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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  


FORM 10-Q


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the quarterly period ended September 30, 2012

  

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

  

For the transition period from ____________ to____________

  

Commission File No. 000-50032

  

OAK RIDGE MICRO-ENERGY, INC.

(Exact name of Registrant as specified in its charter)


Colorado

94-3431032

(State or Other Jurisdiction of

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

incorporation or organization)

  


3046 East Brighton Place

Salt Lake City, UT 84121

 (Address of Principal Executive Offices)


(801) 201-7635

(Registrant’s Telephone Number, including area code)


N/A

(Former name, former address and former fiscal year,

if changed since last report)


Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. 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 Registrant does not have a corporate Web site.


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [  ]  Accelerated filer [  ]   Non-accelerated filer [  ]   Smaller reporting company [X]


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

Yes [  ] No [X]





Outstanding Shares


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:  November 9, 2012 – 100,000,000 shares of common stock.


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)


 

Sept 30, 2012

December 31, 2011

Assets

 

 

Current assets

 

 

Cash

$0

$0

Total current assets

 0

 0

 

 

 

Intangible assets – net

12,782

 20,409

Total assets

$12,782

 $20,409

 

 

 

Liabilities and Shareholders’ Deficit

 

 

Bank overdraft

$0

$108

Accounts payable

59,171

53,612

Royalty payable

 43,750

40,000

Accrued liabilities - related parties

 26,101

 20,100

Accrued liabilities – other

45,349

 43,146

Shareholder loan

12,038

 7,911

Total current liabilities

 186,409

 164,877

 

 

 

Shareholders’ Deficit

 

 

Common Stock - 100,000,000 authorized at $0.001 par value, 2,869,560 issued and outstanding at September 30, 2012 and 2,557,560 at December 31, 2011

 2,870

 2,558

Additional paid-in capital

 17,638,564

 17,607,676

Deficit accumulated prior to development stage

 (2,319,595)

 (2,319,595)

Deficit accumulated during development stage

 (15,496,297)

 (15,437,076)

Total Oak Ridge shareholders’ deficit

(174,458)

(146,437)

Non-controlling interest

831

1,969

Total shareholders’ deficit

(173,627)

 (144,468)

Total liabilities and shareholders’ deficit

 $12,782

$20,409


See Accompanying Notes to the Financial Statements



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Oak Ridge Micro-Energy, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited)


 

For the Three Months Ended

For the Nine Months Ended

 

 

September 30,

September 30,

From Reactivation

 

2012

2011

2012

2011

[January1, 1996] to September 30, 2012

Revenues

$-

$-

$-

$-

$138,251

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

General and administrative

17,461

4,983

52,081

39,063

 10,455,368

Research and development

-

-

-

-

 1,388,891

Sales and marketing

-

-

-

-

 5,061

(Gain)/loss of sale of assets

-

-

-

-

 4,361,078

Depreciation and amortization

2,542

2,542

7,627

7,627

 829,780

Total operating expenses

 20,003

7,525

 59,708

46,690

17,040,178

Operating income/(loss)

 (20,003)

 (7,525)

 (59,708)

 (49,690)

 (16,901,927)

 

 

 

 

 

 

Other income/(expenses):

 

 

 

 

 

Interest and other income

 -

 -

 -

1

 130,002

Interest expense

 (215)

 -

 (651)

 -

 (340,810)

Gain on settlement of debt

 -

 -

 -

 -

 1,615,082

Total other income/(expenses)

 (215)

 -

 (651)

 1

 1,404,274

Net income/(loss)

(20,218)

(7,525)

 (60,359)

 (46,689)

 (15,497,653)

Plus: net loss attributable to non-controlling interest

380

-

1,138

-

1,356

Net loss attributable to Oak Ridge shareholders

(19,838)

(7,525)

(59,221)

(46,689)

(15,496,297)

Basic loss per share, basic and diluted

$ (0.01)

$ (0.01)

$ (0.02)

$ (0.01)

 

Basic weighted shares outstanding, basic and diluted

2,869,560

3,368,458

2,745,443

3,368,458

 



See Accompanying Notes to the Financial Statements



4




Oak Ridge Micro-Energy, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

September 30

From Reactivation

 

2012

2011

[January 1, 1996] to September 30, 2012

Cash flow from operating activities:

 

 

 

Net income/(loss)

  $ (60,359)

$ (46,689)

$ (15,497,653)

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

-

 -

7,301,819

Depreciation and amortization

 7,627

 7,627

829,780

Increase/(decrease) in bank overdraft

(108)

-

-

(Increase)/decrease in prepaid expenses

-

 -

 -

Increase/(decrease) in accounts payable/royalty payment

 9,309

20,321

482,305

Increase/(decrease) in accrued liabilities

2,203

 -

45,349

Increase/(decrease) in accrued liabilities – related

25,851

 -

42,760

Net cash from operating activities

 (15,477)

 (18,741)

 (4,047,008)

 

 

 

 

Cash Flow from investing activities:

 

 

 

Purchase of equipment

 -

 -

 (1,231,601)

Purchase of intangible assets

-

-

(79,725)

Proceeds from sale of equipment

-

 -

713,595

Net cash from investing activities

 -

 -

 (597,731)

 

 

 

 

Cash flow from financing activities:

 

 

 

Loan from Shareholder

15,477

6,106

23,388

Proceeds from stock issued

 -

 -

 4,621,351

Net cash from financing activities

15,477

 6,106

 4,644,739

Net change in cash and cash equivalents

-

 (12,635)

-

Cash and cash equivalents, beginning of period

-

12,664

-

Cash and cash equivalents, end of period

-

$29

-

Cash paid for taxes

$0

$0

 

Cash paid for interest

$0

$0

 

Non-cash investing and financing activities:

During the nine months ended September 30, 2012, 312,000 shares were issued to repay $12,000 for shareholder loan payments and $19,200 for compensation for services rendered and accrued in previous periods.


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, commercialization and licensing of its rechargeable thin-film lithium battery technology.


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 September 30, 2012, and December 31, 2011; (b) the results of operations for the three-month and nine month periods ended September 30, 2012, and 2011; and (c) cash flows for the nine month period ended September 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 nine month periods ended September 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 September 30, 2012, the Company had accrued a liability of $43,750 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 33% of the Company’s outstanding common stock.


The Company received a shareholder loan in the amount of $15,477 during the nine months ended September 30, 2012. The balance due to the shareholder is $12,038, including accrued interest of $430.  The unsecured loan bears 5% interest and is due on demand.


As of March 31, 2012, the Company owed related parties $26,101 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 cash advances to the Company and $19,200 as compensation for services rendered.


Note 5 – Subsequent Events


On October 2, 2012, the Company executed and delivered a Share Purchase Agreement (the “SPA”) with Newmark Investment Limited, a corporation organized under the laws of Hong Kong (“Newmark”), and Carbon Strategic Pte Ltd, a corporation organized under the laws of Singapore (“Carbon Strategic”).  The principal terms of the SPA were as follows: (i) the Company acquired all of the issued and outstanding shares of any class of Carbon Strategic, in consideration of the issuance of 94,130,440 shares of the Company’s common stock comprised of Rule 144 defined “restricted securities”; (ii) Mark Meriwether, the Company’s sole director and executive officer was required to pay and/or compromise all outstanding debts of the Company amounting to $190,579, which was contemplated to include accounting and legal fees required to file the 10-Q Quarterly Report for the quarter ended September 30, 2012, and to pay the legal and filing fees to bring current any delinquent filings regarding the current patents or patents pending related to the Company’s thin-film battery technology that are or would become due through October, 2012; (iii) subject to the closing and reservation of sufficient funds to pay the $190,579 in outstanding liabilities of the Company, Mr. Meriwether was paid $150,000 and 3,000,000 shares of common stock of the Company comprised of Rule 144 “restricted securities” for a Termination of Employment Agreement Fee and $500,000 for entering into a two (2) year Consulting Agreement with the Company, all to come from a $700,000 cash payment made by Newmark under the SPA, and after deduction of such $190,579.31; (iv) the name of the Company would remain as “Oak Ridge Micro-Energy, Inc.,” and its common stock would presumably continue to trade on the OTCBB under the trading symbol “OKME”; (v) Mr. Meriwether was responsible for paying Dr. John Bates, the Company’s former Chief Technical Officer, the sum of $10,000 for the Company’s purchase of Dr. Bates’ interest in Oak Ridge Micro-Energy, Inc., a Nevada corporation (“Oak Ridge Nevada”), and 90% owned subsidiary of the Company into which all of the thin-film battery technology of the Company was conveyed on or about November 8, 2011, when Dr. Bates acquired his 10% interest in Oak Ridge Nevada in exchange for 818,898 shares of the Company’s common stock owned by Dr. Bates  that were subsequently cancelled by the Company (see the Company’s 8-K Current Report dated November 8, 2011, and filed with the Securities and Exchange Commission on such date); (vi) Mr. Meriwether resigned as the President, Treasurer and the Secretary of the Company on closing, while remaining on the Board of Directors, and Jeffrey John Flood, the Managing Director of Carbon Strategic was elected to serve on the Board of Directors and to the positions of President, Secretary and Treasurer of the Company; and (vii) and Mr. Flood would execute a one (1) year Employment Agreement with the Company at a salary to be determined.  As of the date of this Quarterly Report, no Employment Agreement has been executed by Mr. Flood , and no compensation for Mr. Flood’s services to the Company has been negotiated or agreed upon.  Additional information about this SPA can be found in the Company’s 8-K Current Report dated October 2, 2012, which was filed with the Securities and Exchange Commission on October 9, 2012, and the amended Current Report on Form 8-K/A filed with the Securities and Exchange Commission on October 12, 2012.  As of the date of this Quarterly Report, all liabilities of the Company have been paid or compromised from such $700,000 sum, or the Company has been indemnified against such liabilities by Mr. Meriwether (under $10,000), with the exception of the $43,750 technology royalty mentioned in Note 3.  


Separately, all fees and costs associated with the SPA were paid by Newmark under an Engagement Letter with the Company’s legal counsel, by wire transfer to the Trust Account of such legal counsel.  $45,175.29 of this amount was



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attributable to fees and $1,179.71 was attributable to costs related to the SPA.  $3,500 was paid to the Company to open a new bank account subsequent to the closing of the SPA.


On October 31, 2012, the Company entered into an Equipment Purchase and Sale Agreement (the “Agreement”) with Planar Energy Devices, Inc., a Delaware corporation (“Planar”), whereby it agreed to purchase the equipment for $350,000, which sum was provided by Carbon Strategic, our recently acquired wholly-owned subsidiary.  The equipment purchased was primarily comprised of the non-proprietary research and development equipment that the Company sold to Planar on March 10, 2008.  Additional information about this Agreement can be found in the Company’s 8-K Current Report dated October 31, 2012, which was filed with the Securities and Exchange Commission on November 6, 2012.



8




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 innovative thin-film lithium battery technology for commercial, consumer, industrial, security and military uses, among other uses.  Our corporate objective is and has been 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; however, the technology is believed to have potential use in areas that require a higher power source, and solutions in this sector have and are presently being considered


Current anticipated uses for the thin-film battery technology 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 initial licensing agreement with Oak Ridge National Laboratory (“ORNL”)(the “Licensing Agreement”), unless a waiver is obtained. There may also be exportation limitations into certain countries.  We have not determined whether these reservations are applicable to our own patents, patents pending and proprietary information. 


We had previously determined that we had completed our research stage and were entering the next stage in which we would focus our energy and resources on marketing and licensing the thin-film battery technology covered by our various patents, patents pending and proprietary information to suitable licensees across all industries.  Despite substantial efforts in attempting to license our technology, we have not been successful in obtaining any licensing arrangements or joint venture arrangement to further the development of this technology through September 30, 2012; however, following a long period of negotiations, we acquired Carbon Strategic Pte Ltd. (“Carbon Strategic”) in October, 2012, which had a substantial interest in the further development and licensing of our thin-film battery technology, and which has funded our re-purchase of the laboratory equipment from Planar Energy Devices, Inc. (“Planar”) that we had previously sold and used



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in our research and development of our technology.  See Note 5 of our unaudited consolidated condensed financial statements above.  We intend to utilize this and other equipment to further develop the manufacturing process of our thin-film batteries and to increase the licensing prospects of our technology.  We also have and continue to be in contact with several large-scale, multinational companies that have expressed interest in our thin-film battery technology and other uses of this technology.


In addition to issued and pending patents, we have numerous proprietary trade secrets in thin-film battery technology related to battery construction and thin-film processing.  Our licensing discussions have been difficult to conclude with licensing agreements or joint venture development agreements because all interested parties wanted access to all of our thin-film battery technology, including our proprietary information.  We have been reluctant to provide this disclosure without written agreements outlining the parties’ intentions and obligations, in addition to confidentiality agreements.  We believe that a pre-trial Memorandum Decision and Order in a recent unreported case in United States District Court for the District of Utah, Central Division will provide us with guidelines for greater protection of our technology disclosures under these types of situations in the future.  In the particular case, the court concluded that a Research Agreement between the parties protected all confidential information provided from the time that it was disclosed, regardless of the fact that there was an “integration” clause in the Research Agreement that was claimed to have superseded the prior Confidentiality Agreement between the parties.  In addition, the defendant in the case had used the confidential information for a completely separate matter not covered by the Research Agreement, which we deemed to be of significance.  The case was settled prior to trial for a very substantial amount, and the defendant in the case was one of the largest pharmaceutical companies in the world; we believe these circumstances will help protect our technology from third party development and uses not included in the initial understandings and agreements between us and those with whom we contract where the party using the confidential information has benefited from the confidential information by the development of other valuable technology.  


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


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


Revenue


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


Operating Expenses


General and administrative expenses were $17,460 in the three month period ended September 30, 2012, compared to $13,038 in the three month period ended September 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 was due to increased business activities related to the Carbon Strategic business venture mentioned above under Note 5 of our unaudited consolidated condensed financial statements; also see our 8-K Current Report dated October 2, 2012, and filed with the Securities and Exchange Commission on October 9, 2012, and the amended Current Report on Form 8-K/A filed with the Securities and Exchange Commission on October 12, 2012.


For the three months ended September 30, 2012 we had a net loss of $19,833, or ($0.01) loss per share, compared to the three months ended September 30, 2011 of $15,581, or ($0.01) loss per share.


Nine months ended September 30, 2012, compared to nine months ended September 30, 2011.


Revenue


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


Operating Expenses


General and Administrative expenses were $52,081 in the nine month period ended September 30, 2012, compared to $39,063 in the nine month period ended September 30, 2011.  These charges consisted of travel expenses, legal and professional charges and other miscellaneous charges related to general business operations.


For the nine months ended September 30, 2012, we had a net loss attributable to Oak Ridge shareholders of $59,221, or ($0.02) loss per share, compared to the nine months ended September 30, 2011, of $46,689, or ($0.01) loss per share, with a net loss attributable to Oak Ridge shareholders of $15,496,297 for period from reactivation January 1, 1996, to September 30, 2012.  The primary increase in general and administrative expenses was due to increased business activities related to the Carbon Strategic business venture mentioned above under Note 5 of our unaudited consolidated condensed financial statements.




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Liquidity and Capital Resources


We incurred a net loss attributable to Oak Ridge shareholders of $19,838 for the three month period ended September 30, 2012.  Cash on hand was $0. We can provide no assurances that if additional funds are needed by us that we will be able to obtain financing.  Until the acquisition of Carbon Strategic, due to the economic downturn and a difficult financing environment, we believed that we may have to change our development and licensing plan.  We have had an understanding with a principal shareholder who was formerly our sole officer and director to provide the Company with funds as needed. However, there is no requirement for him to provide funding, and since the acquisition of Carbon Strategic, he is now only a Board member and shareholder.  We received $15,477 from this shareholder during the nine months ended September 30, 2012.  The balance due to this shareholder was $12,038, including accrued interest of $430, at September 30, 2012.  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 periods.  However, see Note 5 to our unaudited consolidated condensed financial statements above, which describes our transactions with Carbon Strategic and Planar, and which resolves some of these liquidity issues.


Off-Balance Sheet Arrangements


We had no off balance sheet arrangements during the quarter ended September 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 September 30, 2012, our disclosure controls and procedures were effective, and 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.




11




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.


Also, see Note 5 to our unaudited consolidated condensed financial statements above, which describes the issuance of additional shares of our common stock subsequent to September 30, 2012. For additional information, see the Company’s 8-K Current Report dated October 2, 2012, which was filed with the Securities and Exchange Commission on October 9, 2012, and the amended Current Report on Form 8-K/A filed with the Securities and Exchange Commission on October 12, 2012. These securities were issued under Regulation S of the Securities and Exchange Commission as sales exempt from registration under the Securities Act for non-“U.S. persons.”


Item 3. Defaults Upon Senior Securities.


None; not applicable.


Item 4. Mine Safety Disclosures.


None, not applicable.


Item 5. Other Information.


See Note 5 of the Company’s unaudited consolidated condensed financial statements above for additional information on the transactions that occurred after September 30, 2012, with Carbon Strategic and Planar.


Item 6. Exhibits.


Exhibit No.                         Identification of Exhibit


31

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Jeffrey J. Flood, President and Director.

32

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 proved by Jeffrey J. Flood, President and Director.

101.INS

XBRL Instance Document*

101.PRE.

XBRL Taxonomy Extension Presentation Linkbase*

101.LAB

XBRL Taxonomy Extension Label Linkbase*

101.DEF

XBRL Taxonomy Extension Definition Linkbase*

101.CAL

XBRL Taxonomy Extension Calculation Linkbase*

101.SCH

XBRL Taxonomy Extension Schema*


*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.


Current Report on Form 8-K dated October 2, 2012 and filed with the Securities and Exchange Commission on October 9, 2012 and the amended Current Report on Form 8-K/A filed with the Securities and Exchange Commission on October 12, 2012.




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Current Report on form 8-K dated October 31, 2012 and filed with the Securities and Exchange Commission on November 7, 2012.


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.


Date:

November 16, 2012

  

By:

/s/Jeffrey J. Flood

  

  

  

  

Jeffrey J. Flood, President and Director




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