ASSETS	March 31, 2016	June 30, 2015
Current assets
Cash	$                           64,956	$                   55,042
Trade accounts receivable, net	662,265	463,852
Inventories	1,676,211	2,382,634
Other current assets	38,826	36,032
Deferred income taxes	126,000	126,000
Total current assets	2,568,258	3,063,560
Property, plant & equipment
Property, plant & equipment at cost	3,142,767	3,128,577
Less accumulated depreciation	(2,076,090)	(2,016,840)
Total property, plant & equipment	1,066,677	1,111,737
Other assets
Deferred financing costs	32,719	44,402
Deferred long-term income taxes	129,000	129,000
Other asset, non-current	8,783	8,783
Total other assets	170,502	182,185
Total assets	$                     3,805,437	$             4,357,482

                                                                                        

LIABILITIES & STOCKHOLDERS' EQUITY	March 31, 2016	June 30, 2015
Current liabilities
Trade accounts payable	816,478	825,288
Due to finance company	118,542	297,188
Accrued liabilities	729,329	594,767
Current maturities of long-term debt	280,483	317,990
Deferred revenue	109,742	293,685
Total current liabilities	2,054,574	2,328,918
Long-term liabilities
Long term debt less current portion	1,744,003	1,955,328
Total Long-term liabilities and non-controlling interest	1,744,003	1,955,328
Total liabilities	3,798,577	4,284,246
Stockholders' equity
Common Stock	143,151	143,151
Paid-in-capital	2,457,975	2,457,975
Accumulated deficit	(2,594,266)	(2,527,890)
Total stockholders' equity	6,860	73,236
Total liabilities and stockholders' equity	$                     3,805,437	$             4,357,482

	Three Months Ended
	March 31, 2016	March 31, 2015
Net Revenue	$                        993,677	$                     1,510,792
Cost of sales	976,272	1,219,744
Gross profit	17,405	291,048
Operating expenses
Sales & marketing	22,437	39,405
General & administrative	118,331	180,033
Total operating expenses	140,768	219,438
Operating income (loss)	(123,363)	71,610
Other income (expenses)
Interest Income	-	7
Interest Expense	(33,811)	(38,932)
Total other expenses	(33,811)	(38,925)
Net income (loss) before income taxes	(157,174)	32,685
Income tax expense (benefit)	(63,000)	14,000
Net income (loss)	$                           (94,174)	$                             18,685
Basic and diluted net income (loss) per share	$                             (0.07)	$                               0.01
Weighted -average common shares used in the computation of EPS
Basic and diluted	1,431,503	1,431,503

	Nine Months Ended
	March 31, 2016	March 31, 2015
Net Revenue	$                     3,589,875	$                     4,316,642
Cost of sales	3,072,276	3,689,205
Gross profit	517,599	627,437
Operating expenses
Sales & marketing	77,215	105,285
General & administrative	388,258	391,916
Total operating expenses	465,473	497,201
Operating income	52,126	130,236
Other income (expenses)
Interest Income	918	271
Interest Expense	(104,920)	(129,799)
Total other expenses	(104,002)	(129,528)
Net income (loss) before income taxes	(51,876)	708
Income tax expense (benefit)	(21,000)	1,000
Penalties and Interest (Income Taxes)	35,500	-
Net loss	$                           (66,376)	$                               (292)
Basic and diluted net loss per share	$                             (0.05)	$                             (0.00)
Weighted -average common shares used in the computation of EPS
Basic and diluted	1,431,503	1,431,503

                                                                    

	Nine Months Ended
	March 31, 2016	March 31, 2015
Cash flows from operating activities:
Net loss	$                        (66,376)	$                              (292)
Adjustments to reconcile net loss to
net cash flows from operating activities:
Depreciation and amortization	59,250	67,950
Deferred income taxes	-	(80,000)
Receivables	(198,413)	500,783
Inventories	706,423	(276,453)
Prepaids & other assets	8,889	(15,695)
Accounts payable and due to finance company	(187,456)	(189,206)
Deferred revenue	(183,943)	243,727
Accrued liabilities	134,562	230,399
Net cash flows from operating activities	272,936	481,213
Cash flows used in investing activities:
Purchases of property and equipment	(14,190)	(14,812)
Changes in restricted cash	-	7,590
Net cash flows used in investing activities	(14,190)	(7,222)
Cash flows used in financing activities:
Increase (decrease) in line of credit	-	(447,197)
Principal payments on long-term debt	(248,832)	(252,452)
Net cash flows used in financing activities	(248,832)	(699,649)
Net change in cash	9,914	(225,658)
Cash
Beginning of year	55,042	324,291
End of period	$                           64,956	$                           98,633

---

1.       BASIS OF PRESENTATION         

The accompanying Condensed Consolidated Financial Statements include the accounts of Oakridge Holdings, Inc. (the “Company”) and its wholly owned subsidiary. All significant intercompany transactions and balances have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present such information fairly. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015. Operating results for the nine-month period ended March 31, 2016 may not necessarily be indicative of the results to be expected for any other interim period or for the full year.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the financial statements include, but are not limited to, accounts receivable and inventory reserves, investments, depreciation and accruals. Actual results could differ from those estimates.  

2.       EARNINGS PER COMMON SHARE

Earnings per Common Share (EPS) are presented on both a basic and diluted basis in accordance with the provisions of Accounting Standards Codification Topic 260 - Earnings per Share. Basic EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the maximum dilution that would result after giving effect to dilutive convertible debentures. The following table presents the computation of basic and diluted EPS:

	Three Months Ended		Nine Months Ended
	March 31, 2016	March 31, 2015	March 31, 2016	March 31, 2015
Net Income (loss)	(94,174)	18,685	(66,376)	(292)
Weighted -average common shares used in the computation of EPS:
Basic and diluted	1,431,503	1,431,503	1,431,503	1,431,503
Basic and diluted net income (loss) per share	$(0.07)	$0.01	$(0.05)	$(0.00)

 

3.       COMPREHENSIVE INCOME 

The Company has no significant components of other comprehensive income and accordingly, comprehensive income is the same as net income for all periods.       

 

4.         INVENTORIES

The table below summarizes information about reported components of inventory for as of March 31, 2016 and as of June 30, 2015:

	March 31, 2016		June 30, 2015
Raw Material	$978,298		$984,376
Work in Process	697,913		1,398,258
Finished Goods	-		-
Inventory	$1,676,211		$2,382,634

 

5.       DEBT

Lines of Credit - Bank

The Company had a line of credit agreement with the Signature Bank allowing borrowings up to $1,000,000, subject to certain borrowing base limitations, with interest at2% over the reference rate with a floor of7% (7% at June 30, 2015), matured in Aug, 2015.  The reference rate was the rate announced by U.S. Bank National Association referred to as the “U.S. Bancorp Prime Lending Rate”.  As of March 31, 2016 and June 30, 2015, the outstanding borrowings under this line of credit were $-and $-respectively. The proceeds could only be used to finance inventory destined for export outside the United States and to support performance bonds associated with related contract down payments.  The note was secured by the foreign accounts receivable and export inventory of the Company’s wholly-owned subsidiary, Stinar HG, Inc., continuing commercial guarantees from the Company, the Chief Executive Officer and VP of Marketing and Sales and the assignment of a life insurance policy on the Chief Executive Officer.

Long-term debt consisted of the following:

	March 31, 2016	June 30, 2015
Note payable — bank, payable in monthly installments of $6,672including interest at6.0 % with a balloon payment in January 2023. The note is secured by the first mortgage on property owned by the Company, continuing commercial guarantees from both the Company and the chief executive officer/key stockholder and by the assignment of a life insurance policy on the chief executive officer/key stockholder.	$847,859	$859,542
Note payable — SBA, payable in monthly installments of $20,503including interest at the prime rate (as published by the Wall Street Journal) plus1 % adjusted every calendar quarter ( 4.25 % at March 31, 2016), maturing in May 2018. The note is secured by the assets of the Company and the unconditional guarantee of the chief executive officer/key stockholder.	508,694	674,376
Note payable — SBA, payable in monthly installments of $5,107, including interest and SBA fees for an interest rate of5.2 % maturing March 2033. The note is secured by a second mortgage on property owned by the Company and an unconditional guarantee from both the Company and the chief executive officer/key stockholder.	667,933	691,903
Note payable — bank, payable in monthly installments of $6,091with interest at2.75 % over the U.S Bancorp Prime Lending Rate through February 2016. Effective June 2015, the interest rate is 7.25 % due to payment default in accordance with the terms of the note. This note was paid off during fiscal year 2016. The note was secured by the assets of the Company, the unconditional guarantee of the chief executive officer/key stockholder, and by the assignment of a life insurance policy on the chief executive officer/key stockholder.	-	47,497
Total Debt	2,024,487	2,273,318
Less current maturities	280,483	317,990
Long term Debt	$1,744,004	$1,955,328

The Company’s credit agreements with its bank contain certain annual covenants, which were not met at June 2015 and were not waived by the bank. However, due to the passage of time the notes have not been reclassified as due on demand as of June 30, 2015. The covenants for June 2016 were not met and were not waived by the bank. The next covenant calculation date will be June 30,2017. 

 

6.       RECENTLY ISSUED ACCOUNTING GUIDANCE

(a)       Revenue Recognition

In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-14, "Revenue Recognition - Revenue from Contracts with Customers," which extended the effective date of a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The new standard will now be effective for interim and annual periods beginning after December 15, 2017, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is evaluating the impact of this standard.

(b)        Going Concern

In August 2014, the FASB issued ASU 2014-15 "Presentation of Financial Statements—Going Concern (Subtopic 205-40) (Topic 718): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". This ASU requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. The adoption of this ASU is not expected to have an impact on the Company's consolidated financial position, results of operations or cash flows.

(c)      Disclosure of Discontinued Operations

In April 2014, the FASB issued ASU 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in this Update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The adoption of this ASU is not expected to have an impact on the Company’s consolidated financial position, results of operations or cash flows.

(d)       Leases

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842 ” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The standard states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the timing of our adoption and the impact that the updated standard will have on our consolidated financial statements.

(e)      Statement of Cash Flow

In August 2016, the FASB issued ASU No.  2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.  The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments should be applied using a retrospective transition method to each period presented. If retrospective application is impractical for some of the issues addressed by the update, the amendments for those issues would be applied prospectively as of the earliest date practicable.  Early adoption is permitted, including adoption in an interim period.  The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements.

                   

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           

The following is management’s discussion and analysis of certain significant factors which have affected the Company's financial position and operating results during the periods included in the accompanying condensed consolidated financial statements.

Management's discussion and analysis of financial condition and results of operations, as well as other portions of this document, include certain forward-looking statements about the Company’s business and products, revenues, expenditures and operating and capital requirements. From time to time, information provided by the Company or statements made by its directors, officers or employees may contain “forward-looking” information subject to numerous risks and uncertainties.  Any statements made herein that are not statements of historical fact are forward-looking statements including, but not limited to, statements concerning the characteristics and growth of the Company’s markets and customers, the Company’s objectives and plans for its future operations and products and the Company’s expected liquidity and capital resources. Such forward-looking statements are based on a number of assumptions and involve a number of risks and uncertainties, and, accordingly, actual results could differ materially for those discussed.  Among the factors that could cause actual results to differ materially from those projected in any forward-looking statement are as follows: the effect of business and economic conditions; conditions in the industries in which the Company operates, particularly the airline industry; the Company’s ability to win government contracts; the impact of competitive products and continued pressure on prices realized by the Company for its products; constraints on supplies of raw material used in manufacturing certain of the Company’s products or services provided; capacity constraints limiting the production of certain products; changes in anticipated operating results, credit availability, equity market conditions or the Company’s debt levels may further enhance or inhibit the Company’s ability to maintain or raise appropriate levels of cash; requirements for unseen maintenance, repairs or capital asset acquisitions; difficulties or delays in the development, production, testing and marketing of products; market acceptance issues, including the failure of products to generate anticipated sales levels; difficulties in manufacturing process and in realizing related cost savings and other benefits; the effects of changes in trade, monetary and fiscal policies, and laws and regulations; foreign exchange rates and fluctuations in those rates; the cost and effects of legal and administrative proceedings, including environmental proceedings; and the risk factors reported from time to time in the Company’s SEC reports. The Company undertakes no obligation to update any forward-looking statement as a result of future events or developments.

 

FINANCIAL CONDITION AND LIQUIDITY

The Company’s liquidity needs arise from its debt service, working capital and capital expenditures. The Company has historically funded its liquidity needs with proceeds from equity contributions, bank borrowing, short term notes from officers, cash flows from operations and the offering of its subordinated debentures.

During the nine month period ended March 31, 2016, the Company recorded a net loss of $66,376 compared to a net loss of $292 during the nine month period ended March 31, 2015.

For the first nine months of fiscal year 2016, the Company had an increase in cash and cash equivalents of $9,914, compared to a decrease in cash and cash equivalents of $225,658 for the same period in fiscal year 2015. As of March 31, 2016, the Company held cash and cash equivalents of $64,956, compared to $98,633 for cash and cash equivalents as of March 31, 2015.  The Company’s net cash provided by operating activities for the nine month period ended March 31, 2016 was primarily due to the reduction of inventory of $706,423.  The Company used this net cash for the nine month period ended March 31, 2016 to reduce accounts payable and due to financing company by $187,456 and deferred revenue by $183,943.

Cash flow used in investing activities was $14,190 during the first nine months of fiscal year 2016 and was primarily used for the payment of buying new equipment, compared to a negative cash flow of $7,222 used in the first nine months of fiscal year 2015.  Net cash used for financing activities was $248,832 during the first nine months of fiscal year 2016, and was used to pay down the notes payable, compared to a $699,649 used for financing activity in the first nine months of fiscal year 2015.  The remaining increases and decreases in the components of the Company’s financial position reflect normal operating activity.

The Company had positive working capital of $513,684 at March 31, 2016, a decrease of $220,958 since June 30, 2015 due primarily to reductions in inventory. At March 31, 2016, current assets amounted to $2,568,258 and current liabilities were $2,054,574, resulting in current ratio of 1.25 to 1.0, compared to 1.32 to 1.0 at June 30, 2015. Long-term debt was $1,744,003 at March 31, 2016 compared to $1,955,328 at June 30, 2015. Stockholders’ equity was a positive $6,860 at March 31, 2016 compared to a positive balance of $73,236 at June 30, 2015.  The Company’s present working capital must continue to improve in order for it to meet current operating needs.

Capital expenditures for continuing operation for the first nine months of fiscal year 2016 were $14,190, compared with capital expenditures of $14,812 during the same period in fiscal year 2015. The Company anticipates that it will spend approximately $10,000 on capital expenditures during the final three months of fiscal year 2016 for equipment and building improvements for aviation ground support operations.  The Company plans to finance these capital expenditures primarily through operating cash flows as net income continues to improve in the aviation segment.

The Company has no lines of credit facilities as of March 31, 2016. The company needs to have a line of credit.

As indicated above, the Company believes that its financial position and debt capacity should enable it to meet its current and future cash requirements despite the need for improved working capital to meet current operating needs.

INFLATION

Because of the relatively low levels of inflation experienced this past fiscal year, and as of March 31, 2016, inflation did not have a significant effect on the Company’s results in the first nine months of fiscal year 2016.

 

RESULTS OF OPERATIONS

 

THIRD QUARTER OF FISCAL YEAR 2016 COMPARED

WITH THIRD QUARTER OF FISCAL YEAR 2015

 

Revenue decreased $517,115 to $993,677 or 34.2%, in the third quarter of fiscal year 2016 in comparison to the prior year’s comparable period.  The decrease was primarily due to lack of government sales.

Gross profit margin decreased 94% in the third quarter of fiscal year 2016, compared to the corresponding period in fiscal year 2015.  This decrease was primarily due to lower sales.

Selling expenses as a percentage of sales decreased 0.35% of net revenues for the comparable period. The decrease of $16,968 in the third quarter of fiscal year 2016, compared to the corresponding period in fiscal year 2015, was primarily due to lower travel expense.

General and administrative expenses in the third quarter of fiscal year 2016 decreased $61,702, or 34%, in comparison to the third quarter of fiscal year 2015.  The decrease was primarily to fewer working hours for office workers.

Interest expense in the third quarter of fiscal year 2016 was $33,811, a decrease of $5,121, or 13.2%, in comparison to the third quarter of fiscal year 2015.  The decrease was due to lower debt balances and purchase of fewer chassis.

Interest income in the third quarter of fiscal year 2016 is immaterial.

 

FIRST NINE MONTHS OF FISCAL YEAR 2016 COMPARED

WITH FIRST NINE MONTHS OF FISCAL YEAR 2015

 

Revenue decreased $726,767 to $3,589,875 or 16.8%, in the first nine months of fiscal year 2016 in comparison to the prior year’s comparable period.  The decrease was primarily due to lack of government sales.

Gross profit margin decreased 60% in the first nine months of fiscal year 2016, compared to the corresponding period in fiscal year 2015.  This decrease was primarily due to less sales.

Selling expenses as a percentage of sales decreased 0.29% of net revenues for the comparable period. The decrease of $28,070 in the first nine months of fiscal year 2016, compared to the corresponding period in fiscal year 2015, was primarily due to lower travel expense.

General and administrative expenses in the first nine months of fiscal year 2016 decreased $3,685, or 0.9%, in comparison to the first nine months of fiscal year 2015.  The decrease was primarily to fewer working hours of office workers.

Interest expense in the first nine months of fiscal year 2016 was $104,920, a decrease of $24,879, or 19.2%, in comparison to the first nine months of fiscal year 2015.  The decrease was due to lower debt balances and purchase of fewer chassis.

Interest income in the first nine months of fiscal year 2016 is immaterial.

 

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

 

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

 

ITEM 4.      CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

 

(a)      CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

During the nine months ended March 31, 2016, we continued to implement our remediation efforts related to the following material weaknesses reported in the Form 10-K for the year ended June 30, 2015. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Due to the limited number of Company personnel, a lack of segregation of duties exists. An essential part of internal control is for certain procedures to be properly segregated and the results of their performance to be adequately reviewed. 

Due to weaknesses in the Company’s financial reporting controls specifically relating to inventory, management believes there is more than a remote likelihood that a material misstatement of annual or interim financial statements would not be prevented or detected, as happened with our 2009 — 2012 annual financial statements. 

Due to the lack of expertise and personnel for financial reporting, the Company was not able to file required financial reports on time.

The Company did not have effective controls to provide reasonable assurance as to timely account reconciliations. Management believes that there is a more than remote likelihood that a material misstatement of annual or interim financial statements would not be prevented or detected in a timely manner. Management plans to update management plans in an effort to reduce the risk and material misstatement of the financial statements.

As a result of the remediation efforts noted below, there were improvements in internal control over financial reporting during the nine months ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There were no other changes in internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

(b)     REMEDIATION ACTIONS

In response to these material weaknesses, we developed remediation plans to address the control deficiencies identified in fiscal year 2015. We continued to implement the following remediation actions during the nine months ended March 31, 2016: 

 

Segregation of duties

•  Engaged a third party specialist for advice and consultation   

•  Provided training and education to different accounting functions

•  Established review controls

 

Financial reporting control

•   Provided training for calculating the cost of raw material, work in progress, and finished goods. 

•   Completed review of the Company's critical accounting and internal control policies with third party advisors that are knowledgeable regarding GAAP and internal controls

•   Provided training and education relating to accounting for modifications and extinguishments

•   Hired third party advisors to assist in preparing consolidated financial statements

 

In addition to the above steps, management intends to continue its remediation efforts by:

•   Provide ongoing training and education relating to GAAP around complex and non-routine transactions specifically identified through regular review of emerging issues and Company business activities

•   Completing our review with the assistance of a third party advisor of the Company’s financial reporting controls and implementing recommended control procedures to strengthen the Company’s control procedures in areas which involve significant judgements and estimates, which involve application of complex accounting methods under GAAP, or which could have a material impact on the accuracy of our financial statements.

We are committed to a strong internal control environment, and believe that, when fully implemented, the remediation actions described above will represent significant improvements in the Company’s accounting and financial reporting functions. The Company anticipates that it will complete its testing of the additional internal control processes designed to remediate these material weaknesses during the balance of 2016. We will continue to assess the effectiveness of our remediation efforts in connection with management’s future evaluations of internal control over financial reporting.

 

PART II       OTHER INFORMATION

 

ITEM 1.      LEGAL PROCEEDINGS

The Company is from time to time involved in the ordinary course of litigation incidental to the conduct of its businesses.  The Company believes that none of its pending litigation will have a material adverse effect on the Company’s businesses, financial condition or results of operations.

ITEM 1A.    RISK FACTORS

Not applicable.

ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.      MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5.      OTHER INFORMATION

Not applicable.

ITEM 6.      EXHIBITS

The following exhibits are filed as part of this Quarterly Report

on Form 10-Q for the quarterly period ending March 31, 2016:

 

3(i)             Amended and Restated Articles of Incorporation, as amended (2)

3(ii)            Amended and Superseding By-Laws of the Company, as amended (2)

31               Rule 13a-14(a)/15d-14(a) Certifications

32               Section 1350 Certifications

100             XBRL-Related Documents

(1)              Incorporated by reference to the like numbered Exhibit to the Company’s Current Report on Form 8-K filed with the Commission on February 7, 2011.

(2)              Incorporated by reference to the like numbered Exhibit to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996.

      

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

                                   Oakridge Holdings, Inc.

                                   /s/ Robert C. Harvey

                                   Robert C. Harvey

                                   Chief Executive Officer

                                   Principal Accounting Officer

Date:  January 13, 2017

 

INDEX TO EXHIBITS

 

                      DESCRIPTION                                                                                       METHOD OF FILING

 

3(i)     Amended and Restated Articles of Incorporation of the Company                      (incorporated by reference)

3(ii)    Amended and Superseding By-Laws of the Company, as amended                    (incorporated by reference)

31       Rule 13a-14(a)/15d-14(a) Certifications                                                              (filed electronically)

32       Section 1350 Certifications                                                                                  (filed electronically)

100      XBRL-Related Documents                                                                                 (filed electronically)

 

EXHIBIT 31

 

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Robert C. Harvey, certify that:

 

         1.  I have reviewed this quarterly report on Form 10-Q of Oakridge Holdings, Inc.;

         2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

         3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

         4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have: 

         a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

         b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;

         c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

         d)  disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

         5.  I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

         a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

         b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:    January 13, 2017

/s/ Robert C. Harvey

Robert C. Harvey

President, Chief Executive Officer,

Chief Financial Officer, Principal Accounting Officer and

Chairman of the Board of Directors                          

 

EXHIBIT 32

SECTION 1350 Certifications

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Oakridge Holdings, Inc.

 

Date:    January 13, 2017

/s/ Robert C. Harvey

Robert C. Harvey

President, Chief Executive Officer,

Chief Financial Officer, Principal Accounting Officer and

Chairman of the Board of Directors