On April 11, 2014, Precept Asset Management Limited (“PAML”), which is the investment manager for Precept and which is owned by Stephen J. Barber, our Executive Chairman, CEO and a director, provided us with a letter of support expressing continued support of our operations by Precept and Prescient SP and their intent to facilitate the provision of additional funding as reasonably requested by us through March 31, 2015, at the earliest, and mentioned its majority ownership interest in Leclanché, with whom we executed a Joint Development and Marketing Agreement on April 9, 2014, regarding the development and marketing of our related energy storage products.  For reference to additional information about our Joint Marketing Agreement, see Item 9.01.  Precept, for and on behalf of Prescient SP, from July, 2013, to date, has provided us with approximately $6,760,000 in funding; and Precept, for and on behalf of Precept Fund, has provided us with approximately $2,200,000 in funding.  While PAML, as investment manager, plays an important role as advisor of Precept, the corporate governance mechanism put in place in the investment management agreement between these parties does not allow the investment manager to exercise control over Precept and our shares held by Precept for or on behalf of Prescient SP and Precept Fund. The reason being, that Prince Michael Foundation (“PMF”), through its indirect holding of all of the management shares (voting, non-participating shares) of Precept, is, at any time, ultimately in control over Precept and our shares held by Precept for and on behalf of Prescient SP and Precept Fund. It is particularly noteworthy, that the investment manager has no general power of attorney to vote our shares held by Precept for and on behalf of Prescient SP or Precept Fund at our shareholders’ meetings; instead, for each shareholders’ meeting of Oakridge, the investment manager requires a specific power of attorney, which is granted by resolution of the Board of Directors of Precept (which implies that Precept agrees with the investment manager’s specific suggestion regarding the exercising of the voting rights). In addition, PMF can terminate the investment management agreement with PAML and thereby cut any influence of the investment manager on our shares held by Precept for and on behalf of Prescient SP or Precept Fund.  Mr. Barber personally owns 750,000 shares of our common stock, which were issued subsequent to our initially filed 8-K Current Report dated December 5, 2014.  See Item 9.01.

Effective June 1, 2014, we entered into a Convertible Loan and Investment Agreement dated as of May 30, 2014, with Leclanché (the “Leclanché Loan Agreement”), which was amended on August 5, 2014.  The initial Leclanché Loan Agreement provided for us to loan Leclanché CHF3,000,000 or approximately US$3,355,000 at the then prevailing exchange rates, while the amended Leclanché Loan Agreement provided for us to loan Leclanché CHF5,000,000 or approximately $5,489,895 at the then prevailing exchange rates.  All funds were payable in Swiss Francs; interest accrued on the unpaid balance at the rate of two percent per annum; amounts advanced and accrued interest were payable at the maturity of the loan, which was June 30, 2016; and principal, accrued interest and related fees could be converted by us to purchase shares of Leclanché at CHF1.50.  The Leclanché Loan Agreement also contained customary representations and warranties of the parties and various conditions to the loan advances required of us, among other terms and conditions.  For reference to additional information about the Leclanché Loan Agreement, see Item 9.01.  

On June 19, 2014, Precept, for and on behalf of Prescient SP, advanced Leclanché CHF3,000,000 to fund our required loan amount under the Leclanché Loan Agreement, in anticipation of completing a Private Placement Subscription Agreement (the “Subscription Agreement”) to purchase approximately 16,775,000 shares of our common stock at US$0.20 per share in consideration of such advance of funds.  The CHF3,000,000 was loaned to Precept by Bruellan Corporate Governance Action Fund Walker House, an exempted limited liability company under the Companies Law (as amended) of the Cayman Islands, with its principal place of business at 87 Mary

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The amounts advanced by us (including those advanced by Precept for and on behalf of Prescient SP) under the Leclanché Loan Agreement were secured by Leclanché’s present and future receivables; claims from inter-group loans and bank account claims; all patent and trademark applications; a first ranking lien on 100% of the shares of its Subsidiary (“Leclanché Gmbh”); and although it is was agreed that with respect to all other additional security for the Leclanché Loan Agreement that we and Precept would participate in such additional security on a pro rata basis, relative to Precept’s prior CHF17,000,000 loan to Leclanché and our CHF5,000,000 loan to Leclanché, or the respective amounts outstanding on such loans at any particular time, Precept had converted all of its CHF17,000,000 loan into equity in Leclanché as of June 30, 2014, at a price of approximately CHF1.50 per share, so there was no outstanding loan balance owed by Leclanché; accordingly, we were then the only secured creditor of Leclanché.  This sharing provision was in the initial Leclanché Loan Agreement; and the only material change to the Leclanché Loan Agreement when it was amended on August 5, 2014, was the increase in the loan amount from CHF3,000,000 to CHF5,000,000.

On August 6, 2014, we wired CHF1,600,000 to Leclanché under the Leclanché Loan Agreement; and the balance of CHF400,000 was drawn down by Leclanché on September 11, 2014, resulting in our having advanced the entire amount due under the Leclanché Loan Agreement.

For reference to additional information about the Leclanché Loan Agreement, see Item 9.01.

(i)

Leclanché Restructuring Agreement; and Loan and Security Transfer Agreement

Restructuring Agreement.  Effective December 7, 2014, and subject to the execution and delivery of the Letter of Intent described below under subparagraph (ii), we, Precept, for and on behalf of Precept Fund and Prescient SP, Bruellan and Recharge, executed and delivered a Restructuring Agreement and a Loan and Security Transfer Agreement whereby Recharge agreed to acquire our interest in the Leclanché Loan Agreement; and Recharge agreed to grant Leclanché a secured convertible loan facility in the amount of CHF21,000,000, CHF13,000,000 of which was to fund the Leclanché 2015 Operating Plan (“Facility A”); and CHF8,000,000 of which was to fund the Leclanché 2015 Growth Plan (“Facility B”).  The Restructuring Agreement was subject to various conditions, which included, among other terms and conditions, the due execution of various related agreements, including the Loan and Security Transfer Agreement under which Recharge would acquire our interest in the Leclanché Loan Agreement; the execution and delivery by Leclanché of a new Convertible Loan Agreement with Recharge; and the approval of the Swiss Takeover Board (“TOB”) regarding the resulting change in control of Leclanché under the various agreements.  CHF5,250,000 was to be paid by Recharge on closing under the Restructuring Agreement and the related Loan and Security Transfer Agreement, CHF4,300,000 to Bruellan for payment of the CHF4,700,000 it loaned to Precept, which is referenced above under the caption “Introduction,” leaving a balance of CHF400,000 due to Bruellan by Precept; CHF458,000 to us, which will be paid to Precept’s legal counsel to or for the benefit of Precept for legal fees related to these various agreements and other representation, along with accrued interest on such fees; and CHF492,000 to Leclanché.  The Restructuring Agreement also contained various undertakings of the parties whereby Precept and Bruellan would independently vote their respective shares at the required Leclanché shareholders’ meeting in favor of the restructuring and related agreements and the two nominees of Recharge to the Leclanché Board of Directors; Recharge would convert the Leclanché Loan Agreement to acquire 9.9% of the outstanding voting securities of Leclanché at CHF1.50 per share, with such shares to be subject to a 180 day lock-up, subject to certain listed exceptions; and compliance with all applicable disclosure duties and delivery of information for disclosure purposes, along with indemnification provisions for the benefit of the respective parties.  The Loan and Security Transfer Agreement essentially follows the terms and conditions of the Restructuring Agreement and also contains, among other terms and conditions, customary representations and warranties of the parties; conditions of the closing; a 180 day lock-up period on shares of Leclanché owned by Precept for Prescient SP and Precept Fund that contained certain exceptions for transfers among the Precept group, sales that are considered off-exchange, on-exchange sales that do not exceed 20% of the total trading volume on any single trading day, sales that do not make or move the market for the Leclanché shares and sales that do not reduce the

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shareholdings in Leclanché to less than 50.1%, with various exceptions, including approval by Recharge of any dispositions; and actions required to be completed before and after closing, along with miscellaneous terms and conditions. Copies of the Restructuring Agreement and the Loan and Security Transfer Agreement were filed as Exhibits to our initial 8-K Current Report dated December 5, 2014, and the foregoing summary is subject to such reference.  See Item 9.01.  Effective January 21, 2015, the Restructuring Agreement and the Loan and Security Transfer Agreement were approved by the TOB and closed; and Recharge exercised its right under the Loan and Security Transfer Agreement to acquire 9.9% of Leclanché’s shares at $1.50 per share.  The closing of these Agreements was a condition of the closing of the Letter of Intent and the Definitive Agreement discussed in subparagraph (ii) of this Item, below.

(ii)

Letter of Intent

Letter of Intent.  Effective December 5, 2014, and subject to the execution and delivery of the Restructuring Agreement and the Loan and Security Transfer Agreement, we and Precept executed a binding Letter of Intent whereby we agreed to acquire and Precept agreed to sell 11,000,000 shares of Leclanché, free and clear of any liens or encumbrances (except the lock-up provisions discussed above under subparagraph (i) of this Item), at a purchase price of CHF4.00 per each share (the “Purchase Price”).  The Purchase Price was calculated based on the U.S. Dollar exchange rate for CHF on the close of business on December 4, 2014, which was 1.0301 U.S. Dollars for one CHF or US$4.12 per share. The Leclanché shares had a closing price on the SIX Swiss Exchange on such date of CHF4.888 or approximately US$5.03.  The Purchase Price was payable as follows: (1) receipt of credit on the Purchase Price of CHF5,000,000, such sum being our cost basis in the Leclanché Loan Agreement, also to be based upon the U.S. Dollar exchange rate for CHF on the close of business on December 4, 2014; and (2) the issuance to Precept of a number of shares of our common stock that are comprised of “restricted securities” as defined in SEC Rule 144, valued at the closing price of our common stock on December 3, 2014, which was US$0.51, and which will equal the balance of the Purchase Price, after deduction of the CHF5,000,000.  As a result, on closing, we will issue Precept, or as designated by it, to or for the benefit of one of its portfolios, 78,763,725 shares of our common stock.  This issuance was computed by multiplying the CFH5,000,000 by the referenced closing exchange rate at December 4, 2014, of 1.0301, which equalled a credit of US$5,150,500; deducting this amount from the Purchase Price of the 11,000,000 Leclanché shares multiplied by the referenced US$4.12 per share price, which equalled $45,320,000, leaving a balance of $40,169,500; and dividing the closing price of our agreed upon common stock price of US$0.51 on December 4, 2014, resulting in a quotient of 78,763,725 shares being required to be issued by us in payment of the balance of the Purchase Price.  The Letter of Intent was also subject to the execution and delivery of a Definitive Agreement, as defined therein, and the closing thereof, among other terms and conditions.  A Copy of the Letter of Intent was filed as an Exhibit to our initial 8-K Current Report dated December 5, 2014, and the foregoing summary is subject to such reference.  See Item 9.01.  The Definitive Agreement, a Stock Purchase Agreement, was executed by the parties on the foregoing terms on February 2, 2015, a copy of which is filed as an Exhibit to this Current Report. See Item 9.01.  We anticipate filing for TOB approval shortly and expect that the approval process will take approximately two weeks.  If approval of the TOB is received, we will own 11,000,000 shares of Leclanché or approximately 45% of its outstanding shares.

Assuming the issuance of the 78,763,500 shares, we would have 235,323,222 outstanding shares of our common stock, and based upon the current collective ownership of approximately 142,413,888 of our shares by Prescient SP and Precept Fund, or approximately 88.24% of our currently outstanding voting securities of 161,401,388 shares, Precept, singly or for or on behalf of these two portfolios, would own 221,177,388 of our then outstanding shares of 240,164,888 shares or approximately 92.1% of our outstanding voting securities.  See the references above in the caption “Introduction” about our Executive Chairman, CEO and a director, Stephen J. Barber, who is the sole owner of PAML, which is the investment manager for Precept, regarding the voting of shares owned by Precept and its portfolios, along with the 750,000 shares personally owned by Mr. Barber, which are not included in these computations.  With Mr. Barber’s shares, the percentage of control increases to approximately 92.4%.

It is anticipated that all of the Stock Purchase Agreement will be completed as contemplated; however, no assurance can be given that such will be the case; nor can any assurance be given that our purchase of shares of Leclanché, if completed, will be beneficial to us or that we will realize present or future value from the sale of disposition of these shares in the future or from our Joint Marketing Agreement with Leclanché.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

See Item 1.01.

Item 3.02 Unregistered Sale of Equity Securities.

See Item 1.01.

Item 7.01 Regulation FD Disclosure.

See Exhibit 99 to our initial 8-K Current Report dated December 5, 2014 referenced in Item 9.01.

The information contained in this Item 7.01 and in Exhibit 99 was furnished, and shall not be deemed to be “filed,” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under such Section 18.  Furthermore, the information contained in this Item 7.01 and in Exhibit 99 shall not be deemed to be incorporated by reference into our filings under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

Exhibits:

Exhibit No.*

Description of Exhibit