PART I –FINANCIAL INFORMATION

Item 1.  Financial Statements

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial position of the Registrant.

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Oak Ridge Micro-Energy, Inc.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

(Unaudited)

During the quarter ended June 30, 2012, 312,000 shares were issued to repay $12,000 for shareholder loan repayments and  $19,200 as payment for compensation for services rendered in previous quarters.

See Accompanying Notes to the Financial Statements

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Oak Ridge Micro-Energy, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

Note 1 – Description of Business

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 four 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 operations are the further development and commercialization of the rechargeable thin-film lithium battery.

The interim financial data are unaudited; however, in the opinion of the management of the Company, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of (a) the financial position at June 30, 2012 and December 31, 2011 (b) the results of operations for the three-month and six-month periods ended June 30, 2012 and 2011, and (c) cash flows for the six-month period ended June 30, 2012 and 2011.  The financial statements should be read in conjunction with the Company’s annual report on 10-K for the year ended December 31, 2011.

The results of operations for the three and six month periods ended June 30, 2012 are not necessarily indicative of those to be expected for the entire year.

Note 2 – 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.

Note 3 – 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).

During 2007, the Company renegotiated the minimum royalty payment to $5,000 per year.  As of June 30, 2012, the Company had accrued a liability of $42,500 for current and prior year’s minimum royalty payments.

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Oak Ridge Micro-Energy, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

Note 4 - Related Parties

The sole director and executive officer and his family have acquired approximately 40% of the Company’s outstanding common stock.

The Company received a shareholder loan in the amount of $12,477 during the six months ended June 30, 2012. The balance due to the shareholder is $8,823, including accrued interest of $215.  The unsecured loan bears 10% interest and is due on demand.

As of June 30, 2012, the Company owed related parties $15,301 for services.  The amount due is non-interest bearing, unsecured, and payable on demand.

On April 18, 2012, the Company issued its sole director and executive officer 312,000 shares of “restricted” common stock at $0.10 per share as payment for $31,200 owed to this related party, $12,000 for shareholder loan repayments and $19,200 as payment for compensation for services rendered in previous quarters.

Note 5 – Subsequent Events

Effective August 15, 2012, Oak Ridge Micro-Energy, Inc. (the “Company,” “we,” “our,” “us” and words of similar import) accepted a Letter of Intent (the “LOI”) from Carbon Strategic Pte Ltd., a corporation organized under the laws of Singapore (“Carbon Strategic”), whereby the parties agreed to the general terms upon which their respective Boards of Directors would enter into a Share Purchase Agreement (the “SPA”) under which we would acquire all of the issued and outstanding classes of any securities of Carbon Strategic in consideration of the issuance of shares of our $0.001 par value common stock that will be “restricted securities” as defined in Rule 144 of the Securities and Exchange Commission (the “SEC”).  The SPA is subject to the approval of all stockholders of Carbon Strategic, who would be the  “Sellers” of the outstanding securities of Carbon Strategic under the SPA.  The LOI provides various conditions precedent to the closing of the SPA, and there is no assurance that the SPA will be completed.  

Carbon Strategic Pte Ltd is a Singapore company that is active in the Natural Capital Sector. Carbon Strategic specializes in designing and developing project models for sustainable forest development and forest conservation through biodiversity, REDD (“Reduced Emissions from Deforestation and Degradation”) carbon mechanisms, sustainable forestry practices, carbon origination for renewable energy projects and strategic solutions for sustainable practice in industry.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, AND SPECIFICALLY UNDER THIS HEADING, ARE DEEMED BY OUR COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. STOCKHOLDERS AND PROSPECTIVE STOCKHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THESE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD- LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF OUR COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF OUR COMPANY. ALTHOUGH WE BELIEVE THAT THE ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD- LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENTS, THE IMPACT OF WHICH MAY CAUSE OUR COMPANY TO ALTER OUR MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT OUR COMPANY’S RESULTS OF OPERATIONS IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY OUR COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF OUR COMPANY WILL BE ACHIEVED.

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.  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

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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, if and when funding is available. 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, subject to available funding.

We currently continue to attempt to license or sell an interest in our intellectual property.  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.  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.

We have assigned all of our thin film battery technology to Oak Ridge Micro-Energy, Inc., a Nevada corporation, a subsidiary of which we presently own 90%.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Period ended June 30, 2012, compared to period ended June 30, 2011.

Revenue

We had $0 in revenue in 2012, and $0 in revenue for 2011.  

Operating Expenses

We discontinued our research and development program and eliminated our facility in Oak Ridge, TN during 2009.  At this time, we do not expect further research and development expenses will be necessary.

General and administrative expenses were $26,279 in the three-month period ended June 30, 2012, compared to $13,038 in the three-month period ended June 30, 2011.  These charges consisted of travel expenses, legal and professional charges and other miscellaneous charges related to general business operations. The primary increase in general and administrative expenses is due to increased business activities related to the Carbon Strategic business venture mentioned herein above under Subsequent Events (Note 5); also see our 8-K Current Report dated and filed August 15, 2012.

Six months ended June 30, 2012, compared to six months ended June 30, 2011.

Revenue

We had $0 in revenue in 2012, and $0 in revenue for 2011.  

Operating Expenses

We discontinued our research and development program and eliminated our facility in Oak Ridge, TN during 2009.  At this time, we do not expect further research and development expenses will be necessary.

General and Administrative expenses were $34,620 in the six-month period ended June 30, 2012, compared to $34,080 in the six-month period ended June 30, 2011.  These charges consisted of travel expenses, legal and professional charges and other miscellaneous charges related to general business operations.

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Liquidity and Capital Resources

We incurred a net loss of $29,037 for the three-month period ended June 30, 2012.  Cash on hand was $0.  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.  We currently have an understanding with a principal shareholder who is our sole officer and director to provide the Company with funds as needed.  However, there is no requirement for him to provide funding.  We received $12,477 from this shareholder during the six months ended June 30, 2012.  The balance due to the shareholder is $8,823, including accrued interest of $215.  The unsecured loan bears 10% interest and is due on demand.  On April 18, 2012, we issued our sole director and executive officer 312,000 shares of “restricted” common stock at $0.10 per share as payment for $31,200 owed to this related party, $12,000 for shareholder loan repayments and $19,200 as payment for compensation for services rendered in previous quarters.

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Off-Balance Sheet Arrangements

We had no off balance sheet arrangements during the quarter ended June 30, 2012.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  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 defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2012, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 18, 2012, we issued our sole director and executive officer  312,000 shares of “restricted” common stock at $0.10 per share as payment for $31,200 owed to this related party, $12,000 for shareholder loan repayments and $19,200 as payment for compensation for services rendered in previous quarters.

The shares were issued pursuant to the registration exemption contained in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), in a private placement not involving a public offering.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

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Item 4. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

None, not applicable.

Item 6. Exhibits.

Exhibit No.                         Identification of Exhibit

*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 the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

Oak Ridge Micro-Energy, Inc.

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