Attached files
file | filename |
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EX-32 - OAKRIDGE INTERNATIONAL CORP | ex322-063012oak.htm |
EX-31 - OAKRIDGE INTERNATIONAL CORP | ex312-063012oak.htm |
EX-32 - OAKRIDGE INTERNATIONAL CORP | ex321-063012oak.htm |
EX-31 - OAKRIDGE INTERNATIONAL CORP | ex311-063012oak.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, 2012 | |
[ ] | 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: 333-152312
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
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(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
Suite 5, Level 2, Malcolm Reid Building, 187 Rundle Street, Adelaide SA 5000, Australia |
n/a |
(Address of Principal Executive Offices) |
(Zip Code) |
Tel: +618-8120 0248 Fax: +618-8312 0248
(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: |
Name of each exchange on which registered: |
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 July 10, 2012, the number of shares held by non-affiliates of the registrant was 710,000 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. |
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FORWARD-LOOKING STATEMENTS |
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TABLE OF CONTENTS
PART I |
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ITEM 1. |
Business |
1 |
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ITEM 1A. |
Risk Factors |
4 |
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ITEM 1B. |
Unresolved Staff Comments |
13 |
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ITEM 2. |
Properties |
13 |
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ITEM 3. |
Legal Proceedings |
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ITEM 4. |
Mine Safety Disclosures |
13 |
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ITEM 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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ITEM 6. |
Selected Financial Data |
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ITEM 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operation |
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ITEM 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
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ITEM 8. |
Financial Statements and Supplementary Data |
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ITEM 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
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ITEM 9A |
Controls and Procedures |
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ITEM 9B. |
Other Information |
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Item 10 |
Directors, Executive Officers and Corporate Governance |
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Item 11 |
Executive Compensation |
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Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14 |
Principal Accounting Fees and Services |
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ITEM 15 |
Exhibits, Financial Statement Schedules |
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SIGNATURES |
27 |
PART I |
ITEM 1. BUSINESS. |
Operation Overview |
Business of the Issuer |
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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. |
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Raw Materials Recovery from Printed Circuit Boards |
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Recycle Process and Technology |
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1
Trading of PCB Materials and Electronic Components |
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Waste Packing System |
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* |
Sourcing of electronic PCBs from recycling centers and scrap PCBs from PCB factories |
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Locating customers for the raw materials recovered from this recycling technology |
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Searching facilities for processing these materials |
Products and Services |
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Market |
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Competition |
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 |
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If we do not obtain additional financing, our business will fail. |
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If we are not able to obtain agreements with suppliers of scrap PCBs or other electronic materials, our business will fail. |
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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. |
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5
Our management team is currently not earning salary or receiving expenses, which may affect the implementation of our business plan. |
Mr. Unerkov, our CFO, and Mr. Ku, our CEO. Mr. Unerkov and Mr. Ku anticipate that during the next 12 months they will devote approximately 30% and 30%, respectively, of their time to our business, also in an unpaid capacity. Mr. Unerkov and Mr. Ku may not be able to devote the time necessary to our business to assure successful implementation of our business plan. |
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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. |
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7
If environmental regulation or enforcement is relaxed, the demand for our services will decrease. |
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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. |
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9
Sales of our common stock under Rule 144 could reduce the price of our stock. |
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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. |
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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. |
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ITEM 1B. UNRESOLVED STAFF COMMENTS |
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PART II |
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Stock Options |
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A registrant that qualifies, as a smaller reporting company is not required to provide the information required by this item. |
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
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Twelve Months Operating Plan |
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Financing |
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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. |
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Operations - Hong Kong |
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Operations - Australia |
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Research and Development |
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Costs and Effects of Compliance with Environmental Laws |
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Employees |
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Results of Operations |
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For the year ended June 30, 2011 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, 2012, the Company realized revenue of $11,295, incurred a cost of revenue of $10,821 and achieved a gross profit of $474. |
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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 period from October 31, 2007 (date of inception) to June 30, 2012, the accumulated gross profit was $474, and our total operating expenses were $120,359, all of which were selling, general and administrative expenses. We incurred a gain on disposal of subsidiary of $2,279. We also had $1,680 in interest expense, resulting in an accumulated net loss to our shareholders for the period ended June 30, 2012 was $119,286. |
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Liquidity and Capital Resources |
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Consolidated Financial Statements |
Please see page F-1 through F-15 of this Form 10-K. |
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
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ITEM 9A. CONTROLS AND PROCEDURES. |
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Internal Control over Financial Reporting |
(a)Management's Annual Report on Internal Control Over Financial Reporting |
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We are in the process of developing and implementing remediation plans to address our material weaknesses. |
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Management has identified specific remedial actions to address the material weaknesses described above: |
* |
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Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate. |
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Changes in Controls and Procedures |
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Attestation Report of the Registered Public Accounting Firm |
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ITEM 9B. OTHER INFORMATION. |
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. |
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Position |
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Sau Shan KU |
44 |
Director, Chairman, Chief Executive Officer, Treasurer and Secretary |
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Con UNERKOV |
43 |
Director, Chief Financial Officer |
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There is no family relationship among the directors of the Company. |
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ITEM 11. EXECUTIVE COMPENSATION. |
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Non-qualified |
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Non-Equity |
Deferred |
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Year |
Stock |
Option |
Incentive Plan |
Compensation |
All Other |
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Name and |
Ended |
Salary |
Bonus |
Awards |
Awards |
Compensation |
Earnings |
Compensation |
Total |
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Principal Position |
June 30 |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
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________________ |
________ |
______ |
_______ |
_______ |
______ |
____________ |
___________ |
____________ |
_____ |
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Mr. Xiong Xu1 |
2012 |
- |
- |
- |
- |
- |
- |
- |
- |
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2011 |
5,000 |
- |
- |
- |
- |
- |
- |
5,000 |
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Mr. Sau Shan Ku 2 |
2012 |
- |
- |
- |
- |
- |
- |
- |
- |
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2011 |
- |
- |
- |
- |
- |
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- |
- |
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Mr. Con Unerkov3 |
2012 |
- |
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- |
- |
- |
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- |
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1. |
Mr. Xiong Xu was President and Chief Executive Officer and Director of Oakridge effective from February 18, 2010 to May 4, 2012. |
2. | Mr. Sau Shan Ku is Chairman, Treasurer, Secretary, Chief Executive Officer, and Director of Oakridge. |
3. | Mr. Con Unerkov was appointed our Director on May 4, 2012 and became our CFO on May 18, 2012. |
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OUTSTANDING EQUITY AWARDS AT JUNE 30, 2012 |
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Name |
Number of securities underlying unexercised options (#) Exercisable |
Number of securities underlying unexercised options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities underlying unexercised unearned options (#) |
Option exercise price ($) |
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 (#) |
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_________ |
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________ |
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_________ |
________ |
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Xiong Xu1 | - |
- |
- |
- |
- |
- |
- |
- |
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Sau Shan Ku2 | - |
- |
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- |
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- |
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Con Unerkov3 | - |
- |
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- |
- |
- |
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1. |
Mr. Xiong Xu was President and Chief Executive Officer and Director of Oakridge effective from February 18, 2010 to May 4, 2012. |
2. | Mr. Sau Shan Ku is Chairman, Treasurer, Secretary, Chief Executive Officer, and Director of Oakridge. |
3. | Mr. Con Unerkov was appointed our Director on May 4, 2012 and became our CFO on May 18, 2012. |
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Name |
Fees Earned or Paid in Cash |
Stock Awards |
Option Awards |
Non-Equity Incentive Plan Compensation |
Nonqualified Deferred Compensation Earnings |
All Other Compensation |
Total |
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___________ |
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__________ |
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Xiong Xu 1 | - |
- |
- |
- |
- |
- |
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Sau Shan Ku2 | - |
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- |
- |
- |
- |
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Con Unerkov3 | - |
- |
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1. |
Mr. Xiong Xu was President and Chief Executive Officer and Director of Oakridge effective from February 18, 2010 to May 4, 2012. |
2. | Mr. Sau Shan Ku is Chairman, Treasurer, Secretary, Chief Executive Officer, and Director of Oakridge. |
3. | Mr. Con Unerkov was appointed our Director on May 4, 2012 and became our CFO on May 18, 2012. |
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERAS. |
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Name | Security |
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Percentage |
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Shuet Ping LEUNG of Block C, Flat 6, 30th Floor, Mount Lodge, Quarry Bay, Hong Kong | Common |
1,800,000 |
27.65% |
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Ying Chiu Herbert LEE of 15/F., Siu On Centre, 188 Lockhart Road, Wanchai, Hong Kong | Common |
4,000,000 |
61.44% |
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All executive officers and directors as a group [2 persons] | Common |
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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; |
* |
Prior to being appointed as a Director, President and CEO of the Company, Mr. Michael 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 former Director, President, and CEO; and |
* |
On May 4, 2012, Mr. Xu tendered his resignation to all his positions in the Company, and on the same day sold all his 1,250,000 shares to Intek Solutions Pty. Limited, which is wholly owned by Mr. Con Unerkov, our current Director and CFO. On June 19, 2012 Intek sold all its shares in the Compamy to Mr. Shuet Ping Leung. |
* |
On June 19, 2012 Mr. Sau Shan Ku sold all his shares to Mr. Herbert Ying Chiu Lee who became the new controlling shareholder of the Company. |
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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; |
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Any person proposed as a nominee for election as a director; |
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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 |
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Any member of the immediate family of any of the foregoing persons. |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
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PART IV
ITEM 15. EXIBITS, FINANCIAL STATEMENT SCHEDULES |
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Table of Contents |
Report of Independent Registered Public Accounting Firm - Albert Wong & Co. LLP. |
Consolidated Financial Statements: |
Consolidated Balance Sheet as of June 30, 2012 and 2011 |
Consolidated Statements of Operations for the years ended June 30, 2012 and 2011 and from October 31, 2007 (Inception) to June 30, and 2012 |
Consolidated Statements of Stockholders' Equity/(Deficits) - From October 31, 2007 (Inception) to June 30, 2012. |
Consolidated Statements of Cash Flows for the years ended June 30, 2012 and 2011 and from October 31, 2007(Inception) to June 30, 2012. |
Notes to Consolidated Financial Statements |
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Description |
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Articles of Incorporation (1) |
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Bylaws (1) |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Attached Hereto) |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Attached Hereto) |
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SIGNATURES |
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Oakridge International Corporation |
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a Nevada corporation | |
/s/ Sau Shan Ku | |
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Sau Shan Ku | |
Chief executive officer | |
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By: |
/s/ Con Unerkov |
July 13, 2012 |
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Con Unerkov | ||
Its: | CFO | |
By: | /s/ Sau Shan Ku | |
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Sau Shan Ku | ||
Its: | Treasurer, Secretary, CEO, President |
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Oakridge International Corporation and Subsidiary |
Consolidated Financial Statements |
For the Year Ended June 30, 2012 |
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Report of Independent Registered Public Accounting Firm - Albert Wong & Co. LLP |
F-1 |
Consolidated Financial Statements: |
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Consolidated Balance Sheet as of June 30, 2012 and 2011 |
F-2 |
Consolidated Statements of Operations for the years ended June 30, 2012 and 2011 and from October 31, 2007 (Inception) to June 30, 2012 |
F-3 |
Consolidated Statements of Stockholders' Deficit - From October 31, 2007 (Inception) to June 30, 2012 |
F-4 |
Consolidated Statements of Cash Flows for the years ended June 30, 2012 and 2011 and from October 31, 2007 (Inception) to June 30, 2012 |
F-5 |
Notes to Consolidated Financial Statements |
F-6 to F-15 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors |
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CERTIFIED PUBLIC ACCOUNTANTS |
New York, New York |
July 13, 2012 |
F-1
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED BALANCE SHEET |
AS OF JUNE 30, 2012 AND 2011 |
(Stated in US Dollars) |
Note |
June 30, |
June 30, |
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2012 |
2011 |
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US$ |
US$ |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
117 |
440 |
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Total assets | 117 |
440 |
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LIABILITIES AND STOCKHOLDERS' DEFICITS |
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Current liabilities: |
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Accrued expenses |
9,650 |
12 ,209 |
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Other payable |
22,524 |
5 ,625 |
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Amount due to director |
129 |
11 ,809 |
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Amount due to related companies |
50,000 |
- |
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Total current liabilities | 82,303 | 29 ,643 | |||
Stockholders' deficits: |
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Common stock, $0.001 par value, 75,000,000 shares authorized; 6,510,000 shares issued and outstanding (2011: 6,510,000) | 4 |
6,510 |
6,510 |
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Additional paid up capital |
4 |
30,590 |
30,590 |
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Deficits accumulated during the development stage |
(119,286) |
( 66,303) |
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Total stockholders' deficits | (82,186) |
(29,203) |
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Total liabilities and stockholders' deficits | 117 |
440 |
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See accompanying notes to the consolidated financial statements
F-2
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE YEAR ENDED JUNE 30, 2012 AND 2011 |
AND FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
For the Period |
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For the Year |
For the Year |
from October 31, |
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Ended |
Ended |
2007 (Inception) |
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June 30, |
June 30, |
to June 30, |
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2012 |
2011 |
2012 |
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US$ |
US$ |
US$ |
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Net revenues | - |
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11,295 |
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Cost of revenues | - |
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10,821 | |||
Gross profits | - |
- |
474 |
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Other general and administrative expenses | 55,262 | 9 ,923 | 120,359 |
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Loss from operations | (55,262) |
(9,923) |
(119,885) |
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Other (expenses) / income | ||||||
Interests | - |
- |
(1,680) |
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Gain on disposal of subsidiary | 2,279 | - | 2,279 | |||
Net loss | (52,983) | ( 9,923) | (119,286) | |||
Weighted average basic and diluted shares outstanding | 6 ,510,000 | 6 ,510,000 | 5,911,637 | |||
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-3
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT |
FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
Deficit |
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accumulated |
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Additional |
during the |
Total |
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Common stock |
paid-in |
development |
stockholders' |
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Shares |
Amount |
capital |
stage |
equity /(deficit) |
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Balance at October 31, 2007 | - |
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(inception) | ||||||||||||
Issuance of founder shares for | ||||||||||||
cash at $0.001 per share - | ||||||||||||
November 30, 2007 | 4,500,000 |
4,500 |
- |
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4,500 |
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Sale of shares for cash at $0.01 | ||||||||||||
per share - March 15, 2008 | 760,000 |
760 |
6,840 |
- |
7,600 |
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Net loss | - |
- |
- |
(6,142) | (6,142) | |||||||
Balance at June 30, 2008 | 5,260,000 |
5,260 |
6,840 |
(6,142) |
5,958 |
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Net loss | - |
- |
- |
(38,689) |
(38,689) |
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Balance at June 30, 2009 | 5,260,000 |
5,260 |
6,840 |
(44,831) |
(32,731) |
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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 | - |
- |
- |
(52,983) | (52,983) | |||||||
Balance at June 30, 2012 | 6,510,000 | 6,510 | 30,590 | (119,286) | (82,186) | |||||||
See accompanying notes to the consolidated financial statements
F-4
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE YEAR ENDED JUNE 30, 2012 |
AND 2010 AND FROM OCTOBER 31, 2007 (INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
For the Period |
||||||
from October 31, |
||||||
For the Year |
For the Year |
2007 |
||||
Ended |
Ended |
(Inception) to |
||||
June 30, 2012 |
June 30, 2011 |
June 30, 2012 |
||||
Cash Flows from Operating Activities: | ||||||
Net Loss | (52,983) |
( 9,923) |
(119,286) |
|||
Adjustments to Reconcile Net Loss to Net Cash Used | ||||||
in Operating Activities: | ||||||
Common stock issuance for services | - |
- |
25,000 |
|||
Changes in Assets and Liabilities: | ||||||
(Decrease) / Increase in Accrued Expenses | (2,559) |
4 ,800 |
9,650 |
|||
Increase/(Decrease) in Other Payable | 16,899 |
- |
22,524 |
|||
(Decrease) / Increase in Amount Due to Director | (11,680) |
5 ,000 |
129 |
|||
Increase in Amount due to Related Companies | 50,000 |
- |
50,000 |
|||
Net Cash Used in Operating Activities | (323) | ( 123) | (11,983) | |||
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 | (323) |
( 123) |
117 |
|||
Cash - Beginning of Period | 440 | 563 | - | |||
Cash - End of Period | 117 |
440 | 117 |
|||
Supplemental Disclosures of Cash Flow Information: | ||||||
Interest Paid | - |
- |
1 ,680 | |||
Income Taxes Paid | - |
- |
- | |||
See accompanying notes to the consolidated financial statements
F-5
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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|
The Company is now evaluating other recycling technologies and pursuing the trading of electronic materials, components and PCBs. |
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F-6
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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|
Place of |
Attributable | ||||
Name of Company | Incorporation | Interest | |||
Waytop Asia Pacific Limited* | Hong Kong | 100% | |||
*Disposed on February 17, 2012 |
F-7
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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* |
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. |
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F-8
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 20 12 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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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-9
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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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. |
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F-10
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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|
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-11
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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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. |
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-12
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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F-13
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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F-14
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND FOR THE PERIOD FROM OCTOBER 31, 2007 |
(INCEPTION) TO JUNE 30, 2012 |
(Stated in US Dollars) |
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$ |
|||
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%) |
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Provision for income tax | - |
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F-15