June 13, 2012


U.S. Securities and Exchange Commission	                   BY EDGAR
100 F Street, N.E.
Washington, DC  20549
Attention:  Kevin Woody/ Robert Telewicz


Re: Oakridge Holdings, Inc.
    Form 10-K
    Filed October 3, 2011
    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 16, 2012. For convenience, the Staff's numbered comments are set
forth below, followed by Oakridge's responses.

Oakridge hereby represents that (i) 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 action
with respect to the filings and (iii) Oakridge may not assert Staff comments
as a defense in any proceedings initiated by the Securities and Exchange
Commission or any person under the federal securities laws of the United
States.


Form 10-K for the year ended June 30, 2011:


Financial Statements

10.  Income taxes

1. We have considered your response to our prior comment. We remain unclear
how claiming a research and development credit resulted in a temporary
difference. Please explain to us in further detail why the research and
development credit is does not create a permanent difference between your
income tax and GAAP financial statements. In your response tell us how and
when the deferred tax asset will reverse in future periods.

Response:

The Company believes claiming the research and development (R&D) credit
resulted in a temporary difference for the following two reasons: First of
all, R&D credits are recognized as a reduction of tax expense in the year
the tax credits are earned for financial accounting purposes. Additionally,
R&D credits are nonrefundable credits, which means the Company will not be
entitled to the payment from government for these credits if the Company's
taxable income has been reduced to zero before taking available credits
that year. Secondly, if the R&D credits can't be utilized to reduce income
tax expense in the year earned, absent a valuation allowance, they are
recorded as a deferred tax asset in the year earned.  Deferred income tax
assets represent amounts available to reduce income taxes payable on taxable
income in future year. So R&D credits meet the following two criteria
mentioned in the definition of temporary difference set forth in
ASC 740-10-20: a. Result from events that have been recognized in the
financial statements. b. Will result in taxable or deductible amounts in
future years based on provisions of the tax law.

Going forward, we will make sure to have sufficient explanation of
deferred tax credit in future filings. We will also evaluate the
recoverability of these tax credits by assessing the adequacy of future
expected taxable income from all sources, including reversal of taxable
temporary differences, forecasted operating earnings and available
tax planning strategies. To the extend we do not consider it more likely
than not that a deferred tax asset will be recovered, a valuation allowance
will be established.

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 312-505-9267. My fax number is 651-454-5143




Sincerely,

/s/ Robert C. Harvey

Robert C. Harvey
President and Chief Executive Officer