Attached files
file | filename |
---|---|
EX-31 - EXHIBIT 31.1 - OAKRIDGE INTERNATIONAL CORP | ex311-123112oak.htm |
EX-31 - EXHIBIT 31.2 - OAKRIDGE INTERNATIONAL CORP | ex312-123112oak.htm |
EX-32 - EXHIBIT 32.1 - OAKRIDGE INTERNATIONAL CORP | ex321-123112oak.htm |
EX-32 - EXHIBIT 32.2 - OAKRIDGE INTERNATIONAL CORP | ex322-123112oak.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - Q
[ x ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 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: [ ]
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
------------- |
(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)
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 December 31, 2012 was 6,510,000 shares of Common Stock, $0.001 par value. |
INDEX
Page |
||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Consolidated Balance Sheet- December 31, 2012 (Unaudited) | 2 |
|
Statements of Consolidated Operations- Three Months and Six Months ended December 31, 2012, Three Months and Six Months ended December 31, 2011, and from October 31, 2007 (Inception) to December 31, 2012 (Unaudited) | 3 |
|
Statement of Stockholders' Equity - From October 31, 2007 (Inception) to December 31, 2012 (Unaudited) | 4 |
|
Statement of Consolidated Cash Flows- Six Months ended December 31, 2012, Six Months ended December 31, 2011, and from October 31, 2007 (Inception) to December 31, 2012 (Unaudited) | 5 |
|
Notes to Financial Statements | 6-15 |
|
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 16-23 |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 24 |
Item 4. | Controls and Procedures | 24 |
PART II. OTHER INFORMATION | ||
Item 1 | Legal Proceedings | 26 |
Item 1A | Risk Factors | 26 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
Item 3 | Defaults Upon Senior Securities | 26 |
Item 4 | Mine Safety Disclosures | 26 |
Item 5 | Other Information | 26 |
Item 6. | Exhibits | 26 |
SIGNATURES | 27 |
1
PART I - FINANCIAL INFORMATION
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED BALANCE SHEET |
AS AT DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|||
US$ |
US$ |
||||
(Unaudited) |
(Audited) |
||||
ASSETS | |||||
Current assets: | |||||
Cash and cash equivalents | 117 |
117 |
|||
Total assets | 117 |
117 |
|||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Current liabilities: | |||||
Accrued expenses | 500 |
9,650 |
|||
Other payable | 207,591 |
22,524 |
|||
Amount due to director | 8,799 |
129 |
|||
Amount due to related companies | - |
50,000 |
|||
Total current liabilities | 216,890 |
82,303 |
|||
Stockholders' equity: | |||||
Common stock, $0.001 par value, 75,000,000 shares authorized; 6,510,000 shares issued and outstanding |
4 |
6,510 |
6,510 |
||
Additional paid up capital | 4 |
30,590 |
30,590 |
||
Deficit accumulated during the development stage | (253,873) |
(119,286) |
|||
Total stockholders' deficit | (216,773) |
(82,186) |
|||
Total liabilities and stockholders' equity | 117 |
117 |
|||
See accompanying notes to the financial statements
2
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2012, THREE MONTHS AND SIX MONHTS ENDED DECEMBER 31, 2011, AND FROM OCTOBER 31, 2007 (INCEPTION) TO DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
||||||||||
For the Three |
For the Three |
For the Six |
For the Six |
from October 31, |
||||||
Months Ended |
Months Ended |
Months Ended |
Months Ended |
2007 (Inception) |
||||||
December 31 |
December 31 |
December 31 |
December 31 |
to December 31 |
||||||
2012 |
2011 |
2012 |
2011 |
2012 |
||||||
US$ |
US$ |
US$ |
US$ |
US$ |
||||||
Net revenues | - |
- |
- |
- |
11,295 |
|||||
Cost of revenues | - |
- |
- |
- |
10,821 |
|||||
Gross profits | - |
- |
- |
- |
474 |
|||||
Other general and administrative expenses | 66,929 |
950 |
134,587 |
1,900 |
254,946 |
|||||
Loss from operations | (66,929) |
(950) |
(134,587) |
(1,900) |
(254,472) |
|||||
Other Income: Gain on disposal of subsidiary | 2,279 |
|||||||||
Other expenses | ||||||||||
Interest- | - |
- |
- |
- |
(1,680) |
|||||
Net loss | (66,929) |
(950) |
(134,587) |
(1,900) |
(253,873) |
|||||
Weighted average basic and diluted shares outstanding | 6,510,000 |
6,510,000 |
6,510,000 |
6,510,000 |
5,969,952 |
|||||
Loss per share - basic and diluted* (US$) | (0.00) |
(0.00) |
(0.00) |
(0.00) |
(0.01) |
*Basic and diluted weighted average number
of shares is the same since the Company does not have any dilutive securities
See accompanying notes to the financial statements
3
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY |
FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
||||||||||||
accumulated |
||||||||||||
Additional |
during the |
Total |
||||||||||
Common stock |
paid-in |
development |
stockholders' |
|||||||||
Shares |
Amount |
capital |
stage |
deficit |
||||||||
US$ |
US$ |
US$ |
US$ |
|||||||||
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 $0.02 per share - July 17, 2009 | 1,250,000 |
1,250 |
23,750 |
- |
25,000 |
|||||||
Net loss | - |
- |
- |
(11,549) |
(11,549) |
|||||||
Balance at June 30, 2010 | 6,510,000 |
6,510 |
30,590 |
(56,380) |
(19,280) |
|||||||
Net loss | - |
- |
- |
(9,923) |
(9,923) |
|||||||
Balance at June 30, 2011 | 6,510,000 |
6,510 |
30,590 |
(66,303) |
(29,203) |
|||||||
Net loss | - |
- |
- |
(52,983) |
(52,983) |
|||||||
Balance at June 30, 2012 | 6,510,000 |
6,510 |
30,590 |
(119,286) |
(82,186) |
|||||||
Net loss | - |
- |
- |
(134,587 ) |
(134,587 ) |
|||||||
Balance at December 31, 2012 | 6,510,000 |
6,510 |
30,590 |
(253,873 ) |
(216,773 ) |
|||||||
See accompanying notes to the financial statements
4
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012, THE SIX MONTHS ENDED DECEMBER 31, 2011 AND FROM OCTOBER 31, 2007 (INCEPTION) TO DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
||||||
For the Six |
For the Six |
from October 31, 2007 |
||||
Months Ended |
Months Ended |
(Inception) to |
||||
December 31, 2012 |
December 31, 2011 |
December 31, 2012 |
||||
US$ |
US$ |
US$ |
||||
Cash Flows from Operating Activities: | ||||||
Net Loss | (134,587) |
(1,900) |
(253,873) |
|||
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 | (9,150) |
1,900 |
500 |
|||
Increase in Other Payable | 185,067 |
- |
207,591 |
|||
Decrease in Amount due to related companies | (50,000) |
- |
- |
|||
Increase in Amount due to director | 8,670 |
- |
8,799 |
|||
Net Cash Used in Operating Activities | - |
- |
(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 |
|||
Increase in Cash | - |
117 |
||||
Cash - Beginning of Period | 117 |
440 |
- |
|||
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 financial statements
5
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
1. |
ORGANIZATION |
|
The Company is now evaluating other recycling technologies and pursuing the trading of electronic materials, components and PCBs. On October 18, 2012 the Company received approval from the Financial Industry Regulatory Authority that it has cleared its common stock for quotation on the OTC Bulletin Board. The Company's stock will trade under the symbol OAKO on the OTC Bulletin Board. |
|
|
|
|
6
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|
|
||
|
|
All significant inter-company transactions and balances have been eliminated on consolidation. |
Place of | Attributable | ||||
Name of Company | Incorporation | Interest | |||
Oakridge (Hong Kong) Corporation Limited * | Hong Kong | 100% | |||
* Held through declaration of trust by our Director. |
7
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|
|
|
|
|
* |
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. |
|
|
|
|
8
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|
|
|
9
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
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. |
|
|
|
|
10
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
In August 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-03, Technical Amendments and Corrections to SEC Sections. This ASU amends various SEC paragraphs pursuant to SAB 114, SEC Release No. 33-9250, and ASU 2010-22, which amend or rescind portions of certain SAB Topics. |
|
|
|
11
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|
|
|
|
|
|
12
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|
|
|
|
13
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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: |
14
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|||
$ |
|||
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 | - |
||
|
|
|
|
|
15
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
|
|
|
|
|
16
Operation Overview |
|
|
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. |
|
|
|
On October 18, 2012 the Company received approval from the Financial Industry Regulatory Authority that it has cleared its common stock for quotation on the OTC Bulletin Board. The Company's stock will trade under the symbol OAKO on the OTC Bulletin Board. |
|
|
|
|
17
Trading of PCB Materials and 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 |
|
|
|
|
|
18
Market |
|
|
|
|
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 |
|
|
|
|
|
|
|
|
20
Operations - United States |
|
|
|
|
|
|
|
|
21
Results of Operations |
|
|
The Company realized no revenue, no cost of revenue and no gross profit for the three month period ended December 31, 2011. We hope to generate additional revenue when we receive more contracts. The Company realized no revenue, no cost of revenue and no gross profit for the six month period ended December 31, 2012. We hope to generate additional revenue when we receive more contracts. The Company realized no revenue, no cost of revenue and no gross profit for the six month period ended December 31, 2011. We hope to generate additional revenue when we receive more contracts. For the period from October 31, 2007 (date of inception) to December 31, 2012, the Company realized revenue of $11,295, incurred a cost of revenue of $10,821 and achieved a gross profit of $474. |
|
For the three months period ended December 31, 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 December 31, 2011 was $950. For the six months period ended December 31, 2012, we had no gross profit and our total operating expenses were $ 134,587, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the three month period ended December 31, 2012 was $134,587. For the six months period ended December 31, 2011, we had no gross profit and our total operating expenses were $ 1,900, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the three month period ended December 31, 2011 was $1,900. For the period from October 31, 2007 (date of inception) to December 31, 2012, the accumulated gross profit was $474, the total operating expenses were $254,946 which were all selling, general and administrative expenses, and we had a gain on disposal of subsidiary of $2,279 and a $1,680 in interest expense, resulting in an accumulated net loss to our shareholders of $253,873. |
22
Liquidity and Capital Resources |
|
|
|
|
23
Item 3. Quantitative and Qualitative Disclosures about Market Risk. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
Management has identified specific remedial actions to address the material weaknesses described above: |
|
|
|
* |
Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate. |
|
|
|
25
PART II. OTHER INFORMATION |
|
|
|
|
|
|
Item 4. Mine Safety Disclosures. Not applicable. |
|
|
|
|
|
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 |
26
SIGNATURES |
|
|
|
||
By: |
/s/ Herbert Ying Chiu Lee |
|
Name: |
Herbert Ying Chiu Lee |
|
Title: |
President, Director & Chief Executive Officer |
|
By: |
/s/ Con Unerkov |
|
Name: |
Con Unerkov |
|
Title: |
Treasurer, Secretary, Director & Chief Financial Officer | |
27