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EX-31 - EXHIBIT 31.1 - OAKRIDGE INTERNATIONAL CORPex311-020714oak.htm
EX-31 - EXHIBIT 31.2 - OAKRIDGE INTERNATIONAL CORPex312-020714oak.htm
EX-32 - EXHIBIT 32.1 - OAKRIDGE INTERNATIONAL CORPex321-020714oak.htm
EX-32 - EXHIBIT 32.2 - OAKRIDGE INTERNATIONAL CORPex322-020714oak.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, 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

OAKRIDGE INTERNATIONAL CORPORATION

(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 February 5, 2014 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- December 31, 2013 and June 30, 2013 (Unaudited) 2
  Consolidated Statements of Operations - Three Months and Six Months ended December 31, 2013 and 2012 and from October 31, 2007 (Inception) to December 31, 2013 (Unaudited) 3
     
  Consolidated Statements of Cash Flows - Six Months ended December 31, 2013 and 2012 and from October 31, 2007 (Inception) to December 31, 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)

 

  December 31,
2013
  June 30,
2013
ASSETS        
  Current assets:        
    Cash and cash equivalents   $      8,666   $     10,913
      Total assets   $      8,666   $     10,913
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
  Current liabilities:        
    Accrued expenses    $      1,577   $       4,651
    Amount due to related parties   315,693   257,415
      Total current liabilities   317,270   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   (345,704)   (288,253)
  Total stockholders' deficit   (308,604)   (251,153)
         
  Total liabilities and stockholders' deficit   $      8,666   $     10,913
         

See accompanying notes to the unaudited consolidated financial statements.

2


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED DECEMBER 31, 2013 AND 2012 AND

FROM OCTOBER 31, 2007 (INCEPTION) TO DECEMBER 31, 2013

(UNAUDITED)

 

                  October 31, 2007
  Three Months Ended   Six Months Ended   (Inception) to
  December 31,   December 31,   December 31,
  2013   2012   2013   2012   2013
Net revenues $                -   $                -   $                -   $                -   $        11,295
Cost of revenues -   -   -   -   10,821
                   
Gross profit -   -   -   -   474
                   
General and administrative expenses 30,157   66,929   57,451   134,587   348,457
                   
Loss from operations (30,157)   (66,929)   (57,451)   (134,587)   (347,983)
                   
Other income :                  
Gain on disposal of subsidiary -   -   -   -   2,279
                   
Net loss $     (30,157)   $     (66,929)   $     (57,451)   $  (134,587)   $     (345,704)
                   
Weighted average shares outstanding - basic and diluted 6,510,000   6,510,000   6,510,000   6,510,000    
                   
Net loss per share - basic and diluted $       (0.00)   $        (0.01)   $       (0.01)   $        (0.02)    
                   

See accompanying notes to the unaudited consolidated financial statements.

3


OAKRIDGE INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED DECEMBER 31, 2013 AND 2012 AND

FROM OCTOBER 31, 2007 (INCEPTION) TO DECEMBER 31, 2013

(UNAUDITED)

 

  Six Months Ended   October 31, 2007
  December 31,   (Inception) to
  2013   2012   December 31, 2013
           
Cash Flows from Operating Activities:          
   Net Loss  $        (57,451)   $       (134,587)   $       (345,704)

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 (3,074)   (9,150)   1,577
         Accounts payable- related party -   143,737   127,415
           
         Net Cash Used in Operating Activities (60,525)   -   (191,712)
           
Cash Flows from Financing Activities:          
   Advances from related parties 58,278   -   188,278
   Proceeds from sale of common stock -   -   12,100
           
   Net Cash Provided by Financing Activities 58,278   -   200,378
           
Net (decrease) increase in cash  (2,247)   -   8,666
Cash - beginning of period  10,913    117   -
Cash - end of period $            8,666   $                117   $             8,666
           
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

 

  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, 2013. 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, 2013 included in the Company Form 10-K filed with the Securities and Exchange Commission. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the year ended June 30, 2013 as reported in the Form 10K have been omitted. 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.

 

2. GOING CONCERN

 

  The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has 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 debt or equity financing to continue operations and the attainment of profitable operations.

 

  From inception through December 31, 2013, the Company has generated modest revenue of $11,295 and has incurred an accumulated deficit since inception totaling $345,704 at December 31, 2013; and its current liabilities for exceed its current assets by $308,604 as of December 31, 2013. 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

 

3. RELATED PARTY TRANSACTIONS

 

  As of December 31, 2013 and June 30, 2013, the Company has outstanding payables to its President and to Marvel Digital Limited, a company controlled by the President, for cash advances and expenses paid on behalf of the Company. The amounts are unsecured, non-interest bearing, and due on demand. During the six months ended December 31, 2013, the Company received cash advance of $58,278 from the President and Marvel Digital Limited. As of December 31, 2013 and June 30, 2013, the outstanding balance payable to the President was $22,008 and $9,187, respectively.  As of December 31, 2013 and June 30, 2013, the outstanding balance payable to Marvel Digital Limited was $293,685 and $248,228, respectively.

 

5


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 December 31, 2013.

 

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 December 31, 2013. We have incurred losses since our inception.

 

For the three months ended December 31, 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

 

Due to the nature of the consumer electronic products we intend to sell, the Company will periodically subject to product liability claims resulting from personal injuries. The Company may also become involved in various lawsuits incidental to its business. 

 

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

  


The Company intends to offer limited warranties for its consumer electronics products, comparable to those offered to consumers by the Company’s competitors and or offered from the manufacturer, depending on the products and terms of sales. Such warranties typically consist of a one year period, under which the Company pays for labor and parts, or offers a new or similar unit in exchange for a non-performing unit.  

 

9


Twelve Months Operating Plan


Over the next twelve months, our operating plan will be focused on developing our operations in the sourcing of consumer electronic products. Initially we will recruit a sales and marketing team to source popular consumer electronic products and to identify suitable manufacturers for these products. Our marketing team will then try to match these products to our customers.

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.


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

Employees

As of December 31, 2013, we have 6 staff, including our two directors, 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.
Results of Operations

 

FOR THE THREE MONTH PERIOD AND SIX MONTH PERIOD ENDED DECEMBER 31, 2013, THE THREE MONTH AND SIX MONTH PERIOD ENDED DECEMBER 31, 2012 AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO DECEMBER 31, 2013

 

REVENUES

 

For the three months and six months period ended December 31, 2013 and 2012, the Company has realized no revenue and incurred no cost of revenue and no gross profit. We hope to generate additional revenue when we receive more contracts and as we continue to develop the business.

For the period from October 31, 2007 (date of inception) to December 31, 2013, 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 months ended December 31, 2013 and 2012, the Company had incurred no gross profit and our total operating expenses were $30,157 and $66,929, respectively, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the three months ended December 31, 2013 and 2012 was $30,157 and $66,929, respectively.

For the six months ended December 31, 2013 and 2012, the Company had incurred no gross profit and our total operating expenses were $57,451 and $134,587, respectively, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the six months ended December 31, 2013 and 2012 was $57,451 and $134,587, respectively.

For the period from October 31, 2007 (date of inception) to December 31, 2013, the accumulated gross profit was $474, and our total operating expenses were $348,457, 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 December 31, 2013 of $345,704.

10


Liquidity and Capital Resources

We do not have sufficient resources to accomplish our business plans. As of December 31, 2013, we had $8,666 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 $30,157 for the three months ended December 31, 2013 and an accumulated net loss of $345,704 for the period from October 31, 2007 (inception) to December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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.

 

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 1A. Risk Factors

Not Applicable.

 

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

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: February 7, 2014

 

 

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