UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) Form 10-Q/A
Amendment No. 1
[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from to
Commission file number 0-1937
OAKRIDGE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0843268
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
400 W Ontario St., Chicago, Il, 60610
(Address of principal executive offices) (Zip Code)
(Issuer's telephone number) (312) 505-9267
_________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act 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. {X}Yes { }No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Date 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 { }No
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). { }Yes {X}No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
The number of shares of the issuer's common stock outstanding on
November 1, 2008 was 1,431,503
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 "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer { } Accelerated filer { }
Non-accelerated filer { } Smaller reporting company {X}
(Do not check if a smaller reporting company)
OAKRIDGE HOLDINGS, INC.
FORM 10-Q/A
For the quarter ended September 30, 2008
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements:
(a) Condensed Consolidated Balance Sheets as of
September 30, 2008 (unaudited) and June 30, 2008
(b) Condensed Consolidated Statements of Operations
for the three months ended September 30, 2008 and
2007 (unaudited)
(c) Condensed Consolidated Statements of Cash Flows
for the three months ended September 30, 2008 and
2007 (unaudited)
(d) Notes to Condensed Consolidated Financial
Statements
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk
ITEM 4. Controls and Procedures
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
ITEM 1A. Risk Factors
ITEM 2-5. Not Applicable
ITEM 6. Exhibits
SIGNATURES
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
September 30,2008 June 30,2008
(Unaudited)
ASSETS _________________ ____________
<s> <c> <c>
Current assets:
Cash & cash equivalents $474,287 $278,202
Receivables 1,964,575 2,204,311
Current portion of net investment
in sales-type lease 89,211 460,200
Inventories:
Production 5,424,800 5,656,996
Cemetery, mausoleum space, markers
and related 651,564 645,941
Deferred income taxes 46,000 178,000
Other current assets 163,837 100,873
----------- -----------
Total current assets 8,804,274 9,524,523
----------- -----------
Property, plant and equipment:
Property, plant and equipment,
at cost 6,313,481 6,226,836
Less accumulated depreciation 3,937,812 3,862,029
----------- -----------
Property, plant and equipment, net 2,375,669 2,364,807
----------- -----------
Other assets:
Cemetery perpetual care trusts 4,763,221 4,918,067
Preneed trust investments 1,900,563 1,926,120
Deferred income taxes 185,000 82,000
Deferred financing costs 74,849 76,785
Other 17,151 19,800
----------- -----------
Total other assets 6,940,784 7,022,772
----------- -----------
$18,120,727 $18,912,102
=========== ===========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
September 30,2008 June 30,2008
(Unaudited)
_____________ _____________
LIABILITIES & STOCKHOLDERS' EQUITY
<s> <c> <c>
Current liabilities:
Notes payable bank $979,840 $520,000
Accounts payable 1,055,288 1,140,562
Due to finance company 306,550 980,544
Deferred revenue 2,147,287 2,372,525
Other accrued liabilities 735,070 814,356
Current maturities of long-term debt 215,850 212,575
----------- -----------
Total current liabilities 5,439,885 6,040,562
----------- -----------
Long-term liabilities:
Non-controlling interest in pre-need
care trust investments 1,900,563 1,926,120
Long-term debt 4,361,856 4,415,274
----------- -----------
Total Long-term liabilities 6,262,419 6,341,394
----------- -----------
Total liabilities 11,702,304 12,381,956
----------- -----------
Non-controlling interest in trust
investments 4,763,221 4,918,067
----------- -----------
Stockholders' Equity:
Common stock 143,151 143,151
Additional paid-in-capital 2,028,975 2,028,975
Accumulated deficit (516,924) (560,047)
----------- -----------
Total stockholders' equity 1,655,202 1,612,079
----------- -----------
Total liabilities & stockholder's
equity $18,120,727 $18,912,102
=========== ===========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30, 2008 2007
__________ __________
<s> <c> <c>
Revenue, net:
Cemetery $766,529 $706,101
Aviation 2,462,619 1,096,632
Interest - Care Funds 29,360 31,078
Other (2,649) 778
---------- ----------
Total revenue 3,255,859 1,834,589
---------- ----------
Operating expenses:
Cost of cemetery sales 461,983 483,737
Cost of aviation sales 2,150,244 1,082,084
Sales and marketing 145,513 117,612
General and administrative 324,664 290,065
---------- ----------
Total operating expenses 3,082,404 1,973,498
---------- ----------
Operating income (loss) 173,455 (138,909)
---------- ----------
Other income (expense):
Interest income 12,187 53,786
Interest expense (113,519) (74,567)
---------- ----------
Total other expense (101,332) (20,781)
---------- ----------
Income (loss) from continuing
operations before income taxes 72,123 (159,690)
Provision (benefit) for income
taxes 29,000 (64,000)
---------- ----------
Net income (loss) $43,123 $(95,690)
========== ==========
Net income (loss) per common
share - basic $.030 $(.067)
========== ==========
Weighted average number of
common shares outstanding -
basic 1,431,503 1,431,503
========== ==========
Net income (loss) per common
shares - diluted $.022 $(.067)
========== ==========
Weighted average number of
common shares outstanding -
diluted 1,992,614 1,431,503
========== ==========
See accompanying notes to the
condensed consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended September 30, 2008 2007
____________ ___________
<s> <c> <c>
Cash flows from (used in) operating activities:
Net income (loss) $43,123 $(95,690)
Adjustments to reconcile net income
(loss) to cash flows from operating
activities:
Depreciation and amortization 77,719 92,960
Deferred income taxes 29,000 (64,000)
Change in accounts receivable 239,736 10,266
Change in inventories 236,573 (296,123)
Change in other assets (60,315) (79,267)
Change in accounts payable (759,268) 32,996
Losses on non-contolling trust
investment 32,937 22,982
Change in deferred revenue (225,238) 82,813
Change in accrued liabilities (79,286) (94,226)
---------- ----------
Net cash used in operating activities (465,019) (387,289)
---------- ----------
Cash flows from (used in) investing activities:
Purchases of non-controlling investments
in trusts (96,489) (424,556)
Sales of non-controlling investments
in trusts 63,552 401,574
Purchases of property and equipment (86,645) (183,013)
Payments from sales-type lease 370,989 223,719
---------- ----------
Net cash provided by investing activities 251,407 17,724
---------- ----------
Cash flows from (used in) financing activities:
Repayment on long-term debt (50,143) (77,231)
Advances on short-term borrowing 459,840 100,000
---------- ----------
Net cash provided by financing activities 409,697 22,769
---------- ----------
Net increase (decrease) in cash: 196,085 (346,796)
Cash at beginning of period 278,202 854,495
---------- ----------
Cash at end of period $474,287 $507,699
========== ==========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying Condensed Consolidated Financial Statements include
the accounts of Oakridge Holdings, Inc. (the "Company") and its
wholly owned subsidiaries. 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-KSB for the fiscal year ended
June 30, 2008. Operating results for the three-month period ended
September 30, 2008 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, 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 Statement of
Financial Accounting Standards No. 128, "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 stock options and
convertible debentures. The following table presents the
computation of basic and diluted EPS.
Three Months Ended September 30, 2008 2007
- -------------------------------------- --------- ----------
Income (loss) from continuing
operations $43,123 $(95,690)
Average shares of common stock
outstanding used to compute basic
earnings per common share 1,431,503 1,431,503
Additional common shares to be issued
assuming exercise of stock options,
and conversion of convertible
debentures 561,111 Anti-dilutive
Additional income from continuing
operations, assuming conversion of
convertible debentures at the
beginning of the period $11,363 Anti-dilutive
Shares used to compute dilutive effect
of stock options and convertible
debentures 1,992,614 1,431,503
Basic earnings (loss) per common share
from continuing operations $(.030) $(.067)
Diluted earnings per common share from $.022 Anti-dilutive
continuing operations
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. OPERATING SEGMENTS AND RELATED DISCLOSURES
The Company's operations are classified into two principal
industry segments: cemeteries and aviation ground support
equipment.
The Company evaluates the performance of its segments and
allocates resources to them based primarily on operating income.
The table below summarizes information about reported segments
for the three months ended September 30, 2008 and 2007:
THREE MONTHS ENDED
SEPTEMBER 30, 2008:
Aviation Cemeteries Corporate
Ground
Support
Equipment
Revenues $2,462,619 $795,889 $(2,649)
Depreciation 26,236 51,000 483
Gross Margin 312,375 333,906 -
Selling Expenses 72,030 73,483 -
General & Administrative 110,226 150,286 64,152
Expenses
Interest Expense 97,426 2,930 13,163
Interest Income 6,394 5,793 -
Income (loss) before Taxes 39,087 113,000 (79,964)
Capital Expenditures 5,623 81,022 -
Segment assets at 9/30/07:
Inventory 5,424,800 651,564 -
Property, Plant &
Equipment 1,360,569 1,013,098 2,002
Other Assets 169,849 6,614,784 156,151
THREE MONTHS ENDED
SEPTEMBER 30, 2007:
Aviation Cemeteries Corporate
Ground
Support
Equipment
Revenues $1,096,632 $737,179 $778
Depreciation/amortization 49,860 42,600 500
Gross Margin 14,548 253,442 778
Selling Expenses 59,181 58,431 -
General & Administrative
Expenses 66,196 76,306 147,563
Interest Expense 55,288 1,692 17,587
Interest Income 48,611 5,175 -
Income (loss) before taxes (117,506) 122,188 (164,372)
Capital Expenditures 5,885 177,129 -
Segment assets at 9/30/08:
Inventory 4,281,463 641,629 -
Property, Plant &
Equipment, net 1,417,197 1,026,956 3,985
Other Assets - 6,910,206 185,138
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. The Private Securities Litigation Reform Act
of 1995 contains certain safe harbors regarding forward-looking
statements. 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, 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, cash flows from operations and the offering of its
subordinated debentures. For the first three months of fiscal year
2009, the Company had an increase in cash of $196,085 compared to
a $346,796 cash decrease for the same period in fiscal year 2008.
As of September 30, 2008, the Company held cash and cash
equivalents of $474,287.
During the three month period ended September 30, 2008, the Company
recorded net income from operations of $43,123. The Company's net
cash used in operating activities was $465,019 in the first three
months of fiscal year 2009 compared to net cash used in operating
activities of $387,289 in the same period of fiscal year 2008. The
increase in net cash used in operating activities during this
three month period was primarily due to the pay down of vendor and
finance company payables. Cash flow provided by investing
activities was $251,407 during the first three months of fiscal
year 2009, influenced principally by payments received under an
equipment lease. Net cash from financing activities was $409,697
during the first three months of fiscal year 2009, influenced
principally by increased short term borrowing from a bank line of
credit compared to the corresponding period during fiscal year
2008. The increased borrowing was due to a higher volume of
international sales and refinancing of the land and building used
in aviation and ground support operations. The cash increase from
greater borrowing under the Company's bank line of credit was
offset by principal payments on long term debt. The remaining
increases and decreases in the components of the Company's
financial position reflect normal operating activity.
The Company had working capital of $3,364,389 at
September 30, 2008, a decrease of $119,572 since June 30, 2008.
At September 30, 2008, current assets amounted to $8,804,274 and
current liabilities were $5,439,885, resulting in a current ratio
of 1.62 to 1.0, which was a slight improvement from 1.58 to 1.0 at
June 30, 2008. Long-term debt was $4,361,856 and stockholders'
equity was $1,655,202 at September 30, 2008. The Company's present
working capital must continue to improve in order for it to meet
current operating needs.
Capital expenditures for the first three months of fiscal year
2009 were $86,645, compared with $183,013 during the same period
in fiscal year 2008. These investments reflect the Company's
continuing program to achieve business growth, improve its
properties, and improve productivity. The cemetery operations
incurred expenditures for improvements to the Terrace of Internal
Peace due to water damage ($9,555), new triple dumper for grounds
($61,245), computers/office server and grounds equipment
($10,222), or $81,022 in total for cemetery operations. The
aviation ground support operations purchased computer equipment
of $5,623 during the first three months of fiscal year 2009. The
Company anticipates that it will spend approximately $100,000 on
capital expenditures during the final three quarters of fiscal
year 2009 for repairs to the Oakridge cemetery mausoleum and shop
equipment for aviation ground support operations. The Company
plans to finance these capital expenditures primarily through
operating cash flows.
The Company's book value per share at September 30, 2008 was
$1.16, compared with $1.13 at June 30, 2008.
The Company has a $1,000,000 bank line of credit facility. As of
September 30, 2008 there was $979,840 outstanding under this
facility as well as outstanding letters of credit of $20,160.
As indicated above, the Company believes that its financial
position and debt capacity should enable it to meet its current
and future 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 September 30, 2008, inflation
did not have a significant effect on the Company's results in the
first three months of fiscal year 2009.
RESULTS OF OPERATIONS
FIRST QUARTER OF FISCAL YEAR 2009 COMPARED
WITH FIRST QUARTER OF FISCAL YEAR 2008
CEMETERY OPERATIONS
Cemetery revenue from operations increased $60,428 to $766,529 for
the first quarter of fiscal year 2009, or 9% over the prior year
comparable period revenue of $706,101. The increase was primarily
due to increases in cemetery land sales of $54,246, foundation
fees of $39,125, grave liners of $28,703, interment fees of
$54,214, a decrease in overtime fees of $7,500, which were offset
by revenue account decreases for the sale of markers of $109,598
and sale of mausoleum space of $13,900. All decreases were
primarily the result of the economy and a decrease in
discretionary spending.
The cemetery gross profit margin increased to 40% in the first
quarter of fiscal year 2009, an increase of 9% compared to the
corresponding period in fiscal year 2008. The increase was
attributable to an overall increase in sales prices, offset by a
decrease in number of marker sales and the allocation of employee
benefits to sales and general and administrative expenses.
Interest income from cemetery care funds decreased $1,718, or 6%,
in the first quarter of fiscal year 2009 when compared to the
corresponding period in fiscal year 2008. The decrease was due to
decreased rates earned on funds.
Selling expenses as a percentage of sales increased to 10%, or an
increase of 2% in comparison to the prior year comparable period.
The increase is due to allocation of employee benefits to the
sales department.
General and administrative expenses increased $73,981, or 97%, in
the first quarter of fiscal year 2009 in comparison to the prior
year comparable period. The increase was primarily due to
increases in professional fees of $17,699, office salaries and
related benefits of $22,748, utilities of $1,134, and the
allocation of corporate assessment of $30,000.
AVIATION GROUND SUPPORT EQUIPMENT OPERATIONS:
Revenue increased $1,365,987 to $2,462,619, or 125%, in the first
quarter of fiscal year 2009 in comparison to the prior year
comparable period. The increase was due to an increase in
equipment sales of $1,431,728, which was due to three large f
oreign sales. The Company believes the increase in sales with
Russia was due to a new distributor, a Norway sale was due to the
weak dollar, and a sale to a company in Turkey resulted from the
consummation of a large contract won in 2007. The increase in
equipment sales was partially offset by a decrease in parts sales
of $58,101 to $86,954 during the first quarter of fiscal year
2009, or a change of 40%.
Gross profit margin increased to 13% in the first quarter of fiscal
year 2009, an improvement of 12% when compared to the corresponding
period in fiscal year 2008. The improvement was due to the
increased volume noted above.
Selling expenses for the aviation ground support equipment
business as a percentage of sales decreased to 3%, or a decrease
of 2% in comparison to the prior year comparable period. The
decrease was primarily due less travel and related sales expenses.
General and administrative expenses in the first quarter of fiscal
year 2009 increased $44,030, or 67% in comparison to the first
quarter of fiscal year 2008. The increase was primarily due to
the hiring of a chief financial officer ($27,500) and professional
fees of $20,000 for the accounting audit. Accounting fees
historically have been recorded on Oakridge Holdings, Inc.
Interest expense in the first quarter of fiscal year 2009 was
$97,426, or an increase of $42,138, or 76%, in comparison to the
first quarter of fiscal year 2008. The increase was due to
increased international sales, which result in a greater line of
credit balance outstanding due to the longer collection time caused
by increased shipping days for international sales. The line of
credit balance outstanding also increased during the first quarter
of fiscal year 2009 due to the refinancing of the land and
building used in aviation and ground support operations.
Interest income in the first quarter of fiscal year 2009 was
$6,394, or a decrease of $42,217, or 87%, in comparison to the
first quarter of fiscal year 2008. The decrease was due to a
sales-type lease with the United States Air Force for disabled
passenger transporters being completed during fiscal year 2008.
OAKRIDGE HOLDINGS, INC.
General and administrative expenses in the first quarter of fiscal
year 2009 decreased $83,411, or 57%, in comparison to the first
quarter of fiscal year 2008. The decrease was due to allocation
of corporate assessment for Robert C. Harvey's management of
$30,000 to the Company's operating segments, professional fees of
$46,639 (audit allocated evenly with the cemetery and aviation and
ground support operations), and training expenses of $5,374.
Interest expense in the first quarter of fiscal year 2009 was
$13,163, or a decrease of $4,424, or 25%, in comparison to the
first quarter of fiscal year 2008. The decrease was primarily due
to lower bank debt balances outstanding.
OFF BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCOURSES 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 have concluded that the
Company's disclosure controls and procedures are 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.
No change in the Company's internal control over financial
reporting was identified in connection with the evaluation required
by Rule 13a-15(d) of the Exchange Act that occurred during the
period covered by this quarterly report and that has materially
affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is from time to time involved in ordinary course
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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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-QSB/A for the quarterly period ended September 30, 2006:
3(i) Amended and Restated Articles of Incorporation,
as amended (1)
3(ii) Amended and Superseding By-Laws of the Company,
as amended (1)
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Section 1350 Certifications.
(1) 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
Date: July 24, 2009
INDEX TO EXHIBITS
DESCRIPTION METHOD OF FILING
3(i) Amended and Restated Articles of (incorporated by
Incorporation of the Company reference)
3(ii)Amended and Superseding By-Laws (incorporated by
of the Company, as amended reference)
31 Rule 13a-14(a)/15d-14(a) (filed electronically)
Certifications
32 Section 1350 Certifications (filed electronically)