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EX-32 - 906 CERTIFICATION - Oak Ridge Energy Technologies, Inc.ex32.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended:  December 31, 2011


or


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                  to


Commission File Number: 000-50032

OAK RIDGE MICRO-ENERGY, INC.

(Exact Name of Registrant as specified  in its Charter)


Colorado

94-3431032

(State or other Jurisdiction of Incorporation or organization)

(I.R.S. Employer Identification No.)


3046 East Brighton Place

Salt Lake City, UT 84121

 (Address of Principal Executive Offices)


(801) 580-9409

(Registrant’s Telephone Number, including area code)


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001


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 15(d) of the Exchange Act. Yes [  ]   No [X]


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

(1) Yes [X] No [  ]     (2) Yes [X] No [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes [X] No [  ] The Company does not have a corporate website.





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. [X]


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:


 

 

Large accelerated filer       [   ]

Accelerated filed                      [   ]

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 [  ] No [X]


Market Value of Non-Affiliate Holdings


State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recently completed second quarter.


The aggregate market value of the voting and non-voting common stock of the Registrant was approximately $445,025, based on 1,934,893 shares being held by non-affiliates and the closing price for the Registrant’s common stock on the OTCBB as of June 30, 2011, the end of the Registrant’s second fiscal quarter, being $0.23 per share.


Applicable only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years


Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes [  ]   No [  ] Not Applicable.


Outstanding Shares


As of April 10, 2012, the Registrant had 2,557,560 shares of common stock outstanding.


Documents Incorporated by Reference


See Part IV, Item 15.





PART I


FORWARD-LOOKING STATEMENTS


In this Annual Report, references to “Oak Ridge Micro-Energy, Inc.,” “Oak Ridge,” the “Company,” “we,” “us,” “our” and words of similar import) refer to Oak Ridge Micro-Energy, Inc., the Registrant.


This Annual Report contains certain forward-looking statements and for this purpose any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the markets in which we may participate, competition within our chosen industry, technological advances and failure by us to successfully develop continuing business relationships and customers.


ITEM 1.  BUSINESS


Business Development


We have completed our research and have entered the next stage in which we will focus our energy and resources on marketing and licensing the thin-film battery to suitable partners across all industries. We have been in contact with several large-scale, multinational companies who have expressed interest in our thin-film battery technology, though we have had no success in licensing our technology to date.  This step is Stage 3 of our business plan.


We have from our inception focused on research and development, testing and prototyping in order to improve the original thin-film battery core technology.  We have reached the stage where all conceivable improvements and enhancements required for product integration into the largest and most profitable markets have been accomplished. Through our R&D, we have, among other achievements, significantly improved Lipon, the key layer of the original thin-film battery; changed the composition of the battery; developed a hermetic package, including getters that withstand solder reflow conditions and protect the battery from air exposure; developed a new anode-cathode combination (the active battery components), which allows for record high temperature cycles of 170 degrees Celsius; and have developed a thin-film battery that operates between 2 V and 1 V. A summary of our issued and pending patents is as follows: 


·

“Thin Film Battery and Electrolyte Therefor” U.S. Patent No. 6,818,356 (Nov. 16, 2004)

o

Expands our choice for the critical layer of the battery

o

Changes the composition of the TFB

o

Improves Lipon, the core of the original ORNL technology


·

“Long Life Thin Film Battery and Method Therefor” U.S. Patent No. 6,994,933 B1 (Feb. 7, 2006)

o

Creates a thin-film protective coating that makes the Oak Ridge TFB more durable through resistance to oxygen and moisture


·

“Long Life Thin Film Battery and Method Therefor” U.S. Patent No. 7,524,577  B2 (Apr 28, 2009) a hermetic package developed that

o

Protects the battery from air exposure

o

Allows the battery to survive solder reflow conditions

o

Allows a high-temperature thin film –battery to operate at temperatures up to 170ºC


Ÿ

“Getters for Thin Film Battery Hermetic Package” U.S. Patent No 7,553,582 B2 (Jun 30, 2009)

o

Further improves TFB packaging and the ability to withstand environmental pressures.  In particular, improved long-life TFB packages including getters and methods for making improved long-life TFB packages


·

“Thin Film Battery and Electrolyte Therefor” U.S. Patent No 7,410,730 B2 (Aug. 12, 2008)




o

New composition for a Lipon-based electrolyte

o

Improves the mechanical properties of a thin film electrolyte

o

Notice of allowance of all twenty-four claims received from USPTO on 24 March, 2008


·

“Thin Film Batteries for Low-Voltage Applications” USPTO three patents pending in Korea, Japan and Hong Kong

o

Develops a TFB that operates between 2 V and 1 V


In addition to issued and pending patents, we have numerous trade secrets in thin film battery technology related to battery construction and thin-film processing.


During the past several years, numerous large-scale, multinational companies have contacted us with interest in the thin-film battery technology (the “TFB Technology”). We believe our unique patented technology is ready for large-scale production and commercialization into many viable product lines. We intend to move into a strong and aggressive licensing mode.  We are currently in discussion with several companies seeking to integrate our technology into their various product lines and new designs. These companies have expressed an interest in licensing our proprietary TFB Technology.


As an integral part of the marketing process, we are currently considering separating the TFB Technology and marketing divisions by assigning the TFB Technology to a wholly owned subsidiary.  This will enable us to continue to pursue technical advancements to our IP, as well as build a marketing division, which focuses on licensing our TFB Technology.  We are currently searching for an IP and license marketing firm, which specializes in reaching industry leaders in our key target markets and providing research reports and market summaries for exposure and marketing of our TFB Technology to the various industry markets that we believe our TFB Technology will enhance and be in demand.


We are not currently involved in any negotiations about the potential of license agreements or the sale of our intellectual property, and we need cash for our present operations.  We continue to seek other business ventures and opportunities to increase shareholder value and enhance our business results, including acquisitions, divestitures and joint ventures, related to our technology and other industries.  These activities may result in future cash proceeds and payments.  If we are unsuccessful in these activities, we will have to seek additional debt or equity financing.  We can provide no assurances that if additional funds are needed by us that we will be able to obtain financing.  Due to the economic downturn and a difficult financing environment, we may have to change our development plan.

 

Business Development Activities


Developments During the Year Ended December 31, 2011


On November 8, 2011, the Company and John B. Bates, Ph.D, a former director and our former Chief Technical Officer, executed a Share Exchange Agreement by which Dr. Bates exchanged 810,898 shares of the Company’s common stock owned by him that amounted to approximately 24% of the 3,368,450 outstanding shares of the Company prior to the completion of the share exchange in consideration of 10% of the outstanding securities of Oak Ridge Micro-Energy, Inc., a Nevada corporation that was a wholly-owned subsidiary of ours prior to the share exchange (“Oak Ridge Nevada”).  As a condition of the share exchange, we assigned all of our thin film battery technology to Oak Ridge Nevada, which held our initial ORNL License Agreement to such technology, and agreed not to dilute the ownership of Dr. Bates in Oak Ridge Nevada to below 10%.  The 810,898 shares were cancelled and returned to the Company’s authorized shares.


Developments During the Year Ended December 31, 2010


We effected a one for 22 reverse split on September 30, 2010.  Unless specifically indicated otherwise herein, all computations herein take into account the reverse split.


On August 23, 2010, we executed a non-binding Letter of Intent (the “LOI”) to acquire Defense Technology Corporation, a Nevada corporation (“DTC”), in consideration of 10,000,000 post-reverse split shares of its common stock comprised of “restricted securities” as defined in Rule 144, following a one for 22 reverse split of its




outstanding voting securities.  The Letter of Intent between the Company and Defense Technology Corporation, a Nevada corporation, which was effective as of August 23, 2010, expired according to its terms on October 7, 2010, without further action by the parties.  


Developments During the Year Ended December 31, 2009


We terminated our lease agreement at our  275 Midway Lane facility in 2009.


On November 9, 2009, John B. Bates, PhD. resigned as Chief Technical Officer and as a Director of the Company; he expressed a desire to limit his current services to us by reason of his age and health concerns. There were no disagreements between Dr. Bates and the Company regarding this resignation. The Company has not yet filled the vacancy on the Board of Directors created by Dr. Bates’ resignation, but is seeking a qualified person for this position who will assist us in a planned aggressive licensing effort of our thin-film battery technology.  We and Dr. Bates anticipated entering into a Consulting Agreement for his valued services in licensing our technology on an as needed basis.  See our 8-K Current Report dated November 9, 2009, which was filed with the Securities and Exchange Commission on November 13, 2009.


Description of Business


We license thin-film, solid-state batteries for industrial, government, and medical applications. Our thin-film battery is rechargeable, lithium-based, and the active battery layers are significantly thinner than common plastic wrap. Our batteries are intended for applications such as wireless smart sensors that operate in harsh environments, security cards, radio frequency identification (“RFID”) tags, semiconductor non-volatile memory chips, and implantable medical devices. The small size of this new battery technology will improve existing products and enable the development of many new products. Our fully packaged cells on ceramic substrates typically supplied to customers are 0.024 of an inch (0.62 mm) thick.


Thin-film rechargeable lithium and lithium-ion batteries in which the component layers are less than 5 micrometers (0.0002 inches) thick were developed by Dr. John B. Bates and his team of scientists and engineers from more than a decade of research at the Oak Ridge National Laboratory (“ORNL”). Dr. John B. Bates retired from ORNL and became our Chief Technology Officer and a member of our Board of Directors. The U. S. Department of Energy has released the technology for commercialization through their licensing agent, UT Battelle LLC. We are one of a number of non-exclusive licensees of this technology. The batteries must be substantially manufactured in the United States, under our licensing agreement (the “Licensing Agreement”), unless a waiver is obtained. There may be exportation limitations into certain countries; there are no environmental compliance issues that we know of; and raw materials and manufacturing equipment are readily available from several vendors in the United States.


Unlike conventional batteries, thin-film batteries can be deposited directly onto chips or chip packages in any shape or size, and when fabricated on plastics or thin metal foils, the batteries are quite flexible. Some of the unique properties of thin-film batteries that distinguish them from conventional batteries include:


·

all solid state construction;


·

can be deep cycled thousands of times;


·

can be operated at high and low temperatures (tests have been conducted between -20 degrees C and 160 degrees C);


·

can be made in any shape or size;


·

cost does not increase with reduction in size (constant $/cm2); and


·

completely safe under all operating conditions.





Thin-film lithium-ion batteries have the additional advantage of being unaffected by heating to over 280 degrees centigrade. Many integrated circuits or IC’s are assembled by the solder reflow or surface mount process, in which all of the electronic components are soldered on the board at the same time by heating to temperatures as high as 280 degrees C for a few minutes. Conventional batteries, such as coin or button cells, contain organic liquid electrolytes that cannot survive such temperatures, and therefore must be added to the circuits as a separate component, often manually.


In the past, we have manufactured in limited quantities lithium-ion batteries (model ORLI.0.5CL). Batteries have been delivered to a variety of potential customers who desired samples to evaluate for integration into their products. With limited capital resources, we are seeking a relationship with a third party manufacturing partner who will be able to scale up our manufacturing process and produce large numbers of batteries for high-volume markets or companies who are interested in licensing our technology and integrating it into their product lines or developing new applications which require our unique patented technology.


Principal Products or Services and Their Markets


Thin-film lithium and lithium-ion batteries are ideally suited for a variety of applications where a small power source is needed. They can be manufactured in a variety of shapes and sizes, as required by the customer. By using the available space within a device, the battery can provide the required power while occupying otherwise wasted space and adding negligible mass.


The range of possible applications of these batteries derives from their important advantages as compared to conventional battery technologies. They can be made in virtually any shape and size to meet the requirements of each application. The batteries are rechargeable, which means their size needs to be no larger than required to satisfy the energy requirements on a single cycle, thus reducing cost and weight, which in itself may give birth to new applications.


We believe that numerous new applications will become apparent continually. At this point, anticipated uses include:


·

diagnostic wafers for the semiconductor industry;


·

wireless sensors;


·

active radio frequency identification tags;


·

non-volatile memory backup; and


·

implantable medical devices


Detailed Market Applications


As a consequence of their ultra thin profile, low thermal mass, and their ability to operate in harsh environments, thin-film batteries are uniquely suited as power sources for wireless semiconductor processing diagnostic wafers. Thin-film lithium batteries will eventually power wireless sensors smaller than the size of a dime that can detect biological or chemical contaminants, movement and pressure, and transmit this information to a local receiver.


Two decades ago, bar code technology revolutionized the way goods and merchandise were identified, priced and inventoried. However, bar code technology is limited in its application by the need for an unobstructed line- of-sight or physical contact between the bar code and the reader. Radio frequency identification eliminates this limitation. Active tags would contain circuitry that enables them to radio their location to a central receiver which would sort out the information as needed. Some tags require a very thin battery to power the devices contained within it.


Non-volatile static random access memory is used in numerous products such as computers, time keeping chips and flash memory. When the active power of a device with static random access memory is turned off, it is necessary to




have a backup source of energy in order to retain memory in the chips. Because of the very low leakage currents of the complimentary metal-oxide semiconductor transistors that make up the memory, only small batteries are necessary to retain the memory during periods when the device is removed from active power, such as might occur in a power outage. Presently, non-rechargeable coin cells are used to backup non-volatile static access memory, but because they are not rechargeable and are produced in standard minimum sizes, the battery often dominates the size of the static random access memory package. Since thin-film batteries have a very long cycle life, a thin-film battery many times smaller than a coin cell can be used as a backup power source. Also, only solid-state thin-film lithium-ion batteries can withstand the high temperatures required for solder reflow assembly, allowing them to be integrated into circuits along with the other components. Conventional coin cells must be added by hand. Thin-film batteries can also be deposited directly onto memory chips or chip packages, reducing the volume they occupy even further.


Because of their all construction, small size, and long cycle life, thin-film batteries are ideally suited for implantable medical devices such as neural stimulators, smart pacemakers and wireless diagnostic systems.


Distribution Methods of the Products or Services


Our improvements to our patented and proprietary Intellectual Property portfolio has readied our technology for manufacturing and product integration into the above mentioned applications (see “Principal Products or Services and Their Markets”), amongst many others, though we have had little funds to market and advertise licenses and have been unsuccessful in licensing our technology to date.   We have determined that licensing our technology is, not only, the most cost effective and profitable method of penetrating the market, but will also eliminate the necessity to maintain large manufacturing facilitates.  In return, we will receive royalty payments.  Years of discussions within the industry has given us a long list of potential companies and contacts who may benefit from our technology and we are actively pursuing our current contact list to discuss potential License Agreements as available funds allow.


Status of any Publicly Announced New Product or Service


None; not applicable.


Competitive Business Conditions and Smaller Reporting Company’s Competitive Position in the Industry and Methods of Competition


Presently, we believe there are six other U.S. companies that have licenses for manufacturing thin-film batteries using the Department of Energy’s technology:


Infinite Power Solutions, Inc. (Littleton, CO); Front Edge Technology, Inc. (Baldwin Park, CA); Cymbet Corporation (Minneapolis, MN); Teledyne Electronic Technologies (Newport Beach, CA); Excellatron (Atlanta, GA); and Planar Energy Devices, Inc. (FL). The worldwide market for thin-film batteries may become quite large, and we view these other licensees as allies in promoting the value of thin-film batteries in the early years, whereas all licensees may become more competitive in later years. The other licensees began their businesses in 1998 or later. Some are better capitalized than we are; and some have greater manufacturing capacity at this point. Some are focused solely on developing batteries, while others are diversified.


Sources and Availability of Raw Materials and Names of Principal Suppliers


None; not applicable.


Dependence on One or a Few Major Customers


None; not applicable.





Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration


See the first general heading “Business Development” above.


Need for any Governmental Approval of Principal Products or Services


None; not applicable.


Effect of Existing or Probable Governmental Regulations on the Business


Exchange Act


We are subject to the following regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable securities laws, rules and regulations promulgated under the Exchange Act by the Securities and Exchange Commission.  Compliance with these requirements of the Exchange Act will also substantially increase our legal and accounting costs.


Smaller Reporting Company


We are subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation S-K of the Securities and Exchange Commission, as a “smaller reporting company.”  That designation will relieve us of some of the informational requirements of Regulation S-K.


Sarbanes/Oxley Act


We are also subject to the Sarbanes-Oxley Act of 2002.  The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence.  It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.


Exchange Act Reporting Requirements


Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the Securities and Exchange Commission regarding proxy solicitations, as outlined in Regulation 14A.  Matters submitted to shareholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our shareholders with the information outlined in Schedules 14A (where proxies are solicited) or 14C (where consents in writing to the action have already been received or anticipated to be received) of Regulation 14, as applicable; and preliminary copies of this information must be submitted to the Securities and Exchange Commission at least 10 days prior to the date that definitive copies of this information are forwarded to our shareholders.


We are also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities and Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.


Research and Development Costs During the Last Two Fiscal Years


We spent $0 in December 31, 2011, and 2010, respectively, on research and development.




 

Cost and Effects of Compliance with Environmental Laws


None; not applicable.


Number of Total Employees and Number of Full-Time Employees


We currently have one full-time employee.


Additional Information


You may read and copy any materials that we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may also find all of the reports or registration statements that we have filed electronically with the Securities and Exchange Commission at its Internet site at www.sec.gov.  Please call the Securities and Exchange Commission at 1-202-551-8090 for further information on this or other Public Reference Rooms.  Our Securities and Exchange Commission reports and registration statements are also available from commercial document retrieval services, such as CCH Washington Service Bureau, whose telephone number is 1-800-955-0219.


ITEM 1A.  RISK FACTORS


As a smaller reporting company, we are not required to provide risk factors.


ITEM 2:  PROPERTIES


We maintain office space provided by our Chief Executive Officer in Salt Lake City, Utah.


Dr. Bates’ prior association with the Oak Ridge National Laboratory allows us, through the ORNL Laboratory’s user program for corporations (also available to other licensees of the thin-film battery technology), to gain access to specialized equipment. This eliminates the need for us to purchase expensive equipment that is infrequently used but is critically important to our intended business. In addition to the personnel at ORNL, the city of Oak Ridge, Tennessee, has a large talent pool of former and/or retired employees with special skills in chemistry, physics and materials characterization. These specialists can be hired as permanent or part-time employees or as consultants.


ITEM 3:  LEGAL PROCEEDINGS


We are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency.


To the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.


ITEM 4:  MINE SAFETY DISCLOSURES


None; not applicable.


PART II


ITEM 5:  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Market Information


Our common stock is presently quoted on the OTC Bulletin Board of FINRA under the symbol “OKME” as reflected below, though the current trading volume is small. No assurance can be given that any market for our common stock will continue in the future or be maintained. If an “established trading market” ever develops in the




future, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the Securities and Exchange Commission by members of management or others may have a substantial adverse impact on any such market.


The range of high and low bid quotations for our common stock during the each quarter of the years ended December 31, 2011 and 2010, is shown below. Prices are inter-dealer quotations as reported by the NQB, LLC, and do not necessarily reflect transactions, retail markups, mark downs or commissions.


Period

High

Low


October 1, 2011 through December 31, 2011

$0.30

$0.17

 

 

 

July 1, 2011 through September 30, 2011

$0.23

$0.18

 

 

 

April 1, 2011 through June 30, 2011

$0.32

$0.22

 

 

 

January 1, 2011 through March 31, 2011

$0.57

$0.153

 

 

 

October 1, 2010 through December 31, 2010*

$0.20

$0.05

 

 

 

July 1, 2010 through September 30, 2010

$0.03

$0.015

 

 

 

April 1, 2010 through June 30, 2010

$0.27

$0.0122

 

 

 

January 1, 2010 through March 31, 2010

$0.035

$0.015


* Price reflects a one for 22 reverse split effected on September 30, 2010.


Rule 144


The following is a summary of the current requirements of Rule 144:


 

Affiliate or Person Selling on Behalf of an Affiliate

Non-Affiliate (and has not been an Affiliate During the Prior Three Months)

Restricted Securities of Reporting Issuers

During six-month holding period – no resales under Rule 144 Permitted.  


After Six-month holding period – may resell in accordance with all Rule 144 requirements including:

·

Current public information,

·

Volume limitations,

·

Manner of sale requirements for equity securities, and

·

Filing of Form 144.

During six- month holding period – no resales under Rule 144 permitted.


After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies.


After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

Restricted Securities of Non-Reporting Issuers

During one-year holding period – no resales under Rule 144 permitted.


After one-year holding period – may resell in accordance with all Rule 144 requirements including:

·

Current public information,

·

Volume limitations,

·

Manner of sale requirements for equity securities, and

·

Filing of Form 144.


During one-year holding period – no resales under Rule 144 permitted.


After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.


Holders


We currently have 483 shareholders, not including an indeterminate number who may hold shares in “street name.”


Dividends


There are no present material restrictions that limit our ability to pay dividends on common stock or that are likely to do so in the future. We have not paid any dividends with respect to our common stock, with the exception of the dividend by which we effected a three for one forward split in 2004, and do not intend to pay dividends in the foreseeable future.


Securities Authorized for Issuance Under Equity Compensation Plans


Plan Category

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

 

(a)

(b)

(c)

Equity compensation plans approved by security holders

None

None

None

Equity compensation plans not approved by security holders

None

None

None

Total

None

None

None


Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities


During the last three years, we have not issued any unregistered securities.


Use of Proceeds of Registered Securities


There were no proceeds received during the calendar year ended December 31, 2011, from the sale of registered securities.





Purchases of Equity Securities by Us and Affiliated Purchasers


With the exception of the 810,898 shares we acquired from Dr. Bates described in Part I, Item 1, under the heading “Business Development Activities,” and the subheading, Developments During the Year Ended December 31, 2011,” there were no purchases of our equity securities by us during the years ended December 31, 2011, or 2010.


ITEM 6:  SELECTED FINANCIAL DATA


Not required for smaller reporting companies.


ITEM 7:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed further below under “Trends and Uncertainties,” and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.


Plan of Operation


We have developed a new, thin-film lithium battery technology for commercial, consumer, industrial, security and military use.  Our corporate objective is to capitalize on delivering solutions for the world’s micro-power needs.


The battery is lithium-based and is manufactured to be thinner than common plastic wrap. Like the larger, traditional lithium batteries that power laptops and cell phones, this lithium battery is also rechargeable. Unlike traditional lithium batteries, the thin-film battery is intended for small, hi-tech, low power applications, some of which have not yet been developed or brought to market.


Current anticipated uses include “smart” credit cards, security cards, wireless sensors, radio frequency identification tags, chip memory backup and advanced drug delivery devices. Future applications will grow as the availability of thin-film batteries increases.


The batteries must be substantially manufactured in the United States, under our licensing agreement (the “Licensing Agreement”), unless a waiver is obtained. There may be exportation limitations into certain countries; there are no environmental compliance issues that we know of; and raw materials and manufacturing equipment are readily available from several vendors in the United States.  


We have now completed our research stage and are entering the next stage in which we will focus our energy and resources on marketing and licensing the thin-film battery covered by our various patents to suitable partners across all industries. We have been in contact with several large-scale, multinational companies who have expressed interest in our thin-film battery technology, but to date, we have been unsuccessful in licensing our technology.  This step is stage 3 of our business plan.


We have spent the first several years focusing on enhancing and improving the original core thin-film battery technology and have dedicated the facility in Oak Ridge, TN, to research and development, testing and prototyping. We feel we have reached the stage where all conceivable improvements and enhancements that would be required for product integration into the largest and most profitable markets have been accomplished. Through our testing, we have, among many other accomplishments, replaced the Lipon, the core of the original thin-film battery; changed the composition of the thin-film battery; developed a protective coating that makes it more durable through resistance to oxygen and moisture; improved long-life thin-film battery packages, including getters and methods for making improved long-life thin-film battery packages; developed a new anode-cathode combination (the active battery components which allows for record high temperature cycles of 170 degrees Celsius; and developed a thin-

film battery that operates between 2 V and 1 V.





During the prior several years, numerous large-scale, multinational companies have contacted us with interest in our TFB Technology. We believe our unique patented technology is ready for large-scale production and commercialization into many viable product lines. We intend to move into a strong and aggressive licensing mode. Subject to available funding, we plan to retain a top IP/licensing sales and marketing company, which specializes in licensing specialized technology to help achieve the goal of integrating the revolutionary TFB Technology into as many applications and product lines as possible.


We are not currently involved in any negotiations with any potential licensees of our technology.  We also continue to seek other business ventures and opportunities to increase shareholder value and enhance our business results, including acquisitions, divestitures and joint ventures, related to our technology and other industries.  These activities may result in future cash proceeds and payments.  If we are unsuccessful in these activities, we will have to seek additional debt or equity financing.  We can provide no assurances that if additional funds are needed by us that we will be able to obtain financing.  Due to the economic downturn and a difficult financing environment, we may have to change our development plan.


Liquidity and Capital Resources


We incurred a net loss of $86,106 for the year ended December 31, 2011. Cash on hand totaled ($108).  We are seeking additional debt or equity financing.  We can provide no assurances that if additional funds are needed by us that we will be able to obtain financing.  Due to the economic downturn and a difficult financing environment, we may have to change our development plan.


Results of Operations


For the 12 month periods ended December 31, 2011 and 2010


During the year ended December 31, 2011, we had a net loss of $86,106, of which $85,888 is attributable to shareholders of the Company.  During this same period ending December 31, 2010, we had a net loss of $397,596.  Our revenues for 2011 and 2010 were $0.


Research and development expenses in the year ended December 31, 2011 and 2010, were $0.  In 2009, we completed our research and development stage and expect minimal research and development expenses in the future. We will focus our energy and resources on marketing and licensing the thin-film battery covered by our various patents to suitable partners across all industries.


General and Administrative expenses were $75,937 in the year ended December 31, 2011, compared to $388,043 in the year ended December 31, 2010.  These charges consisted of rent, utilities, travel expenses, legal and professional charges and other miscellaneous charges related to general business operations.  Decreases in General and Administrative expenses are due to decreased consulting expenses.


We had no Sales and marketing expense during 2010 or 2009.  Depreciation and amortization was $10,170 in 2011 and 2010.  Interest income decreased for 2011 to $1 from $617 in 2010.


Off-Balance Sheet Arrangements


We had no off-balance sheet arrangements for the year ended December 31, 2011.


ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not required for smaller reporting companies.


ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders

Oak Ridge Micro-Energy, Inc.

 

We have audited the accompanying consolidated balance sheets of Oak Ridge Micro-Energy, Inc.,(A Development Stage Company) as of December 31, 2011 and 2010 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2011 and 2010 and for the period of the development stage [January 1, 1996] through December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Oak Ridge Micro-Energy, Inc. as of December 31, 2011 and 2010 and the results of operations and cash flows for the years ended December 31, 2011 and 2010 and for the period of the developmental stage [January 1, 1996] through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 9 to the financial statements, the Company has incurred significant losses since inception.  The Company has not established operations with consistent revenue streams and has a working capital deficit.  These factors raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 9.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Mantyla McReynolds, LLC

Mantyla McReynolds, LLC

Salt Lake City, Utah

April 13, 2012





Oak Ridge Micro-Energy, Inc.

(Development Stage Company)

Consolidated Balance Sheets


 

December 31, 2011

December 31, 2010

Assets

 

 

Current assets

 

 

Cash

 $                         -   

 $               12,664

Total current assets

                         -   

12,664

 

 

 

Intangible assets – net

20,409

30,579

Total assets

 $               20,409

 $               43,243

 

 

 

Liabilities and Shareholders' Equity (Deficit)

 

 

Current liabilities:

 

 

Bank Over Draft

 $                    108

 $                        -   

Accounts payable

53,612

16,657

Royalty payable

40,000

35,000

Accrued liabilities - related parties

20,100

12,000

Accrued liabilities – other

43,146

37,949

Shareholder Loan

7,911

                          -   

Total current liabilities

164,877

101,606

 

 

 

Shareholders' Equity (Deficit)

 

 

Common Stock - 100,000,000 authorized at $0.001 par value, 2,557,560 issued and outstanding at December 31, 2011 and 3,368,458 issued and outstanding at December 31, 2010

2,558

3,368

Additional paid-in capital

17,607,676

17,609,052

Deficit accumulated prior to development stage

           (2,319,595)

          (2,319,595)

Deficit accumulated during development stage

        (15,437,076)

        (15,351,188)

Total Oak Ridge shareholders' equity (deficit)

             (146,437)

                (58,363)

Non-Controlling Interest

                   1,969

                          -   

Total Stockholders' Equity

              (144,468)

               (58,363)

Total liabilities and shareholders’ equity (deficit)

$20,409

$43,243

 

December 31,

From beginning of developmental stage

 

2011

2010

[January1, 1996] through December 31, 2011

Revenues

$0

$0

$138,251

 

 

 

 

Operating expenses:

 

 

 

General and administrative

          75,937

      388,043

              10,403,287

Research and development

 -

 -

                1,388,891

Sales and marketing

 -

 -

                         5,061

(Gain)/loss of sale of assets

 -

 -

                4,361,078

Depreciation and amortization

          10,170

        10,170

                   822,153

Total operating expenses

          86,107

      398,213

             16,980,470

Operating loss

        (86,107)

    (398,213)

            (16,842,219)

 

 

 

 

Other income/(expenses):

 

 

 

Interest and other income

                     1

               617

                  130,002

Interest expense

 -

 -

                (340,159)

Gain on settlement of debt

 -

 -

                1,615,082

Total other income/(expenses)

                     1

               617

               1,404,925

Net loss

        (86,106)

    (397,596)

             (15,437,294)

Plus: Net loss attributable to Non-controlling interest

              218

                 -   

                            218

Net loss attributable to Oak Ridges shareholders

 $      (85,888)

 $  (397,596)

 $           (15,437,076)

 

 

 

 

Loss Per Share Basic and Diluted

 $          (0.03)

 $        (0.12)

 

Weighted Shares Outstanding Basic and Diluted

      3,264,041

    3,368,458

 


See Accompanying Notes to Consolidated Financial Statements





 

 Shares  

 Amount

 Additional paid-in capital

 Accumulated deficit

Non-Controlling Interest

Net Shareholders' Equity (Deficit)

Balance January 1, 1996

55,895

 $       55

 $      5,423,016

 $   (2,319,595)

                      -   

 $       3,103,476

Stock for services at $5.13

              4,077

            4

              20,929

  -  

                      -   

               20,933

Net operating loss - December 31, 1996

  -  

  -  

  -  

      (4,748,837)

                      -   

        (4,748,837)

Net operating loss - December 31, 1997

  -  

  -  

  -  

         (111,272)

                      -   

           (111,272)

Net operating loss - December 31, 1998

  -    

  -    

  -    

           (31,347)

                      -   

             (31,347)

Net operating loss - December 31, 1999

  -    

  -    

  -    

           (31,347)

                      -   

             (31,347)

Stock for services at $0.23

          135,000

        135

              31,335

  -  

                      -   

               31,470

Stock for expenses at $0.26

            92,554

          93

              23,637

  -  

                      -   

               23,730

Stock for payment of debt at $0.13

       1,292,944

     1,293

            173,197

  -  

                      -   

             174,490

Common stock for retirement of preferred stock

            10,596

          11

              33,184

  -  

                      -   

               33,195

Contributions to capital-expenses

  -  

  -  

              15,000

  -  

                      -   

               15,000

Net operating profit - December 31, 2000

  -    

  -    

  -    

       1,473,828

                      -   

          1,473,828

Balance at December 31, 2000

       1,591,066

     1,591

         5,720,298

      (5,768,570)

                      -   

             (46,681)

Return and cancellation of common stock

        (545,455)

     (545)

                   545

  -  

                      -   

                       -   

Stock for payment of debt at $2.04

            23,864

         24

              48,692

  -  

                      -   

               48,716

Stock for cash at $14.67

              2,727

           3

              39,997

  -  

                      -   

               40,000

Net operating loss - December 31, 2001

  -    

  -    

  -    

         (116,761)

                      -   

           (116,761)

Balance at December 31, 2001

       1,072,202

    1,073

         5,809,532

      (5,885,331)

                      -   

             (74,726)

Issuance of common stock for all stock of Oak Ridge Micro-Energy

              4,078

           4

                9,996

  -  

                      -   

               10,000

Stock for cash - net of costs - at $16.96

            81,819

         82

         1,387,918

  -  

                      -   

          1,388,000

Stock for cash at $14.67

              5,114

           5

              74,995

  -  

                      -   

               75,000

Stock for services at $3.64

            17,045

         17

              61,983

  -  

                      -   

               62,000

Net operating loss - December 31, 2002

  -    

  -    

  -    

         (697,953)

                      -   

           (697,953)

Balance at December 31, 2002

       1,180,258

     1,181

         7,344,424

      (6,583,284)

                      -   

             762,321

Stock for services at $2.86

          456,432

        456

         1,306,834

  -  

                      -   

          1,307,290

Stock for cash at $9.17

              8,866

            9

              81,266

  -  

                      -   

               81,275

Net operating loss - December 31, 2003

  -    

  -    

  -    

      (1,666,290)

                      -   

        (1,666,290)

Balance at December 31, 2003

       1,645,556

     1,646

         8,732,524

      (8,249,574)

                      -   

             484,596

Stock for cash at $7.20

          411,700

        412

         2,964,164

  -  

                      -   

          2,964,576

Stock for services and expenses at $2.95

          790,359

        790

         2,334,692

  -  

                      -   

          2,335,482

Stock for license at $9.24

              2,165

            2

              19,998

  -  

                      -   

               20,000

Net operating loss - December 31, 2004

  -    

  -    

  -    

      (3,216,846)

                      -   

        (3,216,846)

Balance at December 31, 2004

       2,849,780

     2,850

       14,051,378

    (11,466,420)

                      -   

          2,587,808

Stock for services at $8.31

          229,091

        229

         1,902,772

  -  

                      -   

          1,903,001

Sale of common stock at $9.17

              1,364

            1

              12,499

  -  

                      -   

               12,500

Sale of common stock at $4.40

            13,636

          14

              59,986

  -  

                      -   

               60,000

Stock for services at $7.04

              3,409

            3

              23,997

  -  

                      -   

               24,000

Net operating loss - December 31, 2005

  -    

  -    

  -    

      (2,618,616)

                      -   

        (2,618,616)

Balance at December 31, 2005

       3,097,280

     3,097

       16,050,632

    (14,085,036)

                      -   

          1,968,693

Stock for services at $5.06

          240,909

        241

         1,218,771

  -  

                      -   

          1,219,012

Stock for services at $4.46

              9,091

            9

              40,491

 

                      -   

               40,500

Stock for services at $3.30

            26,136

          26

              86,224

 

                      -   

               86,250

Stock for services at $3.94

              8,045

            8

              31,675

 

                      -   

               31,683

Net operating loss - December 31, 2006

  -    

  -    

  -    

      (1,886,827)

                      -   

        (1,886,827)

Balance at December 31, 2006

       3,381,461

     3,381

       17,427,793

    (15,971,863)

                      -   

          1,459,311

Settlement of lawsuit

          (81,185)

       (81)

            136,327

 

                      -   

             136,246

Net operating loss - December 31, 2007

  -    

  -    

  -    

         (553,888)

                      -   

           (553,888)

Balance at December 31, 2007

       3,300,276

     3,300

       17,564,120

    (16,525,751)

                      -   

          1,041,669

Stock for services at $0.66

            68,182

          68

              44,932

 

                      -   

               45,000

Net operating loss – December 31, 2008

  -    

  -    

  -    

         (427,779)

                      -   

           (427,779)

Balance at December 31, 2008

       3,368,458

     3,368

       17,609,052

    (16,953,530)

                      -   

             658,890

Net operating loss - December 31, 2009

  -    

  -    

  -    

         (319,658)

                      -   

           (319,658)

Balance at December 31, 2009

       3,368,458

    3,368

       17,609,052

    (17,273,188)

                      -   

             339,232

Net operating loss - December 31, 2010

  -    

  -    

  -    

         (397,596)

                      -   

           (397,596)

Balance at December 31, 2010

       3,368,458

     3,368

       17,609,052

    (17,670,783)

                      -   

             (58,363)

Shares exchanged for non-controlling interest in subsidiary

        (810,898)

     (810)

              (1,376)

 

                2,186

                       -   

Net operating loss – December 31, 2011

 -

 -

 -

           (85,888)

                 (218)

             (86,106)

Balance at December 31, 2011

2,557,560

2,558

17,607,676

 $ (17,756,671)

 $             1,969

 $        (144,468)

See Accompanying Notes to Consolidated Financial Statements






Oak Ridge Micro-Energy, Inc.

(Development Stage Company)

Consolidated Statements of Cash Flows


 

December 31,

From Beginning Development Stage

 

2011

2010

[January 1, 1996] through December 31, 2011

Cash flow from operating activities:

 

 

 

Net loss

($86,106)

($397,596)

($15,437,294)

Adjustment to reconcile net income/(loss) to net cash from operations:

 

 

 

(Gain)/loss on disposal of assets

 -

 -

                 4,361,078

Loss on impairment of patents

 -

 -

                       2,857

Gain on settlement of debt

 -

 -

              (1,615,082)

Issuance of stock for expenses and services

  -

  -

                7,301,598

Depreciation and amortization

    10,170

      10,170

                   822,153

(Increase)/decrease in prepaid expenses

 -

        7,893

  -  

(Increase)/decrease in deposits

 -

 -

 -

Increase/(decrease) in bank overdraft

         108

 -

                          108

Increase/(decrease) in accounts payable/royalty payment

    41,956

        2,929

                   472,996

Increase/(decrease) in accrued liabilities

      5,197

        9,012

                     43,146

Increase/(decrease) in accrued liabilities – related party

      8,100

      (6,000)

                     16,909

Net cash from operating activities

  (20,575)

  (373,592)

              (4,031,531)

 

 

 

 

Cash Flow from investing activities:

 

 

 

Purchase of equipment

  -

  -  

              (1,231,601)

Purchase of intangible assets

 -

      (7,781)

                  (79,725)

Proceeds from sale of equipment

 -

 -  

                   713,595

Net cash from investing activities

            -

      (7,781)

                 (597,731)

 

 

 

 

Cash flow from financing activities:

 

 

 

Loan from Shareholder

      7,911

              -   

                       7,911

Proceeds from stock issued

 -

 -   

4,621,351

Net cash from financing activities

      7,911

              -   

                4,629,262

 

 

 

 

Net change in cash and cash equivalents

(12,664)

(381,373)

-

Cash and cash equivalents, beginning of period

12,664

394,037

                                -

Cash and cash equivalents, end of period

$-

$12,664

$-

Cash paid for taxes

$0

$0

$0

Cash paid for interest

$0

$0

$0

See Accompanying Notes to Consolidated Financial Statements








Oak Ridge Micro-Energy, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements


Note 1 – Description of Business and Liquidity


Oak Ridge Micro-Energy, Inc. (referred to hereafter as “the Company” or “Oak Ridge”) was incorporated on August 15, 1986 under the laws of the state of Colorado, with the original name “Vates Corp”.  Since inception, the Company has completed six name changes resulting in its present name.  With the 2002 acquisition of its sole subsidiary, Oak Ridge Micro-Energy, Inc., a Nevada Corporation (“Oak Ridge Nevada”), the name of the Company was changed from Global Acquisitions, Inc.  The Company has changed the par value of its stock and effected six stock splits.  The accompanying financial statements have been prepared showing the after spilt effect with a par value of $0.001 since inception.


The Company became inactive after 1995 and is considered to be in the development stage after that date.  The Company’s principal operation is the further development and commercialization of the rechargeable thin-film lithium battery.


Note 2 – Summary of Accounting Methods


Revenue Recognition


The Company recognizes revenues in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) number 104, “Revenue Recognition.”  SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions.


Revenue is recognized as products or services are delivered to the customer.  That is, the arrangements of the sale are documented, the products or services are delivered to the customer, the pricing becomes final, and collectability is reasonably assured.


Consolidation


The accompanying consolidated financial statements include all of the accounts of Oak Ridge Micro-Energy, Inc. and its subsidiary, Oak Ridge Nevada. All significant inter-company accounts and transactions have been eliminated.


Income Taxes


The Company applies Financial Accounting Standards Board (FASB), ASC 740 “Income Taxes,” which requires the asset and liability method of accounting for income taxes.  The asset and liability method requires current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years.


Our policy is to recognize potential interest and penalties related to unrecognized tax benefits within general and administrative expenses.  


Research and Development


All costs of research and development, including wages, supplies, consultants, and depreciation on equipment used in research and development, are expensed as incurred.









 

Estimates and Assumptions


Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements.


Long Lived-Assets


The Company periodically evaluates the economic lives of its long-lived assets and if there has been impairment in the value of the assets a loss would be recognized in the operating statement.


Patents Pending


Patent costs are capitalized for legal fees incurred in obtaining patents and franchises in the United States of America and other countries. Costs to develop the technology were recognized as research and development and expensed when incurred. The Company has determined the useful life of the patents to be 5 years. Thus, the patents are being amortized, once issued, on a straight-line basis over a 5-year life.


Financial Instruments


The carrying amounts of financial instruments, including cash and accounts payable, are considered by management to be their estimated fair values.


Basic and Diluted Net Income (Loss) Per Share


Basic loss per common share is based on the weighted-average number of shares outstanding. Diluted income or loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. There are no common stock equivalents outstanding, thus, basic and diluted income or loss per share calculations are the same. 


Statement of Cash Flows


For the purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.


The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.









Note 3 – Accounting for Taxes


Below is a summary of deferred tax calculations for temporary taxable differences.  Loss carry forward amounts expire at various times through 2031.  No provision has been made in the financial statements for income taxes because the Company has accumulated losses from operations since reactivation.  Any deferred tax benefit is offset entirely by valuation allowance since it is currently not likely that the Company will be significantly profitable in the near future to take advantage of the losses.


 

Year ended December 31,

 

2011

2010

Deferred tax assets

 

 

   Net operating loss

 $3,951,106

 $3,940,035

   Patents

11,245

9,467

   Accrued liabilities

3,064

3,064

Total deferred tax assets

3,965,415

3,952,566

Valuation allowance

(3,965,415) 

(3,952,566) 

Net deferred tax assets

-

-

Deferred tax liabilities

-

-

Deferred tax asset

$                        - 

$                        - 


The valuation allowance has increased approximately $12,849 from $3,952,566 at December 31, 2010. The increase is due to the benefits of current year net operating loss carry forwards and amortization expense.


Income tax expense differs from amounts computed by applying the statutory Federal rate to pretax income as follows:


 

Year ended, December 31

 

2011

2010

Federal statutory rate

34.0%

34.0%

Effect of:

 

 

State income taxes

0.0%

0.0%

Permanent differences

-0.6%

-0.6%

Change in valuation allowance

-33.4%

-33.4%

Effective tax rate

0.0%

0.0%


The Company evaluated its uncertain tax positions and determined that any required adjustments would not have a material impact on the Company’s balance sheet, income statement, or statement of cash flows.









A reconciliation of our unrecognized tax benefits for 2011 is presented in the table below:


Balance as of January 1, 2011

$

     -

Additions based on tax positions related to the current year

 

Additions based on tax positions related to prior year

 

Reductions for tax positions of prior years

 

Reductions due to expiration of statute of limitations

 

Settlements with taxing authorities

 

 

 

 

Balance as of December 31, 2011

$


For the years ended December 31, 2011 and 2010, we recognized penalties and interest of $3,187and $2,009, respectively.  The accrued balance of penalties and interest as of December 31, 2011 and 2010 was $17,900 and $14,713, respectively.


The tax years 2002 through 2010 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject.


Note 4 – Technology License Agreement


On December 28, 2001 the Company entered into a license and royalty agreement to further develop and market a rechargeable thin-film lithium battery for use in a variety of applications, such as, RFID tags for airlines and supply chain management, drug delivery systems and implantable medical devices, and non-volatile memory backup. The terms of the agreement included payments of $90,000 in cash and stock of the Company (completed).


As of December 31, 2011, the Company has an accrued royalty liability of $40,000.


Note 5 - Related Parties


Officers, directors, family members of the officers and directors, and the officer and directors controlled entities have acquired 45% of the Company’s outstanding common stock. The Company received a shareholder loan in the amount of $7,911 during the year ended December 31, 2011. The unsecured loan bears 5% interest and is due on demand.


As of December 31, 2011 the Company owed related parties $20,100 for services.  The amount due is non-interest bearing, unsecured, and payable on demand.


Effective February 1, 2011, the directors resolved to suspend payment to the Officer of the Company. The payment to the Officer will be reinstated once the Company generates positive operating cash flow.


Note 6 – Lease Obligation


The Company operates at offices provided to the Company at no cost by its President in Salt Lake City, Utah.









Note 7 – Patents


At December 31, 2011, the Company had capitalized patents of $20,409 net of $56,448 in accumulated amortization.  Amortization expense was $10,170 and $10,170 for the years ended December 31, 2011 and 2010, respectively.


The following is a listing of the estimated amortization expense for the next five years:


 

 

Total Expense

 

For the year ended 12/31/2011

$

8,994

 

For the year ended 12/31/2012

 

6,977

 

For the year ended 12/31/2013

 

2,929

 

For the year ended 12/31/2014

 

1,259

 

For the year ended 12/31/2015

 

250

 


Note 8 –Common Stock


On November 8, 2011, the Company and John B. Bates, Ph.D, a former director and the former Chief Technical Officer of the Company executed a Share Exchange Agreement by which Dr. Bates exchanged 810,898 shares of the Company’s common stock owned by him that amounted to approximately 24% of the 3,368,450 outstanding shares of the Company prior to the completion of the share exchange in consideration of 10% of the outstanding securities of Oak Ridge Micro-Energy, Inc., a Nevada corporation that was a wholly-owned subsidiary of the Company prior to the share exchange (“Oak Ridge Nevada”).  As a condition of the share exchange, the Company assigned all of its thin film battery technology to Oak Ridge Nevada, which held its initial ORNL License Agreement to such technology, and agreed not to dilute the ownership of Dr. Bates in Oak Ridge Nevada to below 10%.  The 810,898 shares were cancelled and returned to the Company’s authorized shares.


Note 9 – Going Concern


The Company has accumulated losses since inception, has a working capital deficit, and has not yet been able to generate profits from operations. Operating capital has been raised through the sale of common stock.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  


Management plans are to seek additional debt or equity financing.  If management is unsuccessful in these efforts, discontinuance of operations is possible.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.











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


None; not applicable.


ITEM 9A:  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 


Management’s Annual 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) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

 


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework.  Based on this evaluation, our management, with the participation of the President and Secretary/Treasurer, concluded that, as of December 31, 2011, our internal controls over financial reporting were effective.


This Annual Report does not include an attestation report of our registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.


Changes in Internal Control over Financial Reporting


There have been no changes in internal control over financial reporting.


ITEM 9B:  OTHER INFORMATION


None, not applicable.









PART III


ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


Identification of Directors and Executive Officers


The following table sets forth, in alphabetical order, the names and the nature of all positions and offices held by all directors and executive officers of our Company for the calendar year ended December 31, 2011, and to the date of this Annual Report, and the period or periods during which each such director or executive officer has served in his respective positions.


Name

Positions Held


Date of Election or Designation

Date of Termination or Resignation

Mark Meriwether

CEO

President

President

Director

Secretary

Treasurer

03/31/02

02/14/01

03/31/02

02/14/01

02/14/01

02/14/01

*

01/15/02

*

*

*

*


*

This person presently serves in the capacities indicated opposite his name.


Background and Business Experience


Mark Meriwether. Mr. Meriwether is 55 years of age, and for the past 22 years, his principal occupation has involved providing services to public and private companies in the areas of corporate restructuring and reorganizations, mergers and funding as an independent contractor.


Significant Employees


We have no employees who are not executive officers, but who are expected to make a significant contribution to the Company’s business.


Directorships Held in Other Reporting Companies


Our officers and directors hold no other positions in any other reporting companies.


Involvement in Certain Legal Proceedings


During the past ten years, no director, promoter or control person:


·

has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;


·

was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);


·

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting the following activities:


Acting as a futures commission merchant, introducing broker, commodity trading advisor,








commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;


Engaging in any type of business practice; or


Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities lawsorFederal commodities laws;


·

was the subject of any order, judgment or decree, not subsequently reverse, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding bullet point, or to be associated with persons engaged in any such activity;


·

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;


·

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;


·

was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


any Federal or State securities or commodities law or regulation; or


any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or


any law or regulation prohibiting mail or wire fraud in connection with any business activity; or


·

was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


Promoters and control person.


See the heading “Transactions with Related Persons” below of Part III, Item 12.


Compliance with Section 16(a) of the Exchange Act


Our shares of common stock are registered under the Exchange Act, and therefore the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a), which requires them to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such forms furnished to us during the fiscal year ended December 31, 2011, there were no reports required to be filed.









Code of Ethics


We have adopted a Code of Ethics, and it was attached as Exhibit 14 to our Annual Report on Form 10-KSB for the year ended December 31, 2003. See Part IV, Item 15.


Corporate Governance


Nominating Committee


We have not established a Nominating Committee because we have only two directors and executive officers, and we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.


If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our board of directors.


Audit Committee


We have not established an Audit Committee because we have only two directors and executive officers and our business operations are conducted in one facility. We believe that we are able to effectively manage the issues normally considered by an Audit Committee.


If we do establish an Audit Committee, we will disclose this change to our procedures in recommending nominees to our board of directors.


ITEM 11:  EXECUTIVE COMPENSATION


All Compensation


The following table sets forth the aggregate compensation paid by us for services rendered during the periods indicated:  


Summary Compensation Table

Name and Principal Position

(a)

Year




(b)

Salary

($)



(c)

Bonus

($)



(d)

Stock Awards

($)


(e)

Option Awards

($)


(f)

Non-Equity Incentive Plan Compensation

($)

(g)

Nonqualified  Deferred Compensation

($)

(h)

All Other Compensation

($)


(i)

Total

Earnings

($)


(j)

Mark L. Meriwether President Sec/Treas. & Director

12/31/11

12/31/10

12/31/09

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

$14,400

$161,015

$138,516

$14,400

$161,015

$138,516

John B. Bates, CTO and Director

12/31/09

$21,685

0

0

0

0

0

0

$21,685









Outstanding Equity Awards


Outstanding Equity Awards At Fiscal Year-End


Name

Number of Securi-ties Underly-ing Unexer-cised Options (#) Exercis-able

Number of Securities underlying Unexercised Options (#) Unexercis-able

Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)

Option Exer-cise Price

($)

Option Expira-tion Date

Num-ber of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested

($)

Equity Incen-tive Plan Awards: Number of Unearn-ed Shares, Vested Units or Other Rights That Have Not Vested (#)

Equity Incen-tive Plan Awards: Market or Payout Value of Unearn-ed Shares, Units or Other Rights That Have Not Vested ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Mark L. Meriwether

None

None

None

None

None

None

None

None

None


Compensation of Directors


Director Compensation


Name

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Mark L. Meriwether

None

(1)

None

None

None

$      

$


ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


Security Ownership of Certain Beneficial Owners


The following tables set forth the share holdings of those persons who were principal shareholders owning 5% of more of our common stock as of the date of this Annual Report.


Ownership of Principal Stockholders


Title Of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class(1)

Common Stock

Mark L. Meriwether

622,667(2)

24.3%


(1) Percentages are based on 2,557,560 shares of common stock outstanding at March 27, 2012.









(2) Mr. Meriwether owns 517,721 shares in his own name; 2,728 shares that are in the name of Collette Meriwether; 12,002 shares in the name of C. Dobney, maiden name of Collette Meriwether; and 35,669 shares in the name of BC Ventures, a company that Mr. Meriwether owns.  For the purposes of this table, the 54,547 shares owned by Confetti Enterprises is also shown as being beneficially owned by Mr. Meriwether, though his wife claims full ownership of them.


Security Ownership of Management


The following table sets forth the share holdings of our directors and executive officers as of the date of this Annual Report:


Ownership of Officers and Directors


Title Of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class(1)

Common Stock

Mark L. Meriwether

622,667(2)

24.3%


(1) Percentages are based on 2,557,560 shares of common stock outstanding at March 27, 2012.


(2) Mr. Meriwether owns 517,721 shares in his own name; 2,728 shares that are in the name of Collette Meriwether; 12,002 shares in the name of C. Dobney, maiden name of Collette Meriwether; and 35,669 shares in the name of BC Ventures, a company that Mr. Meriwether owns.  For the purposes of this table, the 54,547 shares owned by Confetti Enterprises is also shown as being beneficially owned by Mr. Meriwether, though his wife claims full ownership of them.


SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days.  Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person.  Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person.  At the present time there are no outstanding options or warrants.


Changes in Control


There are no present arrangements or pledges of our securities which may result in a change in control of our Company.  


Securities Authorized for Issuance under Equity Compensation Plans


Plan Category

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

 

(a)

(b)

(c)

Equity compensation plans approved by security holders

None

None

None

Equity compensation plans not approved by security holders

None

None

None

Total

None

None

None




ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE


Transactions with Related Persons


As of December 31, 2011, we owed $28,011 to a related party, Mark L. Meriwether, our only director and executive officer, for advances made to us.


Except as noted above, there were no material transactions, or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.


Promoters and Certain Control Persons


See the heading “Transactions with Related Persons” above.


Parents of the Smaller Reporting Company


We have no parents.


Director Independence


We do not have any independent directors serving on our Board of Directors.


ITEM 14:  PRINCIPAL ACCOUNTING FEES AND SERVICES


The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, 2011, and 2010:


Fee Category

 

2011

 

2010

Audit Fees

$

17,072

 

$

22,121

Audit-related Fees

$

0

 

$

0

Tax Fees

$

0

 

$

0

All Other Fees

$

0

 

$

0

Total Fees

$

17,072

 

$

22,121


Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.


Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”


Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.


All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.









Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors


We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.


PART IV


ITEM 15:  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)(1)(2)    Financial Statements.  See the audited financial statements for the year ended December 31, 2011, contained in Part II, Item 8, which are incorporated herein by this reference.


(a)(3)         Exhibits.  The following Exhibits are filed as part of this Annual Report:


No.            Description


Exhibit Number

Description


21


Subsidiaries


31


302 Certification of Mark Meriwether

32

906 Certification


101 INS

XBRL Instance Document***

101 PRE

XBRL Taxonomy Extension Presentation Linkbase Document***

101 LAB

XBRL Taxonomy Extension Label Linkbase Document***

101 DEF

XBRL Taxonomy Extension Definition Linkbase Document***

101 CAL

XBRL Taxonomy Extension Calculation Linkbase Document***

101 SCH

XBRL Taxonomy Extension Schema Document***


 

Where Incorporated In This Annual Report

 

 

 

 

10-KSB Annual Report for the year ended December 31, 2003**

Part III, Item 10

8-K Current Report dated November 13, 2009**


8-K Current Report dated March 10, 2008**

Part I, Item 1 and Part III, Item 10


Part I, Item 1

* Summaries of all Exhibits are modified in their entirety by reference to the actual Exhibit.


** These documents and related Exhibits have previously been filed with the Securities and Exchange Commission and are referenced for additional information.


*** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.









SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.


OAK RIDGE MICRO-ENERGY, INC.


Date:

April 13, 2011

 

By:

/s/Mark L. Meriwether

 

 

 

 

Mark L. Meriwether

 

 

 

 

President and Director


Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


OAK RIDGE MICRO-ENERGY, INC.


Date:

April 13, 2011

 

By:

/s/Mark L. Meriwether

 

 

 

 

Mark L. Meriwether

 

 

 

 

President and Director