UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - K

[ x ]
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934For the fiscal year
    ended June 30, 2009


[     ]
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934For the transition
    period from [    ] to [    ]


> Commission File
>     Number: [ ]

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Nevada
    -------------(State or Other Jurisdiction of Incorporation or Organization)
    (IRS Employer Identification No.)Suite 1609, 16/F., Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong
    n/a(Address of Principal Executive Offices)
    (Zip Code)


(206) 424 7587(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)



Securities registered under Section 12(b) of the Act:

Title of each class registered:
    -------------------------------
    None
    Name of each exchange on which registered:
    ------------------------------------------
    None


Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 Par Value

(Title of Class)

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Indicate
    by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
    the Securities Act.


Yes [   ] No [ x ]

Indicate by check mark if the
    registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
    Act.


Yes [   ] No [ x ]

Indicate by check
    whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15
    (d) of the Securities Exchange Act of 1934 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.


Yes [ x ]   No [ ]

Indicate
    by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
    not contained herein, and will not be contained, to the best of registrant's knowledge, in
    definitive proxy or information statements incorporated by reference in Part III of this
    Form 10-K or any amendment to this Form 10-K.


[   ]

Indicate by check
    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 "small reporting
    company" in Rule 12b-2 of the Exchange Act. (check one)


Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [ ] Smaller Reporting Company [ x ]

Indicate by check
    mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
    Act).


Yes [ x ]    No [ ]

On September 15,
    2009, the number of shares held by non-affiliates of the registrant was 1.260.000 shares
    of common stock. There is no calculation on the aggregate market value of the voting stock
    held by non-affiliates at the moment, as the Company's shares
    have not yet traded on the Over-the-counter Bulletin Board.


Solely for the
    purpose of this calculation, shares held by directors and officers of the registrant have
    been excluded. Such exclusion should not be deemed a determination or an admission by
    registrant that such individuals are, in fact, affiliates of the registrant.


The number of common
    equity shares outstanding as of September 15, 2009 was 6,510,000 shares of Common Stock,
    $0.001 par value.


DOCUMENTS INCORPORATED BY REFERENCE


Exhibits incorporated by reference are referred under Part IV.


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ORWARD-LOOKING
    STATEMENTSThis
    Current Report on Form 10-K report contains forward-looking statements of management of
    the Company that are, by their nature, subject to risks and uncertainties. Forward-looking
    statements are statements that estimate the happening of future events are not based on
    historical fact. Forward-looking statements may be identified by the use of
    forward-looking terminology, such as "may", "shall",
    "could", "expect", "estimate", "anticipate",
    "predict","probable", "possible",
    "should", "continue", or similar terms, variations of those terms or
    the negative of those terms. The forward-looking statements appear in a number of places
    in this Form 10-K report have been formed by our management on the basis of assumptions
    made by management and considered by management to be reasonable. However, whether actual
    results and developments will meet the Company's expectations and predictions depends on a
    number of known and unknown risks and uncertainties and other factors, any or all of which
    could cause actual results, performance or achievements to differ materially from
    Company's expectations, whether expressed or implied by such forward looking statements.
    Our future operating results are impossible to predict and no representation, guaranty, or
    warranty is to be inferred from those forward-looking statements.The
    assumptions used for purposes of the forward-looking statements contained in this Form
    10-K report represents estimates of future events and are subject to uncertainty as to
    possible changes in economic, legislative, industry, and other circumstances. As a result,
    the identification and interpretation of data and other information and their use in
    developing and selecting assumptions from and among reasonable alternatives require the
    exercise of judgment. To the extent that the assumed events do not occur, the outcome may
    vary substantially from anticipated or projected results, and, accordingly, no opinion is
    expressed on the achievability of those forward-looking statements. No assurance can be
    given that any of the assumptions relating to the forward-looking statements in this Form
    10-K report are accurate, and we assume no obligation to update any such forward-looking
    statements. If we do update or correct one or more forward-looking statements, investors
    and others should not conclude that we will make additional updates or corrections with
    respect to other forward-looking statements.


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TABLE OF CONTENTS

PART IITEM 1.
    Business
    
    1ITEM 1A.
    Risk Factors
    
    4ITEM 1B.
    Unresolved Staff Comments
    
    14ITEM 2.
    Properties
    
    14ITEM 3.
    Legal Proceedings
    
    14ITEM 4.
    Submission of Matters to a Vote of Security Holders
    
    14


PART IIITEM 5.
    Market for Registrant's Common Equity, Related
    Stockholder Matters and Issuer Purchases of Equity Securities
    
    15ITEM 6.
    Selected Financial Data
    
    15ITEM 7.
    Management's Discussion and Analysis of Financial
    Condition and Results of Operation
    
    16ITEM 7A.
    Quantitative and Qualitative Disclosures About Market
    Risk
    
    19ITEM 8.
    Financial Statements and Supplementary Data
    
    19ITEM 9.
    Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosures
    
    20ITEM 9A
    Controls and Procedures
    
    20ITEM 9B.
    Other Information
    
    20


PART IIIItem 10
    Directors, Executive Officers and Corporate Governance
    
    21Item 11
    Executive Compensation
    
    22Item 12
    Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters
    
    24Item 13
    Certain Relationships and Related Transactions, and
    Director Independence
    
    24Item 14
    Principal Accounting Fees and Services
    
    25


PART IVITEM 15
    Exhibits, Financial Statement Schedules
    
    26SIGNATURES
    
    
    27


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PART IITEM
    1. BUSINESS.


Operation OverviewBusiness of the Issuer


Oakridge
    International Corporation is an environmental services company specializing in recovering
    raw materials from End Of Life ("EOL") electronic printed circuit boards and
    other electronic products and components. We plan to own recycling facilities in Hong Kong
    and then in the USA. Our main operations and services will include the acquisition of EOL
    recyclable materials such as scrap Printed Circuit Boards ("PCBs") from PCB
    factories, EOL electronic products from recycling centers, and other EOL electronic
    sources. After we have processed the PCBs or scrap through our facilities utilizing a
    proprietary recycling technology, we will then sell the raw materials recovered to
    customers in the USA and China. We believe the major customers for the raw materials will
    be manufacturers that can utilize the raw materials in the creation of new products. We
    believe our recycling process and the use of the recycled raw materials is both
    environmentally correct, and for corporations and individuals worldwide, an essential
    responsibility to ensure that EOL electronic products are properly recycled.


We are a development
    stage company that has generated modest revenues of $11,295 from operations since our
    incorporation on October 31, 2007 to June 30, 2009. We have incurred losses since our
    inception.


For the
    year ended June 30, 2009, we focused on developing a business model for this recycling
    technology and performing due diligence regarding potential sources for acquiring
    recyclable materials.


Summary of Our PlansTo implement our
    business plan, in addition to raising additional financing, we will need to secure and
    negotiate contracts with acceptable terms for:


*
    Sources of EOL electronic PCBs from recycling centers and scrap PCBs from PCB
    factories*
    Customers for the raw materials recovered from this recycling technology*
    Facilities for processing these materials


1

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Products and ServicesWe will
    acquire and process EOL electronics products specializing in the environmentally correct
    processing of printed circuit boards. The normal process for recycling PCBs starts with
    disassembly and component recycling where possible. Certainly any hazardous components
    need to be removed and isolated prior to being processed. Utilizing the proprietary
    technological process that we have licensed, the PCBs are then shredded and granulated by
    machine, separating metals from the fibers that constitute the majority of the PCBs. The
    process generates two raw materials: fiber residue and metal concentrate.


We
    believe the fiber residue can be used in several industries to enhance products. We
    believe it can be used in the composite industry as filler in resins to make products such
    as furniture, wall sidings and "plastic" lumber, and that these composite
    products can be given appearance of wood, marble or granite. We also believe that the
    fiber residue can be used as an additive in waterproofing materials, asphalt and concrete.


The
    metal concentrate is primarily copper, although there may also be smaller quantities of
    other precious metals, such as gold, palladium and silver, depending upon the mix of PCBs
    input into the process. The different metals in the metal concentrate can then be
    recovered by a variety of separation processes. We currently plan to sell this metal
    concentrate to smelters until other separation techniques can be developed. In general, we
    need to ensure that the cost of processing the PCBs is less than the resale value of the
    raw materials recovered in the recycling process.


Sales, Marketing and DistributionOur intended
    recycling technology for processing printed circuit boards produces no emissions into the
    environment, and the output of the process is raw materials that can be utilized in the
    creation of new products. This is distinctly different from current methods of processing
    PCBs that include chemical and burning techniques that produce harmful emissions and
    byproducts that need additional disposal. In order to make the benefits of our process
    known, our marketing efforts will be a vital part of our operation. We will market to
    recycling centers and PCB factories for product supply, and to smelters and product
    manufacturers for the output materials of our process. We plan to allocate a considerable
    portion of our operating budget to this marketing effort that may include hiring industry
    experts and consultants, and marketing personnel, advertising in trade magazines and
    publications.


Recycle Technology


Our plan is to have
    PCB recycling facilities in Asia and the USA. We plan to use a PCB recycling process where
    we recycle scrap and EOL PCBs in an efficient and environmentally friendly process. The
    technology involves special crushing of PCBs, followed by separation of the metallic and
    non-metallic materials with a proprietary separation process. The technique has advantages
    over other methods proposed for recycling PCBs since it does not involve any secondary
    pollutants that are harmful to the environment.


In March 2008, we
    signed a Technology License Agreement for the PCB Recycling process paying an initial
    refundable deposit of US$10,000. Under the agreement, the Company has a non-exclusive
    license to the technology for recycling PCB's outside of
    China. The Company was required to pay a further US$40,000 for the Technology License by
    September 30, 2008, after which all funds would become non-refundable. At the end of
    September 2008, the Technology License Agreement was extended by mutual consent for
    another six months until March 31, 2009 in order for the Company to complete its
    evaluation. On March 30, 2009, this Technology License Agreement was further extended by
    mutual consent for six months to September 30, 2009.
    On June 29, 2009 we entered into a Binding
    Memorandum of Terms for the proposed acquisition ofTotal Union PCB Recycle Ltd.
    ("Total Union"), the licensor of the PCB Recycling process. The agreement is
    pending completion of definitive documents and closure of a Private Investments in Public
    Equity ("PIPE") by Oakridge to support the transaction, prior to December 31,
    2009 after which the Company's right to acquire Total Union
    will cease.


2

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Market


As the world becomes
    more digitalized through the increasing utilization of electronics devices, there is an
    accelerating amount of obsolete electronic devices including personal computers, printers,
    fax machines, cell phones and other electrical and electronic equipment that has reached
    their useful End Of Life each year. In the United States, the Environmental Protection
    Agency ("EPA") has estimated that in 2007 there were 2.2 Million Tons of EOL
    products, of which only 18.4% were recycled, the remainder primarily going to landfills.
    The news media has also documented that some of this electronic waste is being exported to
    developing countries.


Printed
    circuit boards are typically made of layers of thin copper foil circuitry and insulating
    layers of an epoxy resin. Board contacts and components add traces of other precious
    metals. While the value of these metals is recognized, the typical extraction methods of
    burning or chemical processing releases toxic emissions and has created extremely polluted
    cities like Guiyu, China. The pending acquisition of Total Union and its proprietary
    process is mechanical, and releases no emissions.


Competition


Around the world,
    obsolete electronic equipment is typically discarded with domestic refuse, deposited in
    landfills, or incinerated without any pre-treatment. Depending upon the design and
    construction of these PCBs, the PCBs and their components primarily contain insulating
    resin and copper, and may also contain trace amounts of other precious metals. Currently,
    the small percentage of PCBs that are recycled for the recovery of these metals has
    involved hydrometallurgical, thermal and other processes that create secondary pollution
    that is harmful to the environment.
    While the typical extraction methods of burning and
    chemical processing do deliver these commodity metals, it is done at the expense of the
    environment. The mechanical process yields two raw materials, a resin powder and a metal
    concentrate with no emissions or impact to the environment. The resin powder is utilized
    as an additive in products such as outdoor decking, furniture, and waterproofing
    materials. The metal concentrate, primarily copper, is used to create new electrical and
    electronic products such as wire, printed circuit boards, and other electrical components.
    The markets for our products and services are
    competitive, and we face competition from a number of sources. Many of our competitors
    have substantially greater resources than us. Those resources may include greater name
    recognition; larger product lines; complementary lines of business; and greater financial,
    marketing, information systems, and other resources. We can give no assurance that
    competitive pressures will not materially and adversely affect the Company's business,
    financial condition, and results of operations.





3

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ITEM
    1A. RISK FACTORS


An investment in our
    common stock involves a high degree of risk. You should carefully consider the following
    factors and other information in this Form 10K filing before deciding to invest in our
    company. If any of the following risks actually occur, our business, financial condition,
    results of operations and prospects for growth would likely suffer. As a result, you could
    lose all or part of your investment.


We
    have experienced net losses and have not made any significant sales and revenue to date.
    Therefore, you should not rely on our historical results of operations as an indication of
    our future performance.


During the period
    from inception on October 31, 2007 through June 30, 2009, we incurred net losses of
    approximately $44,831. In November 2008, the Company sold 36 tons of scrap PCBs for
    $11,295 for a net profit of $474. Our future success is dependent on our ability to the
    buy electronic waste (including PCBs) and the subsequent sale of the recycled materials.
    The success of the business, will depend upon a number of factors including but not
    limited to locating sources of recycled PCBs, arranging shipping, locating customers and
    operating the recycling facilities. None of these factors is demonstrated by our historic
    performance to date and there is no assurance we will be able to accomplish them in order
    to sustain our operations. We may never develop profitable operations. As a result, there
    is no assurance of future successful performance of our business.


Our financial
    condition raises substantial doubt about our ability to continue as a going concern. You
    will be unable to determine whether we will ever become profitable.


Our independent
    auditors have indicated in their audit report for the period ended at June 30, 2009 that
    there is substantial doubt about our ability to continue as a going concern over the next
    twelve months. Our poor financial condition could inhibit our ability to achieve our
    business plan and therefore an investor cannot determine if we will ever become
    profitable.


If we do not obtain additional
    financing, our business will fail.


We have determined
    our current operating funds are not sufficient to complete our intended business
    objectives. As of June 30, 2009, we had cash on hand in the amount of $667. We will need
    to raise additional capital in order to cover the costs of implementing our business plan.
    We estimate that we will need to raise $5.0 million to fully execute our operating plan.
    For the next 12 months, we will require a minimum of $25,000 to pay for the ongoing
    corporate costs of annual filing fees, audit, accounting, and office related cost. We do
    not currently have any arrangements for financing and may not be able to find such
    financing if required. We currently do not have any significant operations and we have had
    modest revenue. Our Chairman, Mr. Ku, has indicated that he is prepared to lend to the
    Company up to $25,000 to cover our operating costs over the next 12 months, but there are
    no formal arrangements in this regard. He is not legally obligated to loan funds to the
    Company. There is no guarantee that we will receive such loans.


If we are not able to raise the money
    to acquire Total Union, our business will be detrimentally affected.


We have entered into
    a Binding Memorandum of Terms for the proposed acquisition of Total Union PCB Recycle
    Limited. If we are not able to raise the funds required by December 31, 2009, we may not
    be able to complete this acquisition, which would detrimentally affect our business plans
    and future success.


If we are not able to obtain agreements
    with suppliers of scrap PCBs, our business will fail.


We have not entered
    into a formal agreement with any entity to acquire the scrap PCBs we intend to process at
    our own recycle plant or third party recycle plants. Even if we are able to reach an
    agreement with a material source, we may not be able to obtain the financing necessary to
    secure the scrap PCBs. If we are unable to locate suitable sources for scrap PCBs for our
    recycle plant, our business will fail.


4

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If we cannot
    find customers to purchase the raw materials recovered from the PCBs from us on acceptable
    terms, we will not be able to establish our business and thus it will fail.


Even if we secure
    scrap PCBs for recycling, we may not be able to secure purchasers for the resin powder and
    precious metals recovered from the recycled PCBs on acceptable terms. Without purchasers
    for these raw materials, we will not be able to proceed with our business plan.


Officers and
    directors owns 80.64% of our outstanding common stock, and he could exercise significant
    control over corporate decisions that may be disadvantageous to minority shareholders.


Both of our officers
    who are also directors, Mr. Michael Burney and Mr. Sau Shan Ku, together own approximately
    80.64% of the outstanding shares of our common stock. Accordingly, they will have a
    significant influence in determining the outcome of all corporate transactions, including
    mergers, consolidations, and the sale of all or substantially all of our assets. They will
    also have the power to influence a change in control. The interests of the officers and
    directors may differ from the interests of the other stockholders and thus result in
    corporate decisions that are disadvantageous to other shareholders.


Because
    current management does not have any technical experience in the recycling sector, our
    business has a higher risk of failure.


While management has
    experience in doing business in and with China, management does not have experience in the
    field of recycled PCBs, and sale of precious metals. As a result, we may not be able to
    recognize and take advantage of opportunities in the recycled PCBs sector without the aid
    of additional employees or qualified consultants. In addition, management may not be fully
    aware of specific requirements necessary for the resale of the raw materials generated by
    our process. Therefore management's decisions and choices may
    adversely affect our operations and earnings, and our ultimate financial success may
    suffer irreparable harm as a result.


We will incur
    significant costs complying with our obligations as a reporting company, and our ability
    to attain profitable operations will be adversely impacted.


We are required to
    file periodic reports with the Securities & Exchange Commission, including financial
    statements and disclosure regarding changes in our operations. We anticipate that we will
    incur a minimum of $25,000 per year in order to comply with these reporting requirements.
    As our operations become more complex, it is anticipated that these costs will increase.
    These compliance costs will be charged to operations and will negatively impact our
    ability to attain profitable operations.


5

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Our management
    team is currently not earning salary or receiving expenses, which may affect the
    implementation of our business plan.


Mr. Burney, our CEO
    entered into an employment agreement with the Company on July 17, 2009 under which Mr.
    Burney agreed not to accept or accrue any salary or expenses until additional financing is
    acquired. As the acquisition of additional financing cannot be assured, the ongoing
    services of Mr. Burney cannot be assured and therefore may adversely affect the
    implementation of our business plan.
    In addition, we currently have two part time
    employees including Mr. Sau Shan Ku, our CFO. Mr. Ku anticipates that during the next 12
    months he will devote approximately 50% of his time to our business, also in an unpaid
    capacity. Mr. Ku may not be able to devote the time necessary to our business to assure
    successful implementation of our business plan.


Our management
    decisions are made by Mr. Michael Burney and Mr. Sau Shan Ku; if we lose their services,
    our revenues may be adversely affected.


The success of our
    business is dependent upon the expertise of management. Because Mr. Burney and Mr. Ku are
    essential to our operations, you must rely on their management decisions. We have not
    obtained any key person life insurance relating to them. If we lose their services, we may
    not be able to hire and retain other management with comparable experience. As a result,
    the loss of their services could adversely affect our future revenues.


There is
    intense competition for qualified technical professionals and sales and marketing
    personnel, and our failure to attract and retain these people could affect our ability to
    respond to rapid technological changes and to increase our revenues.


Our future success
    depends upon our ability to attract and retain qualified technical, sales and marketing
    personnel. Competition for talented personnel, particularly technical professionals, is
    intense. This competition could increase the costs of hiring and retaining personnel. We
    may not be able to attract, retain, and adequately motivate our personnel or to integrate
    new personnel into our operations successfully.


Our
    environmental services operations may subject us to potential environmental liability.


Our environmental
    services business may include certain types of hazardous waste, and may subject us to
    risks of liability for damages. Such liability could involve, without limitation, claims
    for clean-up costs, personal injury or damage to the environment in cases in which we are
    held responsible for the release of hazardous materials, and claims of employees,
    customers, or third parties for personal injury or property damage occurring in the course
    of our operations.  We could also be deemed a responsible party for the cost of
    cleaning any property which may be contaminated by hazardous substances generated by us
    and disposed at such property or transported by us to a site selected by us, including
    properties we own or lease.


6

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If
    we cannot maintain our government permits or cannot obtain any required permits, we may
    not be able to continue or expand our operations.


Our business is
    subject to extensive, evolving, and increasingly stringent federal, state, and local
    environmental laws and regulations. Such federal, state, and local environmental laws and
    regulations govern our activities regarding the treatment, storage, recycling, disposal,
    and transportation of hazardous and non-hazardous waste. We must obtain and maintain
    permits, licenses and/or approvals to conduct these activities in compliance with such
    laws and regulations. Failure to obtain and maintain the required permits, licenses and/or
    approvals would have a material adverse effect on our operations and financial condition.
    If we are unable to maintain our currently held permits, licenses, and/or approvals or
    obtain any additional permits, licenses and/or approvals which may be required as we
    expand our operations, we may not be able to continue certain of our operations.


Changes
    in environmental regulations and enforcement policies could subject us to additional
    liability which could impair our ability to continue certain operations due to the
    regulated nature of our operations.


Because the
    environmental industry continues to develop rapidly, we cannot predict the extent to which
    our operations may be affected by future enforcement policies as applied to existing laws,
    by changes to current environmental laws and regulations, or by the enactment of new
    environmental laws and regulations. Any predictions regarding possible liability under
    such laws are complicated further by current environmental laws which provide that we
    could be liable, jointly and severally, for certain activities of third parties over whom
    we have limited or no control.


As
    our operations expand, we may be subject to increased litigation which could have a
    negative impact on our future financial results.


Our operations are
    regulated by numerous laws regarding procedures for waste treatment, storage, recycling,
    transportation and disposal activities, all of which may provide the basis for litigation
    against us. In recent years, the waste treatment industry has experienced a significant
    increase in so-called "toxic-tort" litigation as those injured by contamination
    seek to recover for personal injuries or property damage. We believe that as our
    operations and activities expand, there will be a similar increase in the potential for
    litigation alleging that we are responsible for contamination or pollution caused by our
    normal operations, negligence or other misconduct, or for accidents which occur in the
    course of our business activities. Such litigation, if significant and not adequately
    insured against, could impair our ability to fund our operations. Protracted litigation
    would likely cause us to spend significant amounts of our time, effort and money. This
    could prevent our management from focusing on our operations and expansion.


7

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If environmental regulation
    or enforcement is relaxed, the demand for our services will decrease.


The demand for our
    services is substantially dependent upon the public's concern with, the continuation and
    proliferation of, the laws and regulations governing the treatment, storage, recycling,
    and disposal of hazardous and non-hazardous waste. A decrease in the level of public
    concern, the repeal or modification of these laws, or any significant relaxation of
    regulations relating to the treatment, storage, recycling, and disposal of hazardous waste
    would significantly reduce the demand for our services and could have a material adverse
    effect on our operations and financial condition. We are currently not aware of any
    current federal or state government or agency efforts in which a moratorium or limitation
    has been, or will be, placed upon the creation of new hazardous waste regulations that
    would have a material adverse effect on us.


Due to the
    lack of a trading market for our securities, our shares are currently not liquid, and you
    may have difficulty selling any shares you purchase in this offering.


We are
    currently not registered on any public stock exchange. There is presently no demand for
    our common stock and no public market exists for our shares. We have contacted a market
    maker and will apply to have our shares quoted on the OTC Electronic Bulletin Board
    (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last
    sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not
    an issuer listing service, market or exchange. Although the OTCBB does not have any
    listing requirements per se, to be eligible for quotation on the OTCBB, issuers must
    remain current in their filings with the SEC. Market makers are not permitted to begin
    quotation of a security whose issuer does not meet this filing requirement. Securities
    already quoted on the OTCBB that become delinquent in their required filings will be
    removed following a 30 or 60 day grace period if they do not make their required filing
    during that time. As of the date of this filing, we have engaged in discussions with a
    market maker concerning the filing of Form 211 with the Financial Industry regulatory
    Authority (FINRA) to qualify our securities for quotation on the OTCBB. We cannot
    guarantee that our application, when filed, will be accepted or approved and that our
    stock would be listed and quoted for sale or that a future trading market for our
    securities will develop. If no market is ever developed for our common stock, it will be
    difficult for you to sell any shares you purchase in this offering. In such a case, you
    may find that you are unable to achieve any benefit from your investment or liquidate your
    shares without considerable delay, if at all. In addition, if we fail to have our common
    stock quoted on a public trading market, your common stock will not have a quantifiable
    value and it may be difficult, if not impossible, to ever resell your shares, resulting in
    an inability to realize any value from your investment. Restrictions on the sale of our
    stock as a Penny Stock may limit your ability to resell or a prospective purchaser to
    purchase any shares you acquire in this offering.


8

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Our shares
    will be "penny stocks" as that term is generally defined in the Securities
    Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares
    thus will be subject to rules that impose sales practice and disclosure requirements on
    broker-dealers who engage in certain transactions involving a penny stock.


Under the penny
    stock regulations, a broker-dealer selling a penny stock to anyone other than an
    established customer or accredited investor must make a special suitability determination
    regarding the purchaser and must receive the purchaser's
    written consent to the transaction prior to the sale, unless the broker-dealer is
    otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or
    annual income exceeding $200,000 individually or $300,000 together with his or her spouse,
    is considered an accredited investor. In addition, under the penny stock regulations the
    broker-dealer is required to:


*
    Deliver, prior to any transaction involving a penny stock, a disclosure
    schedule prepared by the Securities and Exchange Commissions relating to the penny stock
    market, unless the broker-dealer or the transaction is otherwise exempt;


*
    Disclose commissions payable to the broker-dealer and our registered
    representatives and current bid and offer quotations for the securities;


*
    Send monthly statements disclosing recent price information pertaining to the
    penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and


*
    Make a special written determination that the penny stock is a suitable
    investment for the purchaser and receive the purchaser's
    written agreement to the transaction, prior to conducting any penny stock transaction in
    the customer's account.


Because of these
    regulations, broker-dealers may encounter difficulties in their attempt to sell shares of
    our common stock, which may affect the ability of selling shareholders or other holders to
    sell their shares in the secondary market and have the effect of reducing the level of
    trading activity in the secondary market. These additional sales practice and disclosure
    requirements could impede the sale of our securities, if our securities become publicly
    traded. In addition, the liquidity for our securities may be decreased, with a
    corresponding decrease in the price of our securities. Our shares in all probability will
    be subject to such penny stock rules and our shareholders will, in all likelihood, find it
    difficult to sell their securities.


9

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Sales of our
    common stock under Rule 144 could reduce the price of our stock.


All of 5,250,000
    shares of our common stock held by affiliates are restricted securities under Rule 144 of
    the Securities Act of 1933. In general, persons holding restricted securities, including
    affiliates, must hold their shares for a period of at least six months, may not sell more
    than one percent of the total issued and outstanding shares in any 90-day period, and must
    resell the shares in an unsolicited brokerage transaction at the market price. These
    restrictions do not apply to resales under Rule 144(k). The availability for sale of
    substantial amounts of common stock under Rule 144 could reduce prevailing market prices
    for our securities.


If
    our shares are quoted on the over-the-counter bulletin board, we will be required to
    remain current in our filings with the SEC and our securities will not be eligible for
    quotation if we are not current in our filings with the SEC.


In the event that
    our shares are quoted on the over-the-counter bulletin board,we will be
    required to remain current in our filings with the SEC in order for shares of our common
    stock to be eligible for quotation on the over-the-counter bulletin board. In the event
    that we become delinquent in our required filings with the SEC, quotation of our common
    stock will be terminated following a 30 day grace period if we do not make our required
    filing during that time. If our shares are not eligible for quotation on the
    over-the-counter bulletin board, investors in our common stock may find it difficult to
    sell their shares.


Because we
    currently do not have an audit or compensation committee, shareholders will have to rely
    on the entire board of directors, all of which are not independent, to perform these
    functions.


We currently do not
    have an audit or compensation committee comprised of independent directors. Indeed, we do
    not have any audit or compensation committee. The board of directors as a whole performs
    these functions. Thus, there is a potential conflict in that board members who are
    management will participate in discussions concerning management compensation and audit
    issues that may affect management decisions.


10

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Risks associated with doing business
    in the PRC.


A
    portion of our revenue will be derived from our operations in China. Accordingly, our
    results of operations and prospects will be subject, to a significant extent, to the
    economic, political and legal developments in China, which have rapidly changed.


The PRC's economic, political and social conditions, as well as government policies,
    could affect our business. The PRC economy differs from the economies of most developed
    countries in many respects.


Our ability to find
    attractive customers for our products is based on the assumption that the Chinese economy
    will continue to grow. The PRC's economic growth has been
    uneven, both geographically and among various sectors of the economy. The PRC government
    has implemented various measures to encourage economic growth and guide the allocation of
    resources. Some of these measures benefit the overall PRC economy, but may also have a
    negative effect on us, depending on the industry in which we engage in a business
    combination. For example, our financial condition and results of operations may be
    adversely affected by PRC government control over capital investments or changes in tax
    regulations that are applicable to potential target businesses and business combinations.


The PRC economy has
    been transitioning from a planned economy to a more market-oriented economy. Although in
    recent years the PRC government has implemented measures emphasizing the use of market
    forces for economic reform, the reduction of state ownership of productive assets and the
    establishment of sound corporate governance in business enterprises, a substantial portion
    of productive assets in China is still owned by the PRC government. In addition, the PRC
    government continues to play a significant role in regulating industry development by
    imposing industrial policies. It also exercises significant control over PRC economic
    growth through the allocation of resources, controlling payment of foreign
    currency-denominated obligations, setting monetary policy and providing preferential
    treatment to particular industries or companies. We cannot assure you that China's economic, political or legal systems will not develop in a way that becomes
    detrimental to our business, results of operations and prospects.


11

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If political
    relations between the U.S. and the PRC weaken, it could make sale of our products less
    attractive to customers inside of the PRC.


The relationship
    between the United States and the PRC is subject to sudden fluctuation and periodic
    tension. Changes in political conditions in the PRC and changes in the state of Sino-U.S.
    relations are difficult to predict and could adversely affect our operations or cause
    potential our products to become less attractive to customers inside of the PRC. This
    could lead to a decline in our profitability and our stock price. Any weakening of
    relations between the U.S. and the PRC could have a material adverse effect on our
    operations.


If the PRC
    imposes restrictions to reduce inflation, future economic growth in the PRC could be
    severely curtailed which could lead to a significant decrease in our profitability.


While the economy of
    the PRC has experienced rapid growth, this growth has been uneven among various sectors of
    the economy and in different geographical areas of the country. Rapid economic growth can
    lead to growth in supply of money and rising inflation. In order to control inflation in
    the past, the PRC has imposed controls on bank credits, limits on loans for fixed assets
    and restrictions on state bank lending. If similar restrictions are imposed, it may lead
    to a slowing of economic growth and decrease the interest in the recycled products we may
    ultimately offer leading to a decline in our profitability.


Because
    Chinese law may govern some of our material agreements for acquisition and sale of our
    products, we may not be able to enforce our rights within the PRC or elsewhere, which
    could result in a significant loss of business, business opportunities or capital.


Chinese law may
    govern some of our material agreements for acquisition and sale of our recycled products,
    some or many of which could be with Chinese governmental agencies. We cannot assure you
    that we will be able to enforce any of our material agreements or that remedies will be
    available outside of the PRC. The Chinese legal system is similar to a civil law system
    based on written statutes. Unlike common law systems, it is a system in which decided
    legal cases have little precedential value. Although legislation in China over the past 25
    years has significantly improved the protection afforded to various forms of foreign
    investment and contractual arrangements in China, these laws, regulations and legal
    requirements are relatively new and their interpretation and enforcement involve
    uncertainties, which could limit the legal protection available to us, and foreign
    investors, including you. The inability to enforce or obtain a remedy under any of our
    future agreements could result in a significant loss of business, business opportunities
    or capital and could have a material adverse impact on our operations.


Uncertainties
    with respect to the Chinese legal system could have a material adverse effect on us.


China's legal system is based on written statutes. Prior court decisions may
    be cited for reference but have limited precedential value. Laws and regulations relating
    to foreign investments in China are relatively new, and China's
    legal system continues to rapidly evolve, the interpretations of many laws, regulations
    and rules are not always uniform and enforcement of these laws, regulations and rules
    involve uncertainties, which may limit legal protections available to us. In addition, any
    litigation in China may be protracted and result in substantial costs and diversion of
    resources and management attention.


12

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Fluctuations
    in the value of the renminbi relative to foreign currencies could cause the cost of our
    operations to increase and could affect our operating results.


Chinese
    companies will pay for our products with Chinese currency, the renminbi. We will be
    subject to increased risks relating to foreign currency exchange rate fluctuations that
    could have a material adverse affect on our business, financial condition and operating
    results. The value of renminbi against the United States dollar and other currencies may
    fluctuate and is affected by, among other things, changes in China's political and economic conditions. As we expect that some of our sales will
    be in China, any significant revaluation of the renminbi may materially and adversely
    affect our cash flows, revenues and financial condition. For example, to the extent that
    we need to convert United States dollars into renminbi for our operations, appreciation of
    renminbi against the United States dollar could have a material adverse effect on our
    business, financial condition and results of operations. Conversely, if we decide to
    convert our renminbi into United States dollars for other business purposes and the United
    States dollar appreciates against the renminbi, the United States dollar equivalent of the
    renminbi we convert would be reduced. The Chinese government recently announced that it is
    pegging the exchange rate of the renminbi against a number of currencies, rather than just
    the United States dollar. Fluctuations in the renminbi exchange rate could adversely
    affect our ability to operate our business.


13

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ITEM
    1B. UNRESOLVED STAFF COMMENTS


None.


ITEM 2. PROPERTIES.


Our principal office
    address is Suite 1609, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong. This is a
    service office we rent at a monthly basis at a rate of US$150 per month.


We are
    not subject to competitive conditions for property and currently have no property in
    insure. We have no policy with respect to investments in real estate or interests in real
    estate and no policy with respect to investments in real estate mortgages. Further, we
    have no policy with respect to investments in securities of or interests in persons
    primarily engaged in real estate activities.


ITEM 3. LEGAL PROCEEDINGS.


There are no legal actions pending against us nor are any legal actions contemplated by us
    at this time.


ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.


None.


14

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PART
    IIITEM
    5. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
    ISSUER PURCHASES OF EQUITY SECURITIES.


Market Information


A registrant that qualifies as a smaller reporting company is not required to provide the
    performance graph required in paragraph (e) of Item 201.


We have one class of securities, Common Voting Equity Shares ("Common Stock").
    Our common stock is not yet on the Over The Counter Bulletin Board. To have our shares of
    common stock on the OTC Bulletin Board, a market maker must file an application on our
    behalf in order to make a market for our common stock. To date, we have identified a
    market maker to file our application on Form 211 with the FINRA.


Issuer's Repurchase Of Equity Securities


None.


Holders


On September 15, 2009, the Company had 53 holders of record of our Common Stock.


Dividends


We have not declared or paid dividends on our Common Stock since our formation, and we do
    not anticipate paying dividends in the foreseeable future. Declaration or payment of
    dividends, if any, in the future, will be at the discretion of our Board of Directors and
    will depend on our then current financial condition, results of operations, capital
    requirements and other factors deemed relevant by the board of directors. There are no
    contractual restrictions on our ability to declare or pay dividends.


Stock Options


Currently, there are no stock options outstanding.


ITEM 6. SELECTED FINANCIAL DATA


A registrant that qualifies, as a smaller reporting company is not required to provide the
    information required by this item.


15

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ITEM
    7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


The
    following discussion of our financial condition and our subsidiaries and our results of
    operations should be read together with the consolidated financial statements and related
    notes that are included later in this Annual Report on Form 10- K. This discussion
    contains forward-looking statements that involve risks and uncertainties. Our actual
    results may differ materially from those anticipated in these forward-looking statements
    as a result of various factors, including those set forth under Risk Factors or in other
    parts of this Annual Report on Form 10-K.


Twelve Months Operating PlanOver the next twelve
    months, our operating plan, subject to closing the acquisition of Total Union and raising
    available resources, will be focused on three main areas: financial, marketing, and
    operating recycling facilities in Hong Kong and the USA. Each of the three areas will be
    developed on its own path depending on the progress made and as well as the amount of
    capital available.


FinancialOur financial plans
    involve getting sufficient funding to continue trading in scrap PCBs and to close the
    transaction to acquire Total Union. These two initiatives are independent, and
    require separate strategy. The trading of the scrap PCBs requires funding of about
    US$500,000 to buy PCB scrap materials and selling to our customers. The purchase of Total
    Union, pending completion of the due diligence, will require working capital of about US$5
    million to be raised prior to December 31, 2009, after which the Company will cease to
    have the right to acquire Total Union. In either case, , we will seek to raise
    development, operation and expansion funds for the next twelve months. We have implemented
    a strategy to raise up to $5.0 million private investment in our common stock to support
    these plans. We expect that we shall be able to attract investors when our shares are
    listed and saleable on a recognized exchange, such as the Over-the-counter Bulletin Board.
    In addition, management is seeking strategic investors and partners to execute the
    operational plan as set out in this section.


MarketingAs
    digital technology evolves, computer and digital equipment and devices are being retired
    at an accelerating rate. Around the world, obsolete electronic equipment is typically
    discarded with domestic refuse, deposited in landfills, incinerated or exported to
    developing countries. The US Environmental Protection Agency notes that Americans own
    nearly 3 Billion electronic products. When discarded as trash, this avalanche of old
    electronic equipment is not only a waste of valuable resources, but also can release
    hazardous emissions into the environment if handled improperly.


The recycling of end
    of life electronics has been subjected to extensive regulations to meet environmental
    standards. In Hong Kong, permission to import and export electronic waste from the Hong
    Kong Environment Protection Department ("EPD") has been published and contingent
    upon the proper recycling of the electronic waste. In the USA, we expect to obtain the
    approval of the Environment Protection Agency and/or other state and local governmental
    agencies that have strict guidelines for dealing with electronic waste. As other companies
    in both the US and Hong Kong have received the necessary permits, and we believe our
    recycling process to be more environmentally correct, we do not anticipate operational
    permits to be unreasonable withheld.


We plan to contact
    PCB manufacturers, scrap dealers, recycling centers, federal, state and local governments
    and environmental groups in Asia and USA from our offices in Hong Kong and the USA,
    regarding our environmentally friendly PCB Recycling Technology. Our purpose is to market
    our recycling business as follows:


Operations - Hong KongOn June
    29, 2009 we entered into a Binding Memorandum of Terms for the proposed acquisition
    ofTotal Union PCB Recycle Ltd. ("Total Union"), the licensor of the PCB
    Recycling process. The agreement is pending completion of definitive documents and closure
    of a Private Investments in Public Equity ("PIPE") by Oakridge to support the
    transaction, prior to December 31, 2009 after which the Company's right to acquire Total Union will cease. When the acquisition of Total
    Union closes, we could start our Hong Kong operations immediately. This Hong Kong facility
    has the capacity to process approximately 300 tons of scrap PCBs per month. Alternatively,
    we are also exploring setting up our own facilities if the acquisition is not successful.
    We will continue to trade in scrap PCBs once we have raised the initial capital of
    US$500,000.
    Our plan is to provide operating capital and source
    additional EOL electronic scrap to the Hong Kong facility. The Hong Kong facility will
    also source scrap PCBs from PCB manufacturing plants in the Guangdong province, where
    there are abundant electronics manufacturing facilities. We will either sell these scrap
    PCBs or recycle the PCB scraps through our own recycle plant.


16

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Operations - United StatesWe plan to contact
    PCB manufacturers, scrap dealers and recycling centers in the United States about
    acquiring and handling their PCB disposal in an environmentally correct and beneficial
    manner. We believe current PCB disposal methods include incineration, landfill and
    smelting, and these methods typically create secondary pollution and/or environmental
    problems. We will introduce our recycling process as environmentally correct, no secondary
    emissions, and yielding raw materials for the use in new products.


We plan to work with
    federal, state and local governments to promote our PCB recycling technology and its
    ability to protect the environment. We may also approach a socially conscious and
    progressive city like San Francisco to promote our method of environmentally friendly
    recycling of PCBs as a showcase for other facilities in the United States.


Research and Development


Since incorporation,
    the Company has not embarked on any research and development program and has not incurred
    or is expecting to incur any such costs.


Costs and Effects of
    Compliance with Environmental Laws


We currently do not
    expect there will be any additional costs and effects of compliance with environmental
    laws in our current plan of operation, as we will ensure that the contracting parties are
    all approved by the local government authorities. In the future if we operate our own PCB
    recycling facility, we will evaluate the costs and effects of compliance with
    environmental laws which may be substantial. We will work closely with all government
    environmental agencies to comply with all the local environmental laws and regulations.


Employees


We currently have 2
    part time staff including Mr. Ku. On May 8, 2009, Mr. Ku submitted his resignation as
    Chief Executive Officer and President of the Company concurrent with the appointment and
    announcement of Mr. Michael Burney as Chief Executive Officer and President. Mr. Burney
    plans to devote substantially all of his business time to the Company. Mr. Ku will
    continue with the Company in his capacity as our Treasurer, Secretary and Chief Financial
    Officer, and Mr. Ku anticipates that in the next 12 months he will increase his commitment
    to spending approximately 50% of his time working on our business. Subject to financing,
    in the next 12 months, we plan to hire employees and consultants in Hong Kong and in
    United States to undertake and implement the operational plans.


17

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Results of
    Operations


FOR THE YEAR ENDED
    JUNE 30, 2009 AND JUNE 30, 2008 AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO
    JUNE 30, 2008 AND 2009


REVENUES


For the
    year ended June 30, 2009 the Company has realized revenue of $11,295 and incurred a cost
    of revenue of $10,821, achieving a gross profit of $474. We hope to generate additional
    revenue when we receive more contracts and as we continue to develop the business.
    The Company realized no revenue for the period from
    October 31, 2007 (date of inception) to June 30, 2008. The Company incurred no cost of
    revenue and gross profit for the period from October 31, 2007 (date of inception) to June
    30, 2008.
    For the period from October 31, 2007 (date of
    inception) to June 30, 2009, the Company realized revenue of $11,295, incurred a cost of
    revenue of $10,821 and achieved a gross profit of $474.


OPERATING EXPENSES


For the year ended
    June 30, 2009, our gross profit was $474 and our total operating expenses were $38,343,
    all of which were selling, general and administrative expenses. We also had $820 in
    interest expense. Our net loss to our shareholders for the year ended June 30, 2009 was
    $38,689.
    For the period from October 31, 2007 (date of
    inception) to June 30, 2008, we had no accumulated gross profit and our total operating
    expenses were $5,942, all of which were selling, general and administrative expenses. We
    also had $200 in interest expense. Our accumulated net loss to our shareholders for the
    period ended June 30, 2008 was $6,142.
    For the period from October 31, 2007 (date of
    inception) to June 30, 2009, the accumulated gross profit was $474, the total operating
    expenses were $44,285 which were all selling, general and administrative expenses, and we
    had $1,020 in interest expense, resulting in an accumulated net loss to our shareholders
    of $44,831.


18

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Liquidity and
    Capital Resources


We do not have
    sufficient resources to accomplish our business plans. As of June 30, 2009, we had $667 in
    cash.


We will
    have to raise funds to pay for our expenses and accomplish our business plans. We may have
    to borrow money from shareholders or issue debt or equity or enter into a strategic
    arrangement with a third party. There can be no assurance that additional capital will be
    available to us. We currently have no agreements, arrangements or understandings with any
    person to obtain funds through bank loans or lines of credit. Our inability to raise funds
    for our operations will have a severe negative impact on our ability to remain a viable
    company.
    On June 29, 2009 we entered into a Binding
    Memorandum of Terms for the proposed acquisition ofTotal Union PCB Recycle Ltd., the
    licensor of the PCB Recycling process. The agreement is pending completion of definitive
    documents and closure of a $5.0 million Private Investments in Public Equity
    ("PIPE") by Oakridge to support the transaction prior to December 31, 2009 after
    which the Company's right to acquire Total Union ceases.


Going Concern
    Consideration


The
    Company is a development stage company and has commenced operations. The Company had
    modest revenue of $11,295 and incurred a net loss of $38,689 for the year ended June 30,
    2009 and an accumulated net loss of $44,831 for the period from October 31, 2007
    (inception) to June 30, 2009. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern must be considered in light of the
    problems, expenses and complications frequently encountered in emerging markets and the
    competitive environment in which the Company operates. The Company is pursuing financing
    for its operations. In addition the Company has commenced operations to earn revenues.
    Failure to secure such financing, to raise additional equity capital and to earn revenue
    may result in the Company depleting its available funds and not being able to pay its
    obligations. These consolidated financial statements do not include any adjustment to
    reflect the possible future effects on the recoverability and classification of assets or
    the amounts and classification of assets or the amounts and classification of liabilities
    that may result from the possible inability of the Company to continue as a going concern.


Off-Balance Sheet
    Arrangement


We currently have no
    off-balance sheet arrangements that have or are reasonably likely to have a current or
    future material effect on our financial condition, changes in financial condition,
    revenues or expenses, results of operations, liquidity, capital expenditures or capital
    resources.


ITEM
    7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


A
    smaller reporting company is not required to provide the information required by this
    Item.


ITEM 8. FINANCIAL STATEMENTS
    AND SUPPLEMENTARY DATA


Consolidated Financial
    Statements


Please see page F-1 through F-15
    of this Form 10-K.


19

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ITEM
    9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.


ITEM 9A. CONTROLS AND
    PROCEDURES.


The
    Company's Chief Executive Officer and Chief Financial Officer are responsible for
    establishing and maintaining disclosure controls and procedures for the Company. As of the
    date of this Report, the positions of Chief Executive Officer and Chief Financial Officer
    are held by Mr. Michael Burney and Mr. Sau Shan Ku, respectively.


Evaluation of Disclosure Controls and
    Procedures


We have
    established disclosure controls and procedures to ensure that material information
    relating to the Company, including its consolidated subsidiaries, is made known to the
    officers who certify the Company's financial reports and to
    other members of senior management and the Board of Directors. Our management, with the
    participation of our Chief Executive Officer and Chief Financial Officer, has evaluated
    the effectiveness of our disclosure controls and procedures (as such term is defined in
    Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.
     Based on such evaluation, our Chief Executive Officer and Chief Financial Officer
    have concluded that, as of such date, our disclosure controls and procedures are
    effective.


Management's Report on Internal Control over Financial Reporting


Our
    management is responsible for establishing and maintaining adequate internal control over
    financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management has
    conducted an evaluation of the effectiveness of our internal control over financial
    reporting based on criteria established in Internal Control-Integrated
    Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
    Based on this evaluation, management has concluded that our internal control over
    financial reporting was effective as of June 30, 2009. This annual report does not include
    an attestation report of our independent registered public accounting firm regarding
    internal control over financial reporting. We were not required to have, nor have we
    engaged our independent registered public accounting firm to perform, an audit on our
    internal control over financial reporting pursuant to the rules of the Securities and
    Exchange Commission that permit us to provide only management's
    report in this annual report.


Changes
    in Internal Control over Financial Reporting.


There
    has been no change in our internal control over financial reporting during the year ended
    June 30, 2009 that has materially affected, or is reasonably likely to materially affect,
    our internal control over financial reporting.


Limitations
    on Controls


Management
    does not expect that our disclosure controls and procedures or our internal control over
    financial reporting will prevent or detect all error and fraud. Any control system, no
    matter how well designed and operated, is based upon certain assumptions and can provide
    only reasonable, not absolute, assurance that its objectives will be met. Further, no
    evaluation of controls can provide absolute assurance that misstatements due to error or
    fraud will not occur or that all control issues and instances of fraud, if any, within the
    Company have been detected.


ITEM 9B. OTHER INFORMATION.


None.


20

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PART III

ITEM 10. DIRECTORS, EXECUTIVE
    OFFICERS, AND CORPORATE GOVERNANCE.


Our directors and
    executive officers are as follows:


Name
    
    Age
    
    PositionMichael BURNEY
    
    56
    
    Director, President,
    Chief Executive OfficerSau Shan KU
    
    41
    
    Director, Chairman, Chief Financial Officer and
    Secretary


Mr.
    Michael Burney has been our Director and Chief Executive Officer since May 8, 2009. Mr.
    Burney was previously the Vice Chairman for Green Diamond Syndication, Ltd., a carbon
    credit aggregator; CEO and Director for Qubic Light Corporation, a visual display product
    developer; CEO, CAO, Treasurer, Secretary and Director for SpatiaLight, Inc.
    (NASDAQ:HDTV), a micro display manufacturer; Vice President Treasury for Packard Bell/NEC,
    a personal computer manufacturer; and CEO and Director for Chronomotion Imaging
    Applications, Inc., an electronic hologram developer, for which Mr. Burney holds several
    US and international patents. Mr. Burney has also worked for the consulting division of
    Ernst & Young. Mr. Burney holds a BA from Pomona College and an MBA from the
    University of Southern California.


Mr. Sau
    Shan Ku has been our Director, Chairman, Treasury, Secretary, and Chief Financial Officer
    since November 30, 2007. He has over 12 years of work experience in the areas of
    accounting, finance, and company secretarial duties for a number of listed companies in
    Hong Kong. In the past 5 years, Mr. Ku has worked as the Finance and Special Projects
    Manager for Barnwell Enterprises Limited from 2003 to 2007 and as the Finance Manager for
    Global Assets Limited from 2007 to now. Mr. Ku received a Bachelor of Science degree in
    Actuarial Science from the Toronto University and a Bachelor of Arts degree in
    Administrative Studies from York University. Mr. Ku also holds a Master degree in
    Corporate Finance from the Hong Kong Polytechnic University.


There is no family relationship
    among the directors of the Company.


Mr. Burney was
    previously a director and CEO of Qubic Light Corporation that filed a Voluntary and
    Uncontested Chapter 7 petition with a Final Decree on August 8, 2007. No other director or
    officer of the Company has been affiliated with any company that has filed for bankruptcy
    within the last five years. The Company is not aware of any proceedings to which any of
    the Company's officers or directors, or any associate of any such officer or director, is
    a party adverse to the Company or any of the Company's subsidiaries or has a material
    interest adverse to it or any of its subsidiaries.


Auditors; Code of
    Ethics; Financial Expert


Our principal
    independent accountant is Albert Wong & Co., CPA.


We do not currently
    have a Code of Ethics because we have limited business operations and only two
    officers/directors on the Board. We believe a code of ethics would have limited utility at
    this stage. We intend to adopt such a code of ethics as our business operations expand and
    have more directors, officers and employees. As at today, we do not have a "financial
    expert" on the board or an audit committee or nominating committee.


Potential
    Conflicts of Interest


Since we do not have
    an audit or compensation committee comprised of independent directors, the functions that
    would have been performed by such committees are performed by our directors. Thus, there
    is a potential conflict of interest in that our directors and officers have the authority
    to determine issues concerning management compensation and audit issues that may affect
    management decisions. We are not aware of any other conflicts of interest with any of our
    executives or directors.


21

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ITEM
    11. EXECUTIVE COMPENSATION.


Summary
    Compensation


Since our
    incorporation on October 31, 2007, we have not paid any compensation to our directors or
    officers in consideration for their services rendered to our Company in their capacity as
    such. We have no employment agreements with any of our directors. We have no pension,
    health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.


SUMMARY COMPENSATION TABLENon-qualifiedNon-Equity
    
    DeferredYear
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and
    Ended
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation ($)
    
    TotalPrincipal Position
    June 30
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)-----------------------
    -------------
    
    --------
    
    --------
    
    --------
    
    -------
    
    ---------------
    
    -------------
    
    ------------
    
    --------Mr. Michael Burney1
    2009
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    25,0003
    
    25,0003Mr. Sau Shan Ku 2
    2009
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -2008
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -


1.
    Mr. Michael BurneyisPresident and Chief Executive Officer and Director of Oakridge.On July 17, 2009, the Company entered into an executive service agreement
    with Mr. Michael Burney, our CEO. The service contract has a term of 5 years with an
    annual remuneration of $200,000. In the agreement Mr. Burney has agreed not to accept or
    accrue any salary or expenses until Company financing is acquired. Additionally under the
    contract Mr. Burney is entitled to receive a bonus of 2% of funds raised for the Company
    before December 31, 2009.


2.
    Mr. Sau Shan KuisChairman,Treasurer, Secretary, Chief Financial Officer, and Director of Oakridge.


3.
    Prior to
    being appointed as a Director, President and CEO of the Company, Mr. Burney provided
    consulting services in the amount of $25,000 to the Company. On July 22, 2009 the Company
    issued 1,250,000 shares of common stock to Mr. Burney as payment for these services.


Since our
    incorporation on October 31, 2007, no stock options or stock appreciation rights were
    granted to any of our directors or executive officers. We have no equity incentive plans.


Outstanding
    Equity Awards


The
    following table sets forth certain information concerning stock option awards granted to
    our executive officers and our director.


OUTSTANDING EQUITY AWARDS AT JUNE 30, 2009OPTION AWARDS
    STOCK AWARDSName
    Number of securities underlying unexercised options (#) Exercisable
    Number of securities underlying unexercised options (#)Unexercisable
    Equity Incentive Plan Awards: Number of Securities underlying unexercised
    unearned options (#)
    Option exercise price ($)
    Option expiration date
    Number of shares or units of stock that have not vested (#)
    Market value of shares or units of stock that have not vested ($)
    Equity incentive plan awards: number of unearned shares, units or other
    rights that have not vested (#)
    Equity incentive plan awards: Market or payout value of unearned shares,
    units or other rights that have not vested (#)----------
    ------------
    -----------
    --------
    ---------
    ---------
    ----------
    ----------
    ----------Michael Burney1
    -
    -
    -
    -
    -
    -
    -
    -
    -Sau Shan Ku2
    -
    -
    -
    -
    -
    -
    -
    -
    -


1.
    Mr. Michael BurneyisPresident
    and Chief Executive Officer and Director of Oakridge.2.
    Mr. Sau Shan KuisChairman,Treasurer, Secretary, Chief Financial Officer, and Director of Oakridge.


22

---

Since our
    incorporation on October 31, 2007, no stock options or stock appreciation rights were
    granted to any of our directors or executive officers. We have no equity incentive plans.


Since October 31,
    2007, none of our director or executive officer has held unexercised options, stock that
    had not vested, or equity incentive plan awards.


Compensation of
    Director


Since our
    incorporation on October 31, 2007, no compensation has been paid to any of our director in
    consideration for his services rendered in their capacity as director.


DIRECTOR COMPENSATIONName
    Fees Earned or Paid in Cash
    ($)
    Stock Awards
    ($)
    Option Awards
    ($)
    Non-Equity Incentive Plan Compensation
    ($)
    Nonqualified Deferred Compensation Earnings
    ($)
    All Other Compensation
    ($)
    Total
    ($)----------
    --------
    ---------
    ------------
    -----------
    -----------
    ------------Michael Burney1
    -
    -
    -
    -
    -
    -
    -Sau Shan Ku2
    -
    -
    -
    -
    -
    -
    -


1.
    Mr. Michael BurneyisPresident
    and Chief Executive Officer and Director of Oakridge.2.
    Mr. Sau Shan KuisChairman,Treasurer, Secretary, Chief Financial Officer, and Director of Oakridge.


23

---

ITEM
    12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER
    MATTERAS.


The following tables
    set forth the ownership, as of the date of this prospectus, of our common stock by each
    person known by us to be the beneficial owner of more than 5% of our outstanding common
    stock, our directors, and our executive officers and directors as a group. There are not
    any pending or anticipated arrangements that may cause a change in control.


The
    information presented below regarding beneficial ownership of our voting securities has
    been presented in accordance with the rules of the Securities and Exchange Commission and
    is not necessarily indicative of ownership for any other purpose. Under these rules, a
    person is deemed to be a "beneficial owner" of a security if that person has or
    shares the power to vote or direct the voting of the security or the power to dispose or
    direct the disposition of the security. A person is deemed to own beneficially any
    security as to which such person has the right to acquire sole or shared voting or
    investment power within 60 days through the conversion or exercise of any convertible
    security, warrant, option or other right. More than one person may be deemed to be a
    beneficial owner of the same securities. The percentage of beneficial ownership by any
    person as of a particular date is calculated by dividing the number of shares beneficially
    owned by such person, which includes the number of shares as to which such person has the
    right to acquire voting or investment power within 60 days, by the sum of the number of
    shares outstanding as of such date plus the number of shares as to which such person has
    the right to acquire voting or investment power within 60 days. Consequently, the
    denominator used for calculating such percentage may be different for each beneficial
    owner. Except as otherwise indicated below and under applicable common share property
    laws, we believe that the beneficial owners of our common stock listed below have sole
    voting and investment power with respect to the shares shown. The business address of the
    shareholders set forth below is Suite 1609, Jie Yang Building, 271 Lockhart Road, Wanchai,
    Hong Kong.


Name
    Security
    Total Shares Owned
    
    PercentageMichael
    Burney
    Common
    1,250,000
    
    19.20%Sau
    Shan Ku
    Common
    4,000,000
    
    61.44%All
    executive officers and directors as a group [2 persons]
    Common
    5,250,000
    
    80.64%


This table is based
    upon information derived from our stock records. Unless otherwise indicated in the
    footnotes to this table and subject to community property laws where applicable, each of
    the shareholders named in this table has sole or shared voting and investment power with
    respect to the shares indicated as beneficially owned. Except as set forth above,
    applicable percentages are based upon 6,510,000 shares of common stock outstanding as of
    September 15, 2009.


ITEM
    13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.


Except for


*
    The initial issuance of 4,000,000 shares of stock to Mr. Ku for $4,000;*
    Since inception on October 31, 2007 to June 30, 2009, Mr. Ku loaned $8,800
    for operating expenses which is unsecured, payable on March 31, 2010, and bear interests
    at 10% per annum; and*
    Prior to being appointed as a Director, President and CEO of the Company, Mr.
    Burney provided consulting services in the amount of $25,000 to the Company. On July 22,
    2009 the Company issued 1,250,000 shares of common stock to Mr. Burney as payment for
    these services.
    ...


None of the
    following parties has, since our date of incorporation, had any material interest, direct
    or indirect, in any transaction with us or in any presently proposed transaction that has
    or will materially affect us:


*
    Any of our directors or officers;*
    Any person proposed as a nominee for election as a director;*
    Any person who beneficially owns, directly or indirectly, shares carrying
    more than 10% of the voting rights attached to our outstanding shares of common stock; or*
    Any member of the immediate family of any of the foregoing persons.


24

---

ITEM 14. PRINCIPAL ACCOUNTANT
    FEES AND SERVICES.


AUDIT
    FEES. The aggregate fees billed in each of the fiscal years ended June 30, 2009 for
    professional services rendered by the principal accountant for the audit of our annual
    financial statements and review of the financial statements included in our Form 10-K or
    services that are normally provided by the accountant in connection with statutory and
    regulatory filings or engagements as well as registration statement filings for those
    fiscal years were $2,000.


AUDIT-RELATED
    FEES. The aggregate fees billed for services reasonably related to the performance of the
    audit or review of the financial statements outside of those fees disclosed above under
    "Audit Fees" for fiscal year 2009 was $1,500.


TAX
    FEES. For the fiscal years ended June 30, 2009, our principal accountants did not render
    any services for tax compliance, tax advice, and tax planning work.


ALL
    OTHER FEES. None


PRE-APPROVAL
    POLICIES AND PROCEDURES. Prior to engaging its accountants to perform a particular
    service, our board of directors obtains an estimate for the service to be performed. All
    of the services described above were approved by the board of directors in accordance with
    its procedures.


25

---

PART IV

ITEM
    15. EXIBITS, FINANCIAL STATEMENT SCHEDULES


(a)
    Index to Financial Statements and Financial Statement Schedules


Table of ContentsReport of Independent Registered
    Public Accounting Firm - Albert Wong & Co.Consolidated Financial
    Statements:Consolidated Balance Sheet as of
    June 30, 2009 and 2008Consolidated Statements of
    Operations for the years ended June 30, 2009 and from October 31, 2007(Inception) to June
    30, 2008 and 2009Consolidated Statements of
    Stockholders' Equity/(Deficits) - From October 31, 2007(Inception) to June 30, 2009.Consolidated Statements of Cash
    Flows for the years ended June 30, 2009 and from October 31, 2007(Inception) to June 30,
    2008 and 2009Notes to Consolidated Financial
    Statements


(c)
    Exhibits.


Exhibit No.
    Description3.1
    Articles of
    Incorporation(1)3.2
    Bylaws(1)31.1
    Certification of
    Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    (Attached Hereto)31.2
    Certification of
    Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    (Attached Hereto)32.1
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
    (Attached Hereto)32.2
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
    (Attached Hereto)


1
    Incorporated
    by reference to our Registration Statement on Form S-1 filed with the SEC on July 14, 2008


26

---

SIGNATURESPursuant
    to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 34, the
    registrant has duly caused this report to be signed on its behalf by the undersigned,
    thereunto duly authorized.


Oakridge
    International Corporationa Nevada corporation/s/ Michael Burney---------------------------------------Michael BurneyChief executive
    officer


In
    accordance with the Exchange Act, this report has been signed below by the following
    persons on behalf of the registrant and in the capacities and on the dates indicated.


By:
    /s/ Michael Burney
    September 28, 2009--------------------------------------------Michael BurneyIts:
    President, CEOBy:
    /s/ Sau Shan Ku--------------------------------------------Sau Shan KuIts:
    Treasurer, Secretary,
    CFO


27

---

Oakridge
    International Corporation and SubsidiaryConsolidated
    Financial StatementsFor the
    Year Ended June 30, 2009
    logo


Table of Contents
    PageReport of Independent
    Registered Public Accounting Firm - Albert Wong & Co.
    F-1Consolidated
    Financial Statements:Consolidated Balance
    Sheet as of June 30, 2009 and 2008
    F-2Consolidated
    Statements of Operations for the years ended June 30, 2009 and from October 31,
    2007(Inception) to June 30, 2008 and 2009
    F-3Consolidated
    Statements of Stockholders' Equity - From October 31, 2007(Inception) to June 30, 2009
    F-4Consolidated
    Statements of Cash Flows for the years ended June 30, 2009 and from October 31,
    2007(Inception) to June 30, 2008 and 2009
    F-5Notes to Consolidated
    Financial Statements
    F-6 to F-15


---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the
    Stockholders and Board of DirectorsOakridge
    International CorporationWe have
    audited the accompanying consolidated balance sheet of Oakridge International Corporation
    (the "Company") and its subsidiaries as of June 30, 2009 and 2008, and the
    related consolidated statements of operations, stockholders' deficits and cash flows for
    the year ended June 30, 2009 and from October 31, 2007(Inception) to June 30, 2008 and
    2009. These financial statements are the responsibility of the Company's management. Our
    responsibility is to express an opinion on these financial statements based on our audits.We
    conducted our audits of these statements in accordance with the standards of the Public
    Company Accounting Oversight Board (United States). Those standards require that we plan
    and perform the audit to obtain reasonable assurance about whether the financial
    statements are free of material misstatement. An audit includes examining, on a test
    basis, evidence supporting the amounts and disclosures in the financial statements. An
    audit also includes assessing the accounting principles used and significant estimates
    made by management, as well as evaluating the overall financial statement presentation. We
    believe that our audits provide a reasonable basis for our opinion.We were
    not engaged to examine management's assertion about the effectiveness of the Company's
    internal control over financial reporting as of June 30, 2009 included in the Company's
    Item 9A "Controls and Procedures" in the Annual Report on Form 10-K and,
    accordingly, we do not express an opinion thereon.In our
    opinion, the consolidated financial statements referred to above present fairly, in all
    material respects, the consolidated financial position of Oakridge International
    Corporation and its subsidiaries as of June 30, 2009 and 2008 and the results of its
    operations and its cash flows for June 30, 2009 and 2008, in conformity with accounting
    principles generally accepted in the United States of America.The
    Company's consolidated financial statements are prepared using the generally accepted
    accounting principles applicable to a going concern, which contemplates the realization of
    assets and liquidation of liabilities in the normal course of business. The Company has
    deficits accumulated as at June 30, 2009 of $44,831 including net losses of $38,689 for
    the year ended June 30, 2009. These factors as discussed in Note 3 to the financial
    statements, raises substantial doubt about the Company's ability to continue as a going
    concern. Management's plans in regard to these matters are also described in Note 3. The
    consolidated financial statements do not include any adjustments that might result from
    the outcome of this uncertainty./s/Albert Wong & Co.CERTIFIED
    PUBLIC ACCOUNTANTSHong
    KongSeptember
    28, 2009


F-1

---

OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED BALANCE SHEETAS OF JUNE 30, 2009 AND 2008(Stated in US Dollars)


Note
    
    June 30,
    
    June 30,2009
    
    2008(Audited)
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    667
    $
    6,733Deposit on license technology
    
    
    10,000
    
    10,000Account receivable
    
    
    4,885
    
    -------------------
    
    -----------------Total assets
    
    $
    15,552
    $
    16,733===========
    
    ==========LIABILITIES
    AND STOCKHOLDERS' EQUITYCurrent liabilities:Accrued expenses
    
    $
    7,750
    $
    2,650Other payable
    
    
    6,384
    
    125Amount due to director
    
    
    25,349
    
    -Shareholder loan
    
    
    8,800
    
    8,000------------------
    
    ------------------Total current liabilities
    
    
    48,283
    
    10,775------------------
    
    ------------------Stockholders' equity:Common stock, $0.001 par value,
      75,000,000 shares
      authorized; 5,260,000 shares issued and outstanding
    4
    
    5,260
    
    5,260Additional paid up capital
    4
    
    6,840
    
    6,840Deficit accumulated during the
      development stage
    
    
    (44,831)
    
    (6,142)------------------
    
    ------------------Total stockholders' (deficit)/equity
    
    
    (32,731)
    
    5,958------------------
    
    ------------------Total liabilities and stockholders' equity
    
    $
    15,552
    $
    16,733===========
    
    ===========


See accompanying notes to the consolidated financial
statements

F-2

---

OAKRIDGE
    INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEAR ENDED JUNE 30, 2009 AND FROM
    OCTOBER 31, 2007 (INCEPTION) TOJUNE 30, 2008 AND 2009(Stated in US Dollars)


For the
    Period
    
    For the
    PeriodFor the
    Year
    
    from
    October 31,
    
    from
    October 31,Ended
    
    2007
    (Inception)
    
    2007
    (Inception)June 30,
    
    to June
    30,
    
    to June
    30,2009
    
    2008
    
    2009----------------------
    
    ----------------------
    
    ----------------------Net revenues
    $
    11,295
    $
    -
    $
    11,295Cost of revenues
    
    10,821
    
    -
    
    10,821----------------------
    
    ----------------------
    
    ----------------------Gross profits
    
    474
    
    -
    
    474Other general and administrative
    expenses
    
    38,343
    
    5,942
    
    44,285----------------------
    
    ----------------------
    
    ----------------------Loss from operations
    
    (37,869)
    
    (5,942)
    
    (43,811)Other expensesInterests
    
    820
    
    200
    
    1,020----------------------
    
    ----------------------
    
    ----------------------Net loss
    $
    (38,689)
    $
    (6,142)
    $
    (44,831)=============
    
    =============
    
    =============Weighted average basic and
    diluted shares outstanding
    
    5,260,000
    
    5,260,000
    
    4,867,961=============
    
    =============
    
    =============Loss per share - basic and diluted
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)=============
    
    =============
    
    =============


*Basic and diluted weighted average number of shares
is the same since the Company does not have any dilutive securities

See accompanying notes to the consolidated financial
statements

F-3

---

OAKRIDGE
    INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR THE PERIOD FROM OCTOBER 31, 2007
    (INCEPTION) TO JUNE 30, 2009(Stated in US Dollars)


DeficitaccumulatedCommon stock
    
    Additional
    
    during the
    
    Total------------------------
    
    paid-in
    
    development
    
    stockholders'Shares
    
    Amount
    
    capital
    
    stage
    
    equity /(deficit)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at October 31, 2007
    -
    $
    -
    $
    -
    $
    -
    $
    -(inception)Issuance
    of founder shares forcash
    at $0.001 per share -November
    30, 2007
    4,500,000
    
    4,500
    
    -
    
    -
    
    4,500Sale
    of shares for cash at $0.01per
    share - March, 2008
    760,000
    
    760
    
    6,840
    
    -
    
    7,600Net
    loss
    -
    
    -
    
    -
    
    (6,142)
    
    (6,142)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at June 30, 2008
    5,260,000
    
    5,260
    
    6,840
    
    (6,142)
    
    5,958Net
    loss
    -
    
    -
    
    -
    
    (38,689)
    
    (38,689)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at June 30, 2009
    5,260,000
    $
    5,260
    $
    6,840
    $
    (44,831)
    $
    (32,731)=========
    
    =========
    
    =========
    
    =========
    
    ========


See accompanying notes to the consolidated financial
statements

F-4

---

OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED JUNE 30, 2009 AND FROM
    OCTOBER 31, 2007 (INCEPTION) TOJUNE 30, 2008 AND 2009(Stated in US Dollars)


For the
    Period
    
    For the
    Periodfrom
    October 31,
    
    from
    October 31,For the
    Year
    
    2007
    
    2007Ended
    
    (Inception)
    to
    
    (Inception)
    toJune 30,
    2009
    
    June 30,
    2008
    
    June 30,
    2009----------------------
    
    -----------------------
    
    ------------------------Cash Flows from Operating
    Activities:Net Loss
    $
    (38,689)
    $
    (6,142)
    $
    (44,831)Adjustments to Reconcile Net Loss
    to Net Cash Usedin Operating Activities:Changes in Assets and
    Liabilities:Increase in
    Accrued Expenses
    
    5,100
    
    2,650
    
    7,750Increase in
    Other Payable
    
    6,259
    
    125
    
    6,384Increase in
    Amount Due to Director
    
    25,349
    
    -
    
    25,349Increase in Account Receivable
    
    (4,885)
    
    -
    
    (4,885)Deposit on License Technology
    
    -
    
    (10,000)
    
    (10,000)Shareholder Loan
    
    800
    
    8,000
    
    8,800-------------------
    
    -------------------
    
    -------------------Net Cash Used in Operating Activities
    
    (6,066)
    
    (5,367)
    
    (11,433)-------------------
    
    -------------------
    
    -------------------Cash Flows from Investing
    Activities:
    
    -
    
    -
    
    --------------------
    
    -------------------
    
    -------------------Cash Flows from Financing
    Activities:Proceeds from Sale of
    Common Stock
    
    -
    
    12,100
    
    12,100-------------------
    
    -------------------
    
    -------------------Net Cash Provided by Financing Activities
    
    -
    
    12,100
    
    12,100-------------------
    
    -------------------
    
    -------------------(Decrease) / Increase in Cash
    
    (6,066)
    
    6,733
    
    667Cash - Beginning of Period
    
    6,733
    
    -
    
    --------------------
    
    -------------------
    
    -------------------Cash - End of Period
    $
    667
    $
    6,733
    $
    667===========
    
    ===========
    
    ===========Supplemental Disclosures of
    Cash Flow Information:Interest Paid
    $
    820
    $
    200
    $
    1,020===========
    
    ===========
    
    ===========Income Taxes Paid
    $
    -
    $
    -
    $
    -===========
    
    ===========
    
    ===========


See accompanying notes to the consolidated financial
statements

F-5

---

OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009AND FOR THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


1.
    ORGANIZATION


Oakridge International Corporation (the "Company") is a Nevada corporation,
    incorporated on October 31, 2007. The Company is currently a development stage enterprise,
    as defined by Statement of Financial Accounting Standard ("SFAS") No. 7
    "Accounting and Reporting for Enterprises in the Development Stage". The Company's office is located in Hong Kong, China and its principal business will
    include recycling scrap and End Of Life ("EOL") electronic Printed Circuit
    Boards ("PCB"), and the establishment of recycling operations in Asia and in the
    USA.


On March 25, 2008, the Company commenced its operations in the recycling business by
    entering into a non- exclusive contract to license a proprietary PCB recycling license
    technology and has begun the evaluation of this technology. See notes 7 & 8 for
    details.


2.
    UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN


The Company's financial statements are prepared using the generally accepted accounting
    principles applicable to a going concern, which contemplates the realization of assets and
    liquidation of liabilities in the normal course of business. The Company has generated
    modest revenues since inception and has never paid any dividends and is unlikely to pay
    dividends or generate significant earnings in the immediate or foreseeable future. The
    continuation of the Company as a going concern is dependent upon the ability of the
    Company to obtain necessary equity financing to continue operations and the attainment of
    profitable operations.


As of June 30, 2009, the Company has generated modest revenue of $11,295 and has incurred
    an accumulated deficit since inception totaling $44,831 at June 30, 2009 and its current
    liabilities exceed its current assets by $32,731. These consolidated financial statements
    do not include any adjustments relating to the recoverability and classification of
    recorded asset amounts and classification of liabilities that might be necessary should
    the Company be unable to continue as a going concern. These factors noted above raise
    substantial doubts regarding the Company's ability to continue
    as a going concern.


The Company filed an S-1/A Registration Statement with the United States Securities and
    Exchange Commission to register 610,000 shares of common stock for sale by certain selling
    shareholders at $0.02 per share for gross proceeds of $12,200. The Company will not
    receive any proceeds with respect to the resale of shares held by existing shareholders.
    This Registration Statement became effective on February 11, 2009.


F-6

---

OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS


Basis of Presentation


The accompanying financial statements have been prepared in conformity with accounting
    principles generally accepted in the United States of America. However, certain
    information and footnote disclosures normally included in financial statements prepared in
    accordance with accounting principles generally accepted in the United States of America
    have been omitted or condensed pursuant to the rules and regulations of the Securities and
    Exchange Commission ("SEC"). In the opinion of management, all adjustments
    (consisting of normal recurring adjustments) necessary for a fair presentation have been
    included.


Use of Estimates


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. Actual results could differ from those estimates.


Principals of Consolidation


The consolidated financial statements for the year ended June 30, 2009 include the
    financial statements of the Company and its wholly owned subsidiary Waytop Asia Pacific
    Limited. The results of subsidiary acquired or sold during the period are consolidated
    from their effective dates of acquisition or through their effective dates of disposition,
    respectively.


All significant inter-company transactions and balances have been eliminated on
    consolidation.


Place of
    
    AttributableName of Company
    
    Incorporation
    
    InterestWaytop Asia
    Pacific Limited
    
    Hong Kong
    
    100%


F-7

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OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Basic and Diluted Net Income (Loss) Per Share


The Company computes net income (loss) per share in accordance with SFAS No. 128,
    "Earnings per Share". SFAS No. 128 requires presentation of both basic and
    diluted earnings per share (EPS) on the face of the income statement. Basic EPS is
    computed by dividing net income (loss) available to common shareholders (numerator) by the
    weighted average number of shares outstanding (denominator) during the period. Diluted EPS
    gives effect to all dilutive potential common shares outstanding during the period using
    the treasury stock method and convertible preferred stock using the if-converted method.
    In computing diluted EPS, the average stock price for the period is used in determining
    the number of shares assumed to be purchased from the exercise of stock options or
    warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti
    dilutive.


Fair Value of Financial Instruments


SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", requires
    that the Company disclose estimated fair values of financial instruments. Unless otherwise
    indicated, the fair values of all reported assets and liabilities, which represent
    financial instruments, none of which are held for trading purposes, approximate are
    carrying values of such amounts.


Cash and Cash Equivalents


The Company considers all liquid investments with a maturity of three months or less from
    the date of purchase that are readily convertible into cash to be cash equivalents.


F-8

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OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Income Tax


The Company accounts for income taxes under SFAS 109, "Accounting for Income
    Taxes."  Under the asset and liability method of SFAS 109, deferred tax assets
    and liabilities are recognized for the future tax consequences attributable to differences
    between the financial statements carrying amounts of existing assets and liabilities and
    their respective tax bases.  Deferred tax assets and liabilities are measured using
    enacted tax rates expected to apply to taxable income in the years in which those
    temporary differences are expected to be recovered or settled.  Under SFAS 109, the
    effect on deferred tax assets and liabilities of a change in tax rates is recognized in
    income in the period the enactment occurs.  A valuation allowance is provided for
    certain deferred tax assets if it is more likely than not that the Company will not
    realize tax assets through future operations.


Foreign Currency Translation


The Company's functional and reporting currency is the United
    States dollar. Monetary assets and liabilities denominated in foreign currencies are
    translated in accordance with SFAS No. 52, "Foreign Currency Translation" using
    the exchange rate prevailing at the balance sheet date. Gains and losses arising on
    translation or settlement of foreign currency denominated transactions or balances are
    included in the determination of income. Foreign currency transactions are primarily
    undertaken in Hong Kong dollars. The Company has not, to the date of these financial
    statements, entered into derivative instruments to offset the impact of foreign currency
    fluctuations.


F-9

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OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)Stock-based compensationSFAS No. 123 prescribes accounting and reporting standards for all stock-based
    compensation plans, including employee stock options, restricted stock, employee stock
    purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense
    to be recorded (i) using the new fair value method or (ii) using the existing accounting
    rules prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
    Issued to Employees" (APB 25) and related interpretations with proforma disclosure of
    what net income and earnings per share would have been had the Company adopted the new
    fair value method. The Company has chosen to account for stock-based compensation using
    Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
    Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly,
    compensation cost for stock options is measured as the excess, if any, of the quoted
    market price of the Company's stock at the date of the grant over the amount an employee
    is required to pay for the stock. The Company has not issued any stock or share based
    payments since its inception.


The Company accounts for stock-based compensation issued to non-employees and consultants
    in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus
    in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that
    are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or
    Services". Valuation of shares for services is based on the estimated fair market
    value of the services performed.


Issuance of shares for service


The Company accounts for the issuance of equity instruments to acquire goods and services
    based on the fair value of the goods and services or the fair value of the equity
    instrument at the time of issuance, whichever is more reliably measurable.


Revenue Recognition


The Company recognizes its revenue in accordance with the Securities and Exchange
    Commissions ("SEC") Staff Accounting Bulletin No. 104, "Revenue
    Recognition in Financial Statements" ("SAB 104"). Revenue is
    recognized upon shipment, provided that evidence of an arrangement exists, title and risk
    of loss have passed to the customer or services have been provided, fees are fixed or
    determinable and collection of the related receivable is reasonably assured. Revenue is
    recorded net of estimated product returns, which is based upon the Company's return policy, sales agreements, management estimates of potential future
    product returns related to current period revenue, current economic trends, changes in
    customer composition and historical experience.


F-10

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OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Recent Pronouncements


In February 2007, the Financial Accounting Standard Board ("FASB") issued SFAS
    159, "The Fair Value Option for Financial Assets and Financial Liabilities -
    Including an Amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159
    permits entities to choose to measure many financial instruments and certain other items
    at fair value. Entities that elect the fair value option will report unrealized gains and
    losses in earnings at each subsequent reporting date. The fair value option may be elected
    on an instrument-by-instrument basis, with a few exceptions. SFAS 159 also establishes
    presentation and disclosure requirements to facilitate comparisons between entities that
    choose different measurement attributes for similar assets and liabilities. The
    requirements of SFAS 159 are effective for our fiscal year beginning on January 1, 2008.
    The Company does not anticipate that the adoption of this standard will have a material
    impact on these consolidated financial statements.


In December 2007, the SEC issued Staff Accounting Bulletin No. 110 ("SAB 110").
    SAB 110 permits companies to continue to use the simplified method, under certain
    circumstances, in estimating the expected term of "plain vanilla" options beyond
    December 31, 2007. SAB 110 updates guidance provided in SAB 107 that previously stated
    that the Staff would not expect a company to use the simplified method for share option
    grants after December 31, 2007. Adoption of SAB 110 is not expected to have a material
    impact on the Company's consolidated financial statements.


In December 2007, the Financial Accounting Standards Board issued SFAS No. 160,
    "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB
    No. 51". SFAS 160 establishes accounting and reporting standards for the
    noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS
    160 is effective for fiscal years, and interim periods within those fiscal years,
    beginning on or after December 15, 2008. As such, the Company is required to adopt these
    provisions at the beginning of the fiscal year ended December 31, 2009. The Company is
    currently evaluating the impact of SFAS 160 on its consolidated financial statements but
    does not expect it to have a material effect.


F-11

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OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Recent Pronouncements (continued)


In December 2007, the Financial Accounting Standards Board issued Statement of Financial
    Accounting Standard ("SFAS") No. 141(R), "Business Combinations". SFAS
    141(R) establishes principles and requirements for how the acquirer recognizes and
    measures in its financial statements the identifiable assets acquired, the liabilities
    assumed, an any noncontrolling interest in the acquiree, recognizes and measures the
    goodwill acquired in the business combination or a gain from a bargain purchase, and
    determines what information to disclose to enable users of the financial statements to
    evaluate the nature and financial effects of the business combination. SFAS 141(R) is
    effective for fiscal years, and interim periods within those fiscal years, beginning on or
    after December 15, 2008. As such, the Company is required to adopt these provisions at the
    beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating
    the impact of SFAS 141(R) on its consolidated financial statements but does not expect it
    to have a material effect.


In March 2008, the Financial Accounting Standards Board issued SFAS No. 161,
    "Disclosures about Derivative Instruments and Hedging Activities." The new
    standard is intended to improve financial reporting about derivative instruments and
    hedging activities by requiring enhanced disclosures to enable investors to better
    understand their effects on an entity's financial position, financial performance, and
    cash flows. It is effective for financial statements issued for fiscal years and interim
    periods beginning after November 15, 2008, with early application encouraged. The adoption
    of SFAS No. 161 is not expected to have a material effect on our consolidated financial
    position, results of operation or cash flows.


In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
    Insurance Contracts-an interpretation of FASB Statement No. 60." Diversity exists in
    practice in accounting for financial guarantee insurance contracts by insurance
    enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance
    Enterprises. This results in inconsistencies in the recognition and measurement of claim
    liabilities. This Statement requires that an insurance enterprise recognize a claim
    liability prior to an event of default (insured event) when there is evidence that credit
    deterioration has occurred in an insured financial obligation. This Statement requires
    expanded disclosures about financial guarantee insurance contracts. The accounting and
    disclosure requirements of the Statement will improve the quality of information provided
    to users of financial statements. SFAS 163 is effective for financial statements issued
    for fiscal years beginning after December 15, 2008, and interim periods within those
    fiscal years. The adoption of FASB 163 is not expected to have a material impact on the
    Company's financial position.


In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." 
    This Statement sets forth: 1) the period after the balance sheet date during which
    management of a reporting entity should evaluate events or transactions that may occur for
    potential recognition or disclosure in the financial statements; 2) the circumstances
    under which an entity should recognize events or transactions occurring after the balance
    sheet date in its financial statements; and 3) the disclosures that an entity should make
    about events or transactions that occurred after the balance sheet date. This Statement is
    effective for interim and annual periods ending after June 15, 2009. The company
    adopted this Statement in the quarter ended June 30, 2009. This Statement is not
    expected to have a material impact on the Company's
    consolidated financial results.


F-12

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OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Recent Pronouncements (continued)


In June 2009, the FASB issued SFAS No. 166 amends SFAS No. 140 by removing the
    exemption from consolidation for Qualifying Special Purpose Entities (QSPEs). This
    Statement also limits the circumstances in which a financial asset, or portion of a
    financial asset, should be derecognized when the transferor has not transferred the entire
    original financial asset to an entity that is not consolidated with the transferor in the
    financial statements being presented and/or when the transferor has continuing involvement
    with the transferred financial asset. The adoption of these standards is not expected to
    have any material impact on the Company's Consolidated
    Financial Statements.


In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB
    Interpretation No. 46(R)," SFAS No. 167 amends FASB Interpretation 46(R) to
    eliminate the quantitative approach previously required for determining the primary
    beneficiary of a variable interest entity and requires ongoing qualitative reassessments
    of whether an enterprise is the primary beneficiary of a variable interest entity. The
    adoption of these standards is not expected to have any material impact on the Company's Consolidated Financial Statements.


In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of
    Financial Accounting Standards (SFAS) No. 168, "The FASB Accounting Standards
    Codification TM and the Hierarchy of Generally Accepted Accounting Principles, a
    replacement of FASB Statement No. 162" (the Codification). The Codification,
    which was launched on July 1, 2009, became the single source of authoritative
    nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified
    Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. The
    Codification eliminates the GAAP hierarchy contained in SFAS No. 162 and establishes
    one level of authoritative GAAP. All other literature is considered non-authoritative.
    This Statement is effective for financial statements issued for interim and annual periods
    ending after September 15, 2009. The implementation of this Statement is not expected
    to have change to the company's Consolidated Financial
    Statements.


4.
    COMMON STOCK


As of June 30, 2009, the Company has 75,000,000 shares authorized and 5,260,000 shares
    issued and outstanding. There were no shares issued during the year ended June 30, 2009.


5.
    RELATED COMPANY TRANSACTIONS


During the period from October 31, 2007 (inception) to June 30, 2009 the Director
    subscribed for 4,000,000 shares in the Company at $0.001 per share for a total amount of
    $4,000.


On March 31, 2008, the President and major shareholder of the Company loaned $8,000 to the
    Company for working capital. The loan is unsecured, payable on March 31, 2009 and bears
    interests at 10% per annum. On March 30, 2009, this loan was renewed with the principle
    of $8,800 and was further extended until March 31, 2010.


On July 22, 2009, a Director of the Company subscribed 1,250,000 shares in the Company for
    $25,000.


F-13

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OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


6.
    INCOME TAXES


No provision was made for income tax for the period from October 31, 2007 (Inception) to
    June 30, 2009 as the Company and its subsidiary had operating losses. For the period from
    October 31, 2007 (Inception) to June 30, 2009, the Company and its subsidiary incurred net
    operating losses for tax purposes of approximately $32,325 and $12,506, respectively.
    Total net operating losses carried forward at June 30, 2009, (i) for Federal and State
    purposes were $32,325 and $32,325, respectively and (ii) for its entities outside of the
    United States were $12,506 for the period from October 31, 2007 (Inception) to June 30,
    2009. The net operating loss carry-forward may be used to reduce taxable income through
    the year 2026. The availability of the Company's net operating
    loss carry-forwards is subject to limitation if there is a 50% or more change in the
    ownership of the Company's stock.


There was no significant difference between reportable income tax and statutory income
    tax. The gross deferred tax asset balance as of June 30, 2009 was approximately $7,037 of
    which $4,848 was for US federal income tax and $2,189 was for Hong Kong income tax. A 100%
    valuation allowance has been established against the deferred tax asset, as the
    utilization of the loss carry-forwards cannot reasonably be assured.


As reconciliation between the income taxes computed at the United States and Hong Kong
    statutory rate and the Group's provision for income taxes is
    as follows:


June 30, 2009$United States
    federal income tax rate
    
    
    15%Valuation
    allowance-US federal income tax
    
    
    (15%)--------------Provision for
    income tax
    
    
    -========Hong Kong
    statutory rate
    
    
    17.5%Valuation
    allowance - Hong Kong Rate
    
    
    (17.5%)-------------Provision for
    income tax
    
    
    -========


F-14

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OAKRIDGE INTERNATIONAL CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTSFOR THE YEARS ENDED JUNE 30, 2009 AND FOR
    THE PERIOD FROM OCTOBER 31, 2007(INCEPTION) TO JUNE 30, 2008 AND 2009(Stated in US Dollars)


7.
    COMMITMENT AND CONTINGENECY


On March 25, 2008, the Company entered into an agreement to evaluate a Recyclable Process
    for the U.S.A. market. An initial refundable $10,000 was paid, and a further $40,000 was
    required to be paid for the technology license by September 30, 2008, provided that the
    Company had successfully evaluated the technology for the U.S.A. market.


In September 30, 2008, the technology license agreement was extended by mutual consent for
    another six months to March 31, 2009. On March 30, 2009, a further six month extension of
    the technology license agreement was mutually agreed upon to enable the Company to
    complete its evaluation of the technology.


On June 29, 2009 we entered into a Binding Memorandum of Terms for the proposed
    acquisition of Total Union PCB Recycle Ltd., the licensor of the PCB Recycling process.
    The agreement is pending completion of definitive documents and closure of a $5.0 million
    Private Investments in Public Equity ("PIPE") by Oakridge to support the
    transaction, prior to December 31, 2009 after which the Company's right to acquire Total Union will cease.


8.
    SUBSEQUENT EVENTS


As filed on Form 8-K on July 22, 2009, the Company entered into a share subscription
    agreement with Mr. Michael Burney, the Company's President,
    CEO and director to subscribe for 1,250,000 shares in the Common Stock of our Company for
    US$25,000 at a price per share of US$0.02 per share.


As filed on Form 8-K on July 22, 2009, the Company entered into an executive service
    agreement with Mr. Michael Burney, our CEO. The service contract has a term of 5 years
    with an annual remuneration of $200,000. In the agreement, Mr. Burney has agreed not to
    accept or accrue any salary or expenses until Company financing is acquired. Additionally
    under the contract Mr. Burney is entitled to receive a bonus of 2% of funds raised for the
    Company before December 31, 2009.


F-15