flows for June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has deficits accumulated as at June 30, 2011 of $66,303 including net losses of $9,923 for the year ended June 30, 2011. These factors as discussed in Note 2 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Albert Wong & Co. LLP

CERTIFIED PUBLIC ACCOUNTANTS

New York, New York

October 7, 2011

F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Oakridge International Corporation

We have audited the accompanying consolidated balance sheet of Oakridge International Corporation (the "Company") and its subsidiaries as of June 30, 2010, and the related consolidated statements of operations, stockholders' deficits and cash flows for the year ended June 30, 2010 and from October 31, 2007 (Inception) to June 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits of these statements 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were not engaged to examine management's assertion about the effectiveness of the Company's internal control over financial reporting as of June 30, 2010 included in the Company's Item 9A "Controls and Procedures" in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Oakridge International Corporation and its subsidiaries as of June 30, 2010 and the results of its operations and its cash flows for June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has deficits accumulated as at June 30, 2010 of $56,380 including net losses of $11,549 for the year ended June 30, 2010. These factors as discussed in Note 2 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Albert Wong & Co.

CERTIFIED PUBLIC ACCOUNTANTS

Hong Kong

September 28, 2010

F-2


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2011 AND 2010
(Stated in US Dollars)

Note

June 30,

June 30,

2011

2010

ASSETS

    Current assets:

    Cash and cash equivalents

$

440

$

563

------------------

------------------

        Total assets

$

440

$

563

===========

===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

    Accrued expenses

$

12,209

$

7,409

    Other payable

5,625

5,625

    Amount due to director

11,809

6,809

------------------

------------------

        Total current liabilities

29,643

19,843

------------------

------------------

    Stockholders' equity:

    Common stock, $0.001 par value, 75,000,000 shares authorized;
    6,510,000 shares issued and outstanding (2010: 6,510,000)

4

6,510

6,510

    Additional paid up capital

4

30,590

30,590

    Deficit accumulated during the development stage

(66,303)

(56,380)

------------------

------------------

        Total stockholders' deficit

(29,203)

(19,280)

------------------

------------------

        Total liabilities and stockholders' equity

$

440

$

563

===========

===========

See accompanying notes to the consolidated financial statements

F-3


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2011 AND 2010
AND FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

For the Period

For the Year

For the Year

from October 31,

Ended

Ended

2007 (Inception)

June 30,

June 30,

to June 30,

2011

2010

2011

----------------------

----------------------

----------------------

Net revenues

$

-

$

-

$

11,295

Cost of revenues

-

-

10,821

----------------------

----------------------

----------------------

Gross profits

-

-

474

Other general and administrative expenses

9,923

10,889

65,097

----------------------

----------------------

----------------------

Loss from operations

(9,923)

(10,889)

(64,623)

Other expenses
Interests

-

660

1,680

----------------------

----------------------

----------------------

Net loss

$

(9,923)

$

(11,549)

$

(66,303)

=============

=============

=============

Weighted average basic and diluted shares outstanding

6,510,000

6,451,781

5,747,960

=============

=============

=============

Loss per share - basic and diluted

$

(0.00)

$

(0.00)

$

(0.00)

=============

=============

=============

*Basic and diluted weighted average number of shares is the same since the Company does not have any dilutive securities

See accompanying notes to the consolidated financial statements

F-4


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

Deficit

accumulated

Additional

during the

Total

Common stock

paid-in

development

stockholders'

Shares

Amount

capital

stage

equity /(deficit)

Balance at October 31, 2007

-

$

-

$

-

$

-

$

-

(inception)
Issuance of founder shares for
cash at $0.001 per share -
November 30, 2007

4,500,000

4,500

-

-

4,500

Sale of shares for cash at $0.01
per share - March 15, 2008

760,000

760

6,840

-

7,600

Net loss

-

-

-

(6,142)

(6,142)

----------------

----------------

----------------

----------------

---------------

Balance at June 30, 2008

5,260,000

5,260

6,840

(6,142)

5,958

Net loss

-

-

-

(38,689)

(38,689)

----------------

----------------

----------------

----------------

---------------

Balance at June 30, 2009

5,260,000

5,260

6,840

(44,831)

(32,731)

Issuance of shares for services at $0.02
per share - July 17, 2009

1,250,000

1,250

23,750

-

25,000

Net loss

-

-

-

(11,549)

(11,549)

----------------

----------------

----------------

----------------

---------------

Balance at June 30, 2010

6,510,000

6,510

30,590

(56,380)

(19,280)

Net loss

-

-

-

(9,923)

(9,923)

----------------

----------------

----------------

----------------

---------------

Balance at June 30, 2011

6,510,000

$

6,510

$

30,590

$

(66,303)

$

(29,203)

=========

=========

=========

=========

========

See accompanying notes to the consolidated financial statements

F-5


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2011
AND 2010 AND FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

For the Period

from October 31,

For the Year

For the Year

2007

Ended

Ended

(Inception) to

June 30, 2011

June 30, 2010

June 30, 2011

----------------------

------------------------

------------------------

Cash Flows from Operating Activities:
Net Loss

$

(9,923)

$

(11,549)

$

(66,303)

Adjustments to Reconcile Net Loss to Net Cash Used
in Operating Activities:
Common stock issuance for services

-

25,000

25,000

Changes in Assets and Liabilities:
Increase/(Decrease) in Accrued Expenses

4,800

(341)

12,209

Increase/(Decrease) in Other Payable

-

(759)

5,625

Increase/(Decrease) in Amount Due to Director

5,000

(18,540)

11,809

Decrease in Shareholder Loan

-

(8,800)

-

Decrease in Account Receivable

-

4,885

-

Decrease in Deposit on License Technology

-

10,000

-

-------------------

-------------------

-------------------

Net Cash Used in Operating Activities

(123)

(104)

(11,660)

-------------------

-------------------

-------------------

Cash Flows from Investing Activities:

-

-

-

-------------------

-------------------

-------------------

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

-

-

12,100

-------------------

-------------------

-------------------

Net Cash Provided by Financing Activities

-

-

-------------------

-------------------

-------------------

(Decrease) / Increase in Cash

(123)

(104)

440

Cash - Beginning of Period

563

667

-

-------------------

-------------------

-------------------

Cash - End of Period

$

440

$

563

$

440

===========

===========

===========

Supplemental Disclosures of Cash Flow Information:
Interest Paid

$

$

660

$

1,680

===========

===========

===========

Income Taxes Paid

$

-

$

-

$

-

===========

===========

===========

See accompanying notes to the consolidated financial statements

F-6


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

1.

ORGANIZATION


Oakridge International Corporation (the "Company") is a Nevada corporation, incorporated on October 31, 2007. The Company is currently a development stage enterprise, as defined by Accounting Standards Codification ASC 915 "Development Stage Entities" formerly Statement of Financial Accounting Standard ("SFAS") No. 7 "Accounting and Reporting for Enterprises in the Development Stage". The Company's office is located in Hong Kong, China and its principal business will include trading of electronic components, recycling scrap and electronic Printed Circuit Boards ("PCB"), and the establishment of recycling operations in Asia and in the USA.


On March 25, 2008, the Company commenced its operations in the recycling business by entering into a non-exclusive contract to license a proprietary PCB recycling license technology and has begun the evaluation of this technology. In October 2009, the technology agreement expired.

The Company is now evaluating other recycling technologies and pursuing the trading of electronic materials, components and PCBs.


2.


UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN


The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generated modest revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.


As of June 30, 2011, the Company has generated modest revenue of $11,295 and has incurred an accumulated deficit since inception totaling $56,380 at June 30, 2010 and $66,303 at June 30, 2011 and its current liabilities for the relevant fiscal year ended 2010 and 2011 exceed its current assets by $19,280 and $29,203. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern.

F-7


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS


Basis of Presentation


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the U.S. Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto for the year ended June 30, 2011. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended June 30, 2011 included in the Company Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position and results of operations for the interim period presented have been included. Operating results for the interim period are not necessary indicative of the results that may be expected for the respective full year.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Principals of Consolidation


The consolidated financial statements for the year ended June 30, 2011 include the financial statements of the Company and its wholly owned subsidiary Waytop Asia Pacific Limited. The results of subsidiary acquired or sold during the period are consolidated from their effective dates of acquisition or through their effective dates of disposition, respectively.


All significant inter-company transactions and balances have been eliminated on consolidation.


Place of

Attributable
Name of Company Incorporation Interest
Waytop Asia Pacific Limited Hong Kong 100%

F-8


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

3.

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


Basic and Diluted Net Income (Loss) Per Share


The Company computes net income (loss) per share in accordance with ASC 260 "Earnings Per Share" formerly SFAS No. 128, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.


Fair Value of Financial Instruments


FASB ASC 820 (formerly SFAS No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.


These tiers include:

*

Level 1 - defined as observable inputs such as quoted prices in active markets;

*

Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

*

Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.


The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, notes receivable, other receivables, advances to suppliers, accounts payable, notes payable, other payables and accrued expenses and advances from customers, approximate their fair values because of the short maturity of these instruments.


Accounting guidance on fair value measurement and disclosures permits entities to choose to measure many financial instruments and certain other items at fair value. It was effective for fiscal year beginning July1, 2009. Upon its adoption and at this time, we do not intend to reflect any of our current financial instruments at fair value (except that we are required to carry our derivative financial instruments at fair value). However, we will consider the appropriateness of recognizing financial instruments at fair value on a case by case basis in future periods.


Cash and Cash Equivalents


The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

F-9


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

3.

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


Income Tax


Deferred tax assets and liabilities are recognized for the future tax consequence attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse.The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.


The Company uses FASB ASC 740 (formerly FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes("FIN 48")). - AN INTERPRETATION OF FASB STATEMENT NO. 109, ACCOUNTING FOR INCOME TAXES.The Interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.Under FASB ASC 740, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.FASB ASC 740 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.At June 30, 2011 and 2010, the Company did not have a liability for unrecognized tax benefits.


Foreign Currency Translation


The Company's functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 "Foreign Currency Translation" formerly
SFAS No. 52, "Foreign Currency Translation" using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Hong Kong dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

F-10


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

3.

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


Stock-based compensation


Share-based compensation includes 1) stock options and common stock awards granted to employees and directors for services, and are accounted for under FASB ASC 718 "Compensation - Stock Compensation", and 2) warrants and common stock awards granted to consultants which are accounted for under FASB ASC 505-50 "Equity-Based Payment to Non-employees".

All grants of common stock awards and stock options/warrants to employees, directors and consultants are recognized in the financial statements based on their grant date fair values. The Company has elected to recognize compensation expense using the straight-line method for all common stock awards and stock options/warrants granted with service conditions that have a graded vesting schedule, with a corresponding charge to additional paid-in capital.

The Company estimates fair value of common stock awards based on the number of shares granted and the quoted price of the Company's common stock on the date of grant.


Issuance of shares for service


The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.


Revenue Recognition


The Company recognizes its revenue in accordance with the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No.104, "Revenue Recognition in Financial Statements" ("SAB104"). Revenue is recognized upon shipment, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer or services have been provided, fees are fixed or determinable and collection of the related receivable is reasonably assured. Revenue is recorded net of estimated product returns, which is based upon the Company's return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience.

F-11


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

3.

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


Recent Pronouncements


In July 2010, the FASB issued ASU 2010-20 an accounting update to provide guidance to enhance disclosures related to the credit quality of a company's financing receivables portfolio and the associated allowance for credit losses ("FASB ASC Topic 310"). Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its allowance for credit loss with the objective of facilitating users' evaluation of the nature of credit risk inherent in the company's portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. The revised disclosures as of the end of the reporting period are effective for the Company beginning in the second quarter of fiscal 2011, and the revised discourses related to activities during the reporting period are effective for the Company beginning in the third quarter of fiscal 2011. The adoption of such standard did not have a material impact on the Company's consolidated financial statements and disclosures.


In December 2010, the FASB issued ASU 2010-28 an accounting pronouncement related to intangibles - goodwill and other ("FASB ASC Topic 350"), which requires a company to consider whether there are any adverse qualitative factors indicating that an impairment may exist in performing step 2 of the impairment test for reporting units with zero or negative carrying amounts. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption. We will adopt this pronouncement for our fiscal year beginning July 1, 2011. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29 an accounting pronouncement related to business combinations ("FASB ASC Topic 815"), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. It also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements

In January 2011, the FASB issued ASU 2011-01 an accounting pronouncement related to receivables ("FASB ASC Topic 310"). The amendments in this update temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

F-12


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

3.

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


Recent Pronouncements (continued)


The FASB has issued Accounting Standards Update (ASU) No. 2011-02, Receivables (Topic 310): A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The FASB believes the guidance in this ASU will improve financial reporting by creating greater consistency in the way GAAP is applied for various types of debt restructurings.

The ASU clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings.

In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. The amendments to FASB Accounting Standards Codification? (Codification) Topic 310, Receivables, clarify the guidance on a creditor's evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties.

For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. For nonpublic entities, the amendments to the Codification in the ASU are effective for annual periods ending on or after December 15, 2012, including interim periods within those annual periods. Early application is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2011-03, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements. The ASU is intended to improve financial reporting of repurchase agreements ("repos") and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity.


In a typical repo transaction, an entity transfers financial assets to a counterparty in exchange for cash with an agreement for the counterparty to return the same or equivalent financial assets for a fixed price in the future. FASB Accounting Standards Codification? (Codification) Topic 860, Transfers and Servicing, prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repo agreements. That determination is based, in part, on whether the entity has maintained effective control over the transferred financial assets.

The amendments to the Codification in this ASU are intended to improve the accounting for these transactions by removing from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets. The guidance in the ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted.

F-13


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

3.

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


Recent Pronouncements (continued)


The FASB has issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term "fair value." The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs.


The FASB has issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the FASB Accounting Standards Codification? (Codification) to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.


ASU 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Early adoption is permitted.


The FASB has issued Accounting Standards Update (ASU) No. 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of more than 50%.

ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

F-14


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

4.

COMMON STOCK


As of June 30, 2011, the Company has 75,000,000 shares authorized and 6,510,000 shares issued and outstanding.


5.


RELATED COMPANY TRANSACTIONS


During the period from October 31, 2007 (inception) to June 30, 2011 the Director subscribed for 4,000,000 shares in the Company at $0.001 per share for a total amount of $4,000.


On March 31, 2008, the President and major shareholder of the Company loaned $8,000 to the Company for working capital. The loan is unsecured, payable on March 31, 2009 and bears interests at 10% per annum. On March 30, 2009, this loan was renewed with the principle of $8,800 and was further extended until March 31, 2010. The loan was repaid in full in March 2010.


On July 22, 2009, a former Director of the Company subscribed 1,250,000 shares in the Company for $25,000.

On April 30, 2010, Mr. Burney sold all his shares to the Company's President, Mr. Xiong Xu.

F-15


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007
(INCEPTION) TO JUNE 30, 2011
(Stated in US Dollars)

6.

INCOME TAXES


No provision was made for income tax for the period from October 31, 2007 (Inception) to June 30, 2011 as the Company and its subsidiary had operating losses. For the period from October 31, 2007 (Inception) to June 30, 2011, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $35,925 and $30,378, respectively. Total net operating losses carried forward at June 30, 2011, (i) for Federal and State purposes were $35,925 and $35,925, respectively and (ii) for its entities outside of the United States were $30,378 for the period from October 31, 2007 (Inception) to June 30, 2011. The net operating loss carry-forward may be used to reduce taxable income through the year 2026. The availability of the Company's net operating loss carry-forwards is subject to limitation if there is a 50% or more change in the ownership of the Company's stock.


There was no significant difference between reportable income tax and statutory income tax. The gross deferred tax asset balance as of June 30, 2011 was approximately $10,526 of which $5,388 was for US federal income tax and $5,138 was for Hong Kong income tax. A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry-forwards cannot reasonably be assured.


As reconciliation between the income taxes computed at the United States and Hong Kong statutory rate and the Group's provision for income taxes is as follows:


June 30, 2011

$

United States federal income tax rate

15%

Valuation allowance-US federal income tax

(15%)

--------------

Provision for income tax

-

========

Hong Kong statutory rate

16.5%

Valuation allowance - Hong Kong Rate

(16.5%)

-------------

Provision for income tax

-

========


The Company did not have any interest and penalty recognized in the income statements for the year ended June 30, 2011 and 2010 or balance sheet as of June 30, 2011 and 2010. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company's 2008, 2009 and 2010 U.S. Corporation Income Tax Return are subject to U.S. Internal Revenue Service examination and the Company's 2009/2010/2011 Hong Kong Corporation Profits Tax Return filing are subject to Hong Kong Inland Revenue Department examination.


7.


SUBSEQUENT EVENTS


The Company has evaluated all other subsequent events through October 7, 2011 the date these consolidated financial statements were issued, and determined that there were no other subsequent events or transactions that require recognition or disclosures in the financial statements.

F-16