UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 5, 2013
OAKRIDGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-1937 41-0843268
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
400 WEST ONTARIO STREET, CHICAGO, ILLINOIS 60654
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 505-9267
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant's Certifying Accountant.
On July 1, 2013, the practice of Moquist Thorvilson Kauffmann LLC ("MTK"),
which was engaged as the independent registered public accounting firm of
Oakridge Holdings, Inc. (the "Company") was combined with BDO USA, LLP ("BDO")
and the professional staff and partners of MTK joined BDO either as employees
or partners of BDO. As a result of this transaction, MTK resigned as the
Company's independent registered public accounting firm on August 5, 2013.
On August 6, 2013, following the resignation of MTK, the Company, through and
with the approval of its Audit Committee, appointed BDO as its independent
registered public accounting firm.
MTK's reports on the Company's consolidated financial statements for the
years ended June 30, 2012 and 2011 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
During the Company's two most recent fiscal years and the subsequent
interim period preceding MTK's resignation, there were: (i) no "disagreements"
(within the meaning of Item 304(a) of Regulation S-K) with MTK on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of MTK, would have caused it to make reference to the subject
matter of the disagreements in its reports on the consolidated financial
statements of the Company; and (ii) except as noted below, no "reportable
events" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
In connection with its audit of the Company's financial statements for the
years ended June 30, 2012 and 2011, MTK reported the existence of material
weaknesses in the Company's internal control over financial reporting to the
Audit Committee of the Company. More specifically, the material weaknesses
relate to the following:
- 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 be
adequately reviewed. This is normally accomplished by assigning duties so
that no one person handles a transaction from beginning to end and
incompatible duties between functions are not handled by the same person.
Management plans to explore implementing cost-effective measures to establish
a more formal review process in an effort to reduce the risk of fraud and
financial misstatements.
- Due to weaknesses in the Company's financial reporting controls specifically
relating to inventory at the Aviation Ground Support Equipment segment,
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. Management plans to explore implementing cost-effective measures
to improve its inventory reporting system in an effort to reduce the risk of
a material misstatement of the financial statements.
These material weaknesses have not been corrected.
The Company has provided MTK with a copy of this Form 8-K prior to its
filing with the U.S. Securities and Exchange Commission ("SEC") and requested
MTK to furnish to the Company a letter addressed to the SEC stating that it
agrees with the statements made above. A copy of MTK's letter dated
August 7, 2013 is attached as Exhibit 16.1 to this Form 8-K.
During the Company's two most recent fiscal years and the subsequent
interim period preceding BDO's engagement, neither the Company nor anyone on
its behalf consulted BDO regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's consolidated
financial statements, and no written report or oral advice was provided to
the Company that BDO concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of a "disagreement"
or "reportable event" (within the meaning of Item 304(a) of Regulation S-K
and Item 304(a)(1)(v) of Regulation S-K, respectively).
In approving the selection of BDO as the Company's independent registered
public accounting firm, the Audit Committee considered all relevant factors,
including that no non-audit services were previously provided by BDO to the
Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
16.1 Letter from Moquist Thorvilson Kauffmann LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OAKRIDGE HOLDINGS, INC.
Date: August 8, 2013 /s/ Robert C. Harvey
Robert C. Harvey
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of the Board of Directors
EXHIBIT INDEX
EXHIBIT INDEX
Exhibit Description Method of Filing
16.1 Letter from Moquist Thorvilson Kauffmann LLC Filed Electonically