Attached files
file | filename |
---|---|
EX-31 - EXHIBIT 31.1 - OAKRIDGE INTERNATIONAL CORP | ex311-093013oak.htm |
EX-31 - EXHIBIT 31.2 - OAKRIDGE INTERNATIONAL CORP | ex312-093013oak.htm |
EX-32 - EXHIBIT 32.1 - OAKRIDGE INTERNATIONAL CORP | ex321-093013oak.htm |
EX-32 - EXHIBIT 32.2 - OAKRIDGE INTERNATIONAL CORP | ex322-093013oak.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 September 30, 2013 |
[ ] | 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: 1-35640
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
98-0648307 |
(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 November 12, 2013 was 6,510,000 shares of Common Stock, $0.001 par value. |
INDEX
Page |
||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Consolidated Balance Sheets- September 30, 2013 and June 30, 2013 (Unaudited) | 2 |
|
Consolidated Statements of Operations - Three Months ended September 30, 2013 and 2012 and from October 31, 2007 (Inception) to September 30, 2013 (Unaudited) | 3 |
|
Consolidated Statements of Cash Flows - Three Months ended September 30, 2013 and 2012 and from October 31, 2007 (Inception) to September 30, 2013 (Unaudited) | 4 |
|
Notes to Consolidated Financial Statements (Unaudited) | 5 |
|
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 6-11 |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 11 |
Item 4. | Controls and Procedures | 11-12 |
PART II. OTHER INFORMATION | ||
Item 1 | Legal Proceedings | 13 |
Item 1A | Risk Factors | 13 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
Item 3 | Defaults Upon Senior Securities | 13 |
Item 4 | (Removed and Reserved) | 13 |
Item 5 | Other Matters | 13 |
Item 6. | Exhibits | 13 |
SIGNATURES | 14 |
1
PART I - FINANCIAL INFORMATION
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED BALANCE SHEETS |
(UNAUDITED) |
|
|
|||
ASSETS | ||||
Current assets: | ||||
Cash and cash equivalents | $ 18,110 |
$ 10,913 |
||
Total assets | $ 18,110 |
$ 10,913 |
||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Current liabilities: | ||||
Accrued expenses | $ 13,500 |
$ 4,651 |
||
Amount due to related parties | 283,057 |
257,415 |
||
Total current liabilities | 296,557 |
262,066 |
||
Stockholders' deficit: | ||||
Common stock, $0.001 par value, 75,000,000 shares authorized; 6,510,000 shares issued and outstanding |
6,510 |
6,510 |
||
Additional paid-in capital | 30,590 |
30,590 |
||
Deficit accumulated during the development stage | (315,547) |
(288,253) |
||
Total stockholders' deficit | (278,447) |
(251,153) |
||
Total liabilities and stockholders' equity | $ 18,110 |
$ 10,913 |
||
See accompanying notes to the unaudited consolidated financial statements.
2
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
THREE MONTHS ENDED
SEPTEMBER 30, 2013 AND 2012 AND |
(UNAUDITED) |
October 31, 2007 |
||||||
Three Months Ended |
(Inception) to |
|||||
September 30, |
September 30, |
|||||
2013 |
2012 |
2013 |
||||
Net revenues | $ - |
$ - |
$ 11,295 |
|||
Cost of revenues | - |
- |
10,821 |
|||
Gross profit | - |
- |
474 |
|||
General and administrative expenses | 27,294 |
67,658 |
318,300 |
|||
Loss from operations | (27,294) |
(67,658) |
(317,826) |
|||
Other income (expenses): | ||||||
Gain on disposal of subsidiary | - |
- |
2,279 |
|||
Net loss | $ (27,294) |
$ (67,658) |
$ (315,547) |
|||
Weighted average shares outstanding - basic and diluted | 6,510,000 |
6,510,000 |
||||
Net loss per share - basic and diluted | $ (0.00) |
$ (0.01) |
||||
See accompanying notes to the unaudited consolidated financial statements.
3
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
THREE MONTHS ENDED
SEPTEMBER 30, 2013 AND 2012 AND |
(UNAUDITED) |
Three Months Ended |
October 31, 2007 |
||||
September 30, |
(Inception) to |
||||
2013 |
2012 |
September 30, 2013 |
|||
Cash Flows from Operating Activities: | |||||
Net Loss | $ (27,294) |
$ (67,658) |
$ (315,547) |
||
Adjustments to
reconcile net loss to net cash used in operating activities: |
|||||
Common stock issuance for services | - |
- |
25,000 |
||
Changes in operating assets and liabilities: | |||||
Accrued expenses | 8,849 |
500 |
13,500 |
||
Other payable | - |
70,748 |
- |
||
|
- |
(3,590) |
127,415 |
||
Net Cash Used in Operating Activities | (18,445) |
- |
(149,632) |
||
Cash Flows from Financing Activities: | |||||
Advances from related parties | 25,642 |
- |
155,642 |
||
Proceeds from sale of common stock | - |
- |
12,100 |
||
Net Cash Provided by Financing Activities | 25,642 |
- |
167,742 |
||
Increase in cash | 7,179 |
- |
18,110 |
||
Cash - beginning of period | 10,913 |
117 |
- |
||
Cash - end of period | $ 18,110 |
$ 117 |
$ 18,110 |
||
Supplemental Disclosures of Cash Flow Information: | |||||
Interest paid | $ - |
$ - |
$ 1,680 |
||
Income taxes paid | - |
- |
- |
||
See accompanying notes to the unaudited consolidated financial statements
4
OAKRIDGE INTERNATIONAL CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE FINANCIAL STATEMENTS |
(UNAUDITED) |
1. |
BASIS OF PRESENTATION |
|
2. |
GOING CONCERN |
|
|
|
3. |
COMMON STOCK |
From inception through September 30, 2013, the Company issued an aggregate of 4,500,000 shares to founders for cash of $4,500, issued 760,000 shares for cash of $7,600 and issued 1,250,000 shares for services valued at $25,000. |
4. |
RELATED PARTY TRANSACTIONS |
|
5
|
Forward-Looking Statements |
|
|
Critical Accounting Policy and Estimates |
|
6
Operation Overview |
Business of the Issuer |
Oakridge International Corporation was 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 was to own facilities in Australia and or Hong Kong for the waste management and recovering of raw materials from electronic printed circuit boards and other electronic products and components. However due to the capital requirement to roll out this business, the management of the Company has determined to focus on the sourcing, marketing and trading of consumer electronics products which requires less capital. The Company will review its environmental services business when the Company has adequate resources to pursue this business. |
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 our then wholly owned subsidiary as an official reseller for a waste packing system in China for until the end of 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 by the end of 2011. |
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, 2013. We have incurred losses since our inception. |
For the three months ended September 30, 2013, we did not earn any revenue. The Group continued in focusing on the sourcing, marketing and trading of consumer electronics business. A summary of our future plans is described below. |
General |
The Company intends to source, imports, markets, sells a variety of consumer electronic products to international markets under our own brand names or under our customers?brand names. The intended products include 4K TVs, 3D TVs, mobile devices, computer monitors, computer accessories products such as thumb drives, computer mouse, etc. |
The Company intends to work with design house to secure innovative products for marketing and distribution in the international markets. |
The Company further intends to try to secure by either acquisition or through licensing programs, international brands for our high end electronic products. |
7
Build Up of Future Operational Infrastructure |
The Company believes it should build up its business operations so that it will possess an advantage over its competitors due to the combination of: i) having a recognition brand ii) company sourcing of innovative products from design house iii) an infrastructure with experienced personnel in servicing and providing logistic support for mass merchant channels. The Company intends to build up its core competencies in sourcing innovative designs and products to offer a broad variety of current and new consumer electronic products to customers. In addition, the Company intends to enter into brand licensing arrangements to use trade names and trademarks on products to earn higher profit margin on the products. The Company will seek to enter into distribution agreements that leverage the branded products and utilize the logistical and sourcing infrastructures for products that are more efficiently marketed through these agreements. The Company intends to evaluate potential licenses and distribution agreements. The Company's new core business will consists of selling, distributing, and licensing various low to high priced consumer electronic products in various categories. It is planned that a substantial portion of the Company's marketing and sales efforts are concentrated in the Asia Pacific and Europe region, although we also sell our products in certain other international regions. |
Marketing and Growth Strategy |
The Company believes growth opportunities exist through the implementation of the following: |
* |
source innovative consumer electronic products by securing product designs; | |
* |
create distribution channels for customers offering branded products; | |
* |
focus on penetration into the markets with multiple branded products offered and sold; | |
* |
expansion of the Company's customer base in the Asia Pacific region through our contacts and relationship of our directors and outside sales representative organizations; |
|
* |
development of the Company's direct to consumer sales channel, primarily through the development of our website; and |
|
* |
expansion through strategic mergers with and acquisitions of other businesses. |
|
A principal component of the Company's growth strategy is to build a global recognition of its sourcing services, and brand names and reputation for quality and cost competitive products to aggressively promote its products within its targeted markets. The Company believes that it will be able to compete more effectively by applying innovative approaches to its product lines and augmenting its product lines with complementary products. The Company intends to pursue such plans either independently or through relationships with other companies as well as license arrangements, distributorship agreements and joint ventures. |
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: |
* |
Sourcing of innovative and competitive electronic products from design houses | |
* |
Securing reliable and quality manufacturers | |
* |
Securing customers for our products | |
* |
Securing and entering into brands and licensing arrangements |
8
Competition |
The Company will compete in the all priced sector of the consumer electronics market. We estimate that the Company has several dozen competitors that are manufacturers and/or distributors, many of which are much larger and have greater financial resources than the Company. The Company competes primarily on the basis of: |
* |
reliability | |
* |
quality | |
* |
price | |
* |
design | |
* | quality of service and support provided to retailers and their customers |
Product Liabilities and Insurance |
The Company intends to take out insurance coverage for its products and business operations, however, any claims substantially in excess of the Company's insurance coverage, or any substantial claim not covered by insurance, would have a material adverse effect on the Company's financial condition and results of operations. |
Warranties |
|
9
Twelve Months Operating Plan |
Our financial plan is to obtain sufficient funding for the trading and marketing services for consumer electronic products. The trading of the consumer electronic products requires funding of about US$1,000,000 to buy consumer electronics and selling to our customers. The working capital funding is expected to be US$350,000. We will seek to raise development and operation funds for the next twelve months by equity offering to support these plans. In addition, management is seeking strategic investors and partners to support our business. |
|
|
|
We currently do not expect there will be any additional costs and effects of compliance with environmental laws in our current plan of operation |
Employees |
|
Results of Operations |
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2013, THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2012 AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO SEPTEMBER 30, 2013 |
REVENUES |
For the period from October 31, 2007 (date of inception) to September 30, 2013, the Company realized revenue of $11,295, incurred a cost of revenue of $10,851 and achieved a gross profit of $474. |
OPERATING EXPENSES |
For the period from October 31, 2007 (date of inception) to September 30, 2013, the accumulated gross profit was $474, and our total operating expenses were $318,300, all of which were selling, general and administrative expenses. We incurred a gain on disposal of subsidiary of $2,279, resulting in an accumulated net loss to our shareholders for the period ended September 30, 2013 of $315,547. |
10
Liquidity and Capital Resources |
We do not have sufficient resources to accomplish our business plans. As of September 30, 2013, we had $18,110 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 $27,294 for the three months ended September 30, 2013 and an accumulated net loss of $315,547 for the period from October 31, 2007 (inception) to September 30, 2013. 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. |
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, 2013, 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. |
11
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, 2013. 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, 2013 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. |
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 period ended September 30, 2013 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. |
12
PART II. OTHER INFORMATION |
Item 1. 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 |
|
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 |
13
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: November 13, 2013 |
OAKRIDGE INTERNATIONAL CORPORATION |
||
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 | |
14