June 10, 2009
U.S. Securities and Exchange Commission BY EDGAR
100 F Street, N.E.
Washington, DC 20549
Attention: Mr. Kevin Woody
Accounting Branch Chief
Re: Oakridge Holdings, Inc.
Form 10-KSB for the Fiscal Year Ended June 30, 2008
Filed September 29, 2008
Form 10-Q for the Quarterly Period Ended September 30, 2008
Filed November 12, 2008
Form 10-Q for the Quarterly Period Ended December 31, 2008
Filed February 17, 2009
Definitive Proxy Statement
Filed October 27, 2008
File No. 000-01937
Ladies and Gentlemen:
On behalf of Oakridge Holdings, Inc. ("Oakridge" or the "Company"), I am pleased
to submit this response to the comments of the Staff on the above-referenced
filings, as set forth in Mr. Woody's letter to me dated May 26, 2009. For
convenience, the Staff's numbered comments are set forth below, followed by
Oakridge's responses.
Oakridge hereby represents that (i) it is responsible for the adequacy and
accuracy of the disclosure in the filings, (ii) Staff comments or changes to
disclosure in response to Staff comments in the filings reviewed by the Staff do
not foreclose the Securities and Exchange Commission from taking any action with
respect to the filings and (iii) Oakridge may not assert Staff comments as a
defense in any proceeding initiated by the Securities and Exchange Commission or
any person under the federal securities laws of the United States.
Form 10-KSB for the year ended June 30, 2008
General
1. Comment: We note your response to our prior comment two. We believe that
certain changes to be made to your previously issued financial statements are
due to material errors in these financial statements. As such, please file an
Item 4.02 Form 8-K.
Response: The Company filed an Item 4.02 Form 8-K on the date of this letter.
2. Comment: We note your response to our prior comment four. We believe that
your auditors should add an explanatory paragraph to their audit opinion to
discuss the restatement in accordance with AU Section 508.
Response: The Company's auditors have informed the Company that they will add
an explanatory paragraph to their audit opinion to discuss the restatement of
the Company's financial statements in accordance with AU Section 508. The
Company will include the revised audit opinion in an amendment to this filing.
3. Comment: We note your response to comment number 5. Please ensure that you
clearly identify that the financial statements were restated and that the
restatement were necessary as a result of an errors in the classification of
certain items.
Response: The Company will amend this filing to clearly identify that the
financial statements in the filing were restated and that the restatement was
necessary as a result of errors in the classification of certain items.
Form 10-Q for the quarterly period ended March 31, 2009
Financial Statements
Condensed Consolidated Balance Sheets
4. Comment: We note your reclassification of trust investments from mezzanine
equity to liabilities. In comment one of our letter dated April 16, 2009, we
stated that "we believe that the non-controlling interests in the preneed trust
investments are mandatorily redeemable and should be classified as liabilities
in accordance with SFAS 150." It appears you have reclassified both non-
controlling interest in preneed trust investments and cemetery perpetual care
trusts. Please revise to only reclassify the non-controlling interest in
preneed trust investments.
Response: The Company will amend this filing to reclassify only the non-
controlling interest in preneed trust investments from mezzanine equity to
liabilities.
Condensed Consolidated Statements of Cash Flows
5. Comment: We note your reclassification of cash flows related to the trust
investments. Please tell us and disclose in your filings the nature of the
following line items: Cash paid to non-controlling trusts, Cash received from
non-controlling trusts, and Income earned of non-controlling trusts.
Response: The Company will amend this filing to present purchases and sales of
marketable securities on a gross basis, include the trust's cash flows
(including cash inflows from funds received from beneficiaries and cash
outflows related to funds distributed to beneficiaries) within cash flows from
operating activities and reflect gains and losses as an adjustment to net income
(loss) in the operating section of the Company's statement of cash flows.
If we can facilitate the Staff's review of this letter, or if the Staff has any
questions on any of the information set forth herein, please telephone me at
(651) 454-5112. My fax number is (651) 454-5143.
Sincerely,
/s/ Robert C. Harvey
Robert C. Harvey
President and Chief Executive Officer