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EX-32 - EXHIBIT 32.2 - OAKRIDGE INTERNATIONAL CORPex322-093011oak.htm
EX-31 - EXHIBIT 31.1 - OAKRIDGE INTERNATIONAL CORPex311-093011oak.htm
EX-31 - EXHIBIT 31.2 - OAKRIDGE INTERNATIONAL CORPex312-093011oak.htm
EX-32 - EXHIBIT 32.1 - OAKRIDGE INTERNATIONAL CORPex321-093011oak.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10 - Q

[    ]

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

For the quarterly period ended September 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
(Registrant's Telephone Number, Including Area Code)

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

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

Yes [ x ]    No[    ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "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[    ]

The number of common equity shares outstanding as of September 30, 2011 was 6,510,000 shares of Common Stock, $0.001 par value.


INDEX

Page

PART I. FINANCIAL INFORMATION
   Item 1. Financial Statements
Consolidated Balance Sheet- September 30, 2011 (Unaudited)

2

Consolidated Statements of Operations- Three Months ended September 30, 2011, Three Months ended September 30, 2010, and from October 31, 2007 (Inception) to September 30, 2011 (Unaudited)

3

Consolidated Statement of Stockholders' Equity - From October 31, 2007 (Inception) to September 30, 2011 (Unaudited)

4

Consolidated Statement of Cash Flows- Three Months ended September 30, 2011, Three Months ended September 30, 2010, and from October 31, 2007 (Inception) to September 30, 2011 (Unaudited)

5

Notes to Consolidated Financial Statements

6-17

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

18-25

   Item 3. Quantitative and Qualitative Disclosure About Market Risk

26

   Item 4. Controls and Procedures

26

PART II. OTHER INFORMATION
   Item 1 Legal Proceedings

28

   Item 1A Risk Factors

28

   Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

28

   Item 3 Defaults Upon Senior Securities

28

   Item 4 (Removed and Reserved)

28

   Item 5 Other Matters

28

   Item 6. Exhibits

28

SIGNATURES

29

1


PART I - FINANCIAL INFORMATION

OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 2011
(UNAUDITED)
(Stated in US Dollars)


Note


September 30, 2011


June 30, 2011

(Unaudited)

(Audited)

ASSETS

   Current assets:

      Cash and cash equivalents

$

440

$

440

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

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

         Total assets

$

440

$

440

===========

==========

LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities:

      Accrued expenses

$

13,159

$

12,209

      Other payable

5,625

5,625

      Amount due to director

11,809

11,809

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

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

         Total current liabilities

30,593

29,643

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

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

   Stockholders' equity:

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

4

6,510

6,510

      Additional paid up capital

4

30,590

30,590

      Deficit accumulated during the development stage

(67,253)

(66,303)

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

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

      Total stockholders' deficit

(30,153)

(29,203)

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

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

      Total liabilities and stockholders' equity

$

440

$

440

===========

===========

See accompanying notes to the consolidated financial statements

2


OAKRIDGE INTERNATIONAL CORPORATION

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


For the Period

For the Three

For the Three

from October 31,

Months Ended

Months Ended

2007 (Inception)

September 30,

September 30,

to September 30,

2011

2010

2011

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

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

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

Net revenues

$

-

$

-

$

11,295

   Cost of revenues

-

-

10,821

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

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

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

Gross profits

-

-

474

Other general and administrative expenses

950

3,502

66,047

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

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

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

Loss from operations

(950)

(3,502)

(65,573)

Other expenses
Interest-

-

-

1,680

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

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

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

Net loss

$

(950)

$

(3,502)

$

(67,253)

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

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

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

Weighted average basic and diluted shares outstanding

6,510,000

6,510,000

5,796,986

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

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

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

Loss per share - basic and diluted*

$

(0.00)

$

(0.00)

$

(0.01)

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

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

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

*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

3


OAKRIDGE INTERNATIONAL CORPORATION

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


Deficit

accumulated

Additional

during the

Total

Common stock

paid-in

development

stockholders'

Shares

Amount

capital

stage

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, 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)

Net loss

(950)

(950)

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

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

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

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

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

Balance at September 30, 2011

6,510,000

$

6,510

$

30,590

$

(67,253)

(30,153)

=========

=========

=========

=========

========

See accompanying notes to the consolidated financial statements

4


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


For the Period

For the Three

For the Three

from October 31, 2007

Months Ended

Months Ended

(Inception) to

September 30, 2011

September 30, 2010

September 30, 2011

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

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

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

Cash Flows from Operating Activities:

$

$

$

   Net Loss

(950)

(3,502)

(67,253)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Common Stock Issuance for Services

-

-

25,000

   Changes in Assets and Liabilities:

-

-

-

      Increase in Accrued Expenses

950

950

13,159

      Increase in Other Payable

-

-

5,625

      Increase in Amount due to director

-

2,500

11,809

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

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

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

            Net Cash Used in Operating Activities

0

(52)

(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

-

-

12,100

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

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

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

(Decrease) / Increase in Cash

(52)

440

Cash - Beginning of Period

440

563

-

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

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

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

Cash - End of Period

$

440

$

511

$

440

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

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

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

Supplemental Disclosures of Cash Flow Information:
   Interest Paid

$

-

$

$

1,680

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

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

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

   Income Taxes Paid

$

-

$

-

$

-

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

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

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

See accompanying notes to the consolidated financial statements

5


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(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 September 30, 2011, the Company has generated modest revenue of $11,295 and has incurred an accumulated deficit since inception totaling $67,253 at September 30, 2011 and its current liabilities exceed its current assets by $30,153. 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.

6


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(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.


Principles of Consolidation


The consolidated financial statements for the period ended September 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%

7


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(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.

8


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(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.

9


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(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 Commissions ("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.

10


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(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.

11


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(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.

12


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(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.

13


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(Stated in US Dollars)


4.


COMMON STOCK


As of September 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.


6.


INCOME TAXES


No provision was made for income tax for the period from October 31, 2007 (Inception) to September 30, 2011 as the Company and its subsidiary had operating losses. For the period from October 31, 2007 (Inception) to September 30, 2011, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $36,375 and $30,878, respectively. Total net operating losses carried forward at September 30, 2011, (i) for Federal and State purposes were $36,375 and $36,375, respectively and (ii) for its entities outside of the United States were $30,878 for the period from October 31, 2007 (Inception) to September 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 September 30, 2011 was approximately 10,677 of which $5,456 was for US federal income tax and $5,221 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.

14


OAKRIDGE INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
(Stated in US Dollars)


6.


INCOME TAXES (Continued)


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:


September 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 three months ended September 30, 2011 and year ended June 30, 2011 and 2010 or balance sheet as of September 30, 2011 and 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 Corporations 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 March 2, 2012 the date of these consolidated financial statements and determined that save as the disposal of the Company's subsidiary Waytop Asia Pacific Limited at its costs price on February 17, 2012, there were no other subsequent events or transactions that require recognition or disclosures in the financial statements.

15


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


As used in this Form 10-Q, references to the "Company," "we," "our," "us" or "Oakridge" refer to Oakridge International Corporation, unless the context otherwise indicates.


Forward-Looking Statements


This Quarterly Report on Form 10-Q contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.


While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


Critical Accounting Policy and Estimates


Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2011.

16


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 intended 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, we were not successful in the fund raising. Therefore the Letter of Authorization has expired. The Company is now seeking to renegotiate another Letter of Authorization and to explore other environmental services technologies including technologies in the recovery of PCBs.

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

For the three months ended September 30, 2011, we did not earn any revenue. During the period just ended, the Group focused on raising funding for the waste packaging system, and developing a business model for the recycling technology. For this quarter ended, the Company was not successful in raising any capital.

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.

17


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. At the date of this report the Letter of Authorization for reseller had expired on December 31, 2011. The Company is now negotiation on a new reseller agreement and at the date of this report, no agreement has been reached.

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.

18


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 Company is seeking to acquire a process that 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.

19


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.

20


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 30, 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.

21


Results of Operations


FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2011, THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO SEPTEMBER 30, 2011


REVENUES


The Company realized no revenue, no cost of revenue and no gross profit for the three month period ended September 30, 2011. We hope to generate additional revenue when we receive more contracts.

The Company has realized no revenue, no cost of revenue and no gross profit for the three month period ended September 30, 2010.

For the period from October 31, 2007 (date of inception) to September 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 three month period ended September 30, 2011, we had no gross profit and our total operating expenses were $950, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the three month period ended September 30, 2011 was $950.

For the three month period ended September 30, 2010, we had no gross profit and our total operating expenses were $3,502, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the three month period ended September 30, 2010 was $3,502.

For the period from October 31, 2007 (date of inception) to September 30, 2011, the accumulated gross profit was $474, the total operating expenses were $ 66,047 which were all selling, general and administrative expenses, and we had $1,680 in interest expense, resulting in an accumulated net loss to our shareholders of $67,253

24


Liquidity and Capital Resources

We do not have sufficient resources to accomplish our business plans. As of September 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 realized no revenue and incurred a net loss of $950 for the three months ended September 30, 2011 and an accumulated net loss of $67,253 for the period from October 31, 2007 (inception) to September 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.

25


Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Quantitative and Qualitative Disclosures about Market Risk:

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

Off-Balance Sheet Arrangements:

The Company has no off-balance sheet obligations or guarantees and has not historically used special purpose entities for any transactions.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Based upon that evaluation, our Management has concluded that, as of September 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 September 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 September 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.

26


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 September 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.

27


PART II. OTHER INFORMATION


Item 1.
Legal Proceedings.


There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.


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


None.


Item 3.
Defaults Upon Senior Securities.


None.


Item 4.
(Removed and Reserved)


Item 5.
Other Information.


None.


Item 6.
Exhibits


Exhibit No.


Description

3.1

Articles of Incorporation (1)

3.2

Bylaws (1)

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

28


SIGNATURES

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



Dated: March 6, 2012



OAKRIDGE INTERNATIONAL CORPORATION

By:

/s/ Xiong Xu

Name:

Xiong Xu

Title:

President, Director and

Chief Executive Officer

By:

/s/ Sau Shan Ku

Name:

Sau Shan Ku

Title:

Treasurer, Secretary, Director

Chief Financial Officer

29