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EX-32 - 906 CERTIFICATION - Oakridge Global Energy Solutions, Inc. | ex32.htm |
EX-31 - 302 CERTIFICATION - Oakridge Global Energy Solutions, Inc. | ex31.htm |
EXCEL - IDEA: XBRL DOCUMENT - Oakridge Global Energy Solutions, Inc. | Financial_Report.xls |
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
(Registrants 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 Registrants 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 | |
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|
| |
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 |
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Operating expenses: |
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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) |
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Other income/(expenses): |
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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
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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: |
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|
(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) |
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Cash Flow from investing activities: |
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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) |
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Cash flow from financing activities: |
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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 Companys 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 Companys 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 Companys 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 years 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 Companys 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 Companys common stock comprised of Rule 144 defined restricted securities; (ii) Mark Meriwether, the Companys 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 Companys 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 Companys former Chief Technical Officer, the sum of $10,000 for the Companys 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 Companys common stock owned by Dr. Bates that were subsequently cancelled by the Company (see the Companys 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. Floods services to the Company has been negotiated or agreed upon. Additional information about this SPA can be found in the Companys 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 Companys 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 Companys 8-K Current Report dated October 31, 2012, which was filed with the Securities and Exchange Commission on November 6, 2012.
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Item 2. Managements 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 COMPANYS 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 worlds 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.
Managements 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.
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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 Companys 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 Companys 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
*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 |
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| Jeffrey J. Flood, President and Director |
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