U. S. Securities and Exchange CommissionWashington, D. C.
20549 FORM 10-KSB [X] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the calendar
year ended December 31, 2007 [  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the transition
period from _________________ to __________________ Commission File
No. 000-50032 OAK RIDGE MICRO-ENERGY, INC. (Name of Small Business Issuer in its
Charter)  Colorado
94-3431032(State or Other Jurisdiction of
(I.R.S. Employer Identification
No.)incorporation or organization)   275 Midway Lane Oak Ridge, TN 37830 (Address of Principal Executive
Offices) Issuers Telephone
Number: (801) 556-9928 Not
Applicable (Former name and former address, if changed
since last Report) Securities
Registered under Section 12(b) of the Exchange Act: None. Securities
Registered under Section 12(g) of the Exchange Act: Common Stock,
$0.001 par value Check whether the Issuer is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [
] Check whether the Issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the Issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. (1) Yes [X] (2) Yes [X] Check if there is no disclosure
of delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of Issuers knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10- KSB or any amendment to this Form 10-KSB. [ ] Indicate by check mark whether
the Issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act.) No
[X] State Issuers revenues for its
most recent calendar year: December 31, 2007 - $0.   1    State the aggregate market
value of the common voting stock of the Issuer held by non-affiliates computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within the past 60 days:
March 28, 2008 - $3,996,253. There are approximately 39,962,530 shares of our
common voting stock held by non-affiliates; the presented value is based upon
the average of the bid and asked prices ($0.10) of our common stock on the OTC
Bulletin Board of the Financial Industry Regulatory Authority, Inc.
(FINRA).  Issuers Involved in Bankruptcy
Proceedings During the Past Five Years None; not applicable. Applicable Only to Corporate Issuers State the number of outstanding
shares of each of the Issuers classes of common equity, as of the latest
practicable date: March 28, 2008 - Common stock - 72,591,644 shares. Documents Incorporated by Reference  A description of Documents Incorporated by Reference is
contained in Part III, Item 13 of this Annual Report.  Transitional Small Business Issuer Format
- No [X] As used herein, the words and
phrases Oak Ridge Micro-Energy, OKME, the Registrant, Company or Oak
Ridge, and we, our, us and similar words of import, shall be considered
synonymous references to Oak Ridge Micro-Energy, Inc.  TABLE OF CONTENTS PART
I 3 Item 1.
Description of Business. 3 Item 2.
Description of Property. 9 Item 3. Legal
Proceedings. 9 PART
II 10 Item 5. Market
for Common Equity, Related Stockholder Matters and Small Business Purchases of
Equity Securities. 10 Market
Information 10 Item 6.
Managements Discussion and Analysis or Plan of Operation. 12 Item 7.
Financial Statements 13 There were no
changes in our accounts or disagreements with our accountants regarding
accounting and financial disclosure. 14 Item 8(A)T.
Controls and Procedures. 14 Item 8(B).
Other Information. 14 PART
III 14 Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act. 14 Item 10.
Executive Compensation. 17 Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters. 18 Item 12.
Certain Relationships and Related Transactions. 20 Item 13.
Exhibits and Reports on Form 8-K. 20 Item 14.
Principal Accountant Fees and Services. 21  2    Services and
Fees 21 SIGNATURES 21    PART I   Item 1. Description of Business.  Business  Background Summary  We produce 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 is now 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.  We have manufactured in limited quantities lithium-ion
batteries (model ORLI.0.5CL). Batteries have been delivered to a variety of
potential customers who desire samples to evaluate for integration into their
products. In order to preserve capital, 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.   3    Current
Developments  Oak Ridge Micro-Energy has completed its research and
development stage and is entering 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.  This step is stage 3 of our
business plan.  Oak Ridge Micro-Energy has from its 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 withstands
solder reflow conditions and protects 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 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 USTPO Patent Pending; 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  · Getters for Thin Film Battery
Hermetic Package  USTPO Patent Pending; PCT filed 10 October, 2006 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 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 patent pending o Develops a TFB that operates between
2 V and 1 V  In addition to issued and pending patents, OKME has
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 OKME 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 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. Oak Ridge Micro-Energy is 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.   4    Business
Development Activities  Developments Subsequent to the Year Ended December 31,
2007  On March 10, 2008, we entered into and completed an
Equipment Purchase Agreement to sell our non-proprietary research and
development equipment (the Equipment) and sub-lease our Oak Ridge, TN,
facility, to Planar Energy Devices, Inc., a Delaware corporation (Planar).
This agreement allows us to have continued access to the Equipment as may be
needed for prototyping and testing by potential licensees and partners for up to
a minimum of 18 months, at a price of $1,000 per month for the first six months
and at a price to be agreed upon during the next 12 months.  The total
purchase price of the Equipment was $600,000, which was paid on closing.
 See our 8-K Current Report dated March 10, 2008, which was filed with the
Securities and Exchange Commission on March 14, 2008.  See Part III, Item
13.  Developments During the Year Ended December 31,
2007  On July 26, 2007, we settled our lawsuit against Timothy
Rock, Andrew Goodell, Water & Gold, Inc. and Jeffery Kohutka, (the
Defendants), which was commenced on August 27, 2004, resulting in all shares
that were subject to the preliminary injunction to be immediately returned to
us. We and the Defendants also compromised all claims each had against the
other; and the earlier orders finding violations by the Defendants of applicable
securities laws, rules or regulations were vacated.  See our 8-K Current
Report dated December 22, 2004, which was filed with the Securities and Exchange
Commission on January 6, 2005, and the 8-K/A Current Report dated December 22,
2004 and filed with the Securities and Exchange Commission on July 27, 2007.
 See Part III, Item 13.  Developments During the Year Ended December 31,
2006.  On February 7, 2006, our second patent was granted, Long
life thin-film battery and method therefor, U.S.6,994,933, with 21 claims
related to a packaging method for thin-film batteries.  A continuation in
part of a patent pending dealing with an improvement on a new type of package
for thin-film batteries was filed in September 2006.  We then had two
issued patents and two patents pending.  As announced on May 23, 2006,
using our advanced packaging method and a new anode-cathode combination (the
active battery components), we developed a prototype lithium-ion battery that
can be cycled at a record high temperature of 170 degrees Celsius (338 degrees
Fahrenheit). Conventional rechargeable lithium-ion batteries cannot be cycled at
temperatures much above 60 degrees Celsius.  On September 2006, we
announced that, with our newly developed package, our standard lithium-ion
batteries can withstand temperatures above 285 degrees Celsius (545 degrees
Fahrenheit) in a discharged state, and therefore can meet the temperature
requirements of a solder reflow assembly process recently mandated in the E.U.
and China.  Developments During the Year Ended December 31,
2005  In February, we completed installation of our two,
small-scale thin-film production sputtering tools and began testing and
calibration runs on all of the five layers of the battery. We developed a
complete manufacturing process for thin-film batteries including a new hermetic
package. The first production run of three hundred twenty four (324) ORLI.0.5.CL
batteries was made in October with a higher than expected yield. Specifications
and detailed performance data have been posted on our web site. Up to December
31, 2005, about 1000 batteries have been manufactured, and samples have been
provided to potential customers in the U.S. and abroad. During the year, we
filed a patent application on our packaging process with the United States
Patent Office.  Developments During the Year Ended December 31,
2004  During 2004, we began the year with a successful equity
raise. A net total of $2.9 million, after commissions, was raised during
offerings conducted simultaneously in the United States and Europe. Our equity
raise was accomplished by the sale of units consisting of one share of common
stock and one warrant to purchase an additional share of common stock.  We completed Phase I of our business and strategic plan
and entered Phase II. Phase II was geared towards expansion, mass prototyping
and entry into highly specialized markets.  During 2004, we were awarded a patent, Thin Film Battery
and Electrolyte Therefor, US 6,818,356 B1, with 22 claims. The claims related
to a range of compositions for a new thin-film lithium electrolyte, a method of
making the electrolyte and a thin-film battery utilizing the new electrolyte.  On June 1, 2004, our Board of Directors authorized a
three for one forward split of our common stock by dividend. See our 8-K Current
Report dated May 10, 2004, and filed with the Securities and Exchange Commission
on May 25, 2004. See Part III, Item 13. All computations herein take into
account this forward split.   5    Developments During the
Year Ended December 31, 2003  We exercised our right to acquire a non-exclusive
Licensing Agreement of thin-film battery technology from the U.S. Department of
Energy on January 9, 2003. Previously, we had held an option to license this
technology, and based upon our independent development of additional technology,
intellectual property and processes related to the thin-film battery, we
exercised our option.  In January, 2003, we were awarded a contract with the
Department of Defense to develop advanced battery materials. The program, funded
through the Office of the Secretary of Defense, will develop new,
nano-structured electrode materials for thin-film batteries. The $100,000
contract was a Phase I Small Business Innovative Research (SBIR) grant.  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.   6    Patents  · 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 USTPO Patent Pending; 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  · Getters for Thin Film Battery
Hermetic Package  USTPO Patent Pending; PCT filed 10 October, 2006 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 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 patent pending o Develops a TFB that operates between
2 V and 1 V  Financial Outlook  We have made projections of revenues based on the
achievement of certain critical cost/performance goals. In addition, these goals
must meet with a willing marketplace learning to use a new technology. We are
actively engaged in the commercialization and continued optimization of
thin-film battery technology. Accordingly, our goal is to generate returns to
our investors through commercial prototyping for a variety of thin-film battery
applications, intellectual property creation and the ongoing advancement of
battery materials. We are developing partnerships based upon commercial
applications of thin-film batteries and the development of advanced battery
materials.  We continue to develop projections of the market
potential of our technology. In the event that we are successful in our efforts
to commercialize thin-film batteries and advanced battery materials, a
significant revenue stream is possible. The market for the overall lithium based
rechargeable batteries is several billion dollars annually. While the share of
that market which can be considered a micro-battery is currently small,
several factors are stimulating the development of a business opportunity. The
market for portable electronics devices, specifically card-like and miniature
products is expected to grow dramatically based on applications in supply chain
management, national defense, homeland security and medicine.  Projections of our ongoing viability are based on the
near term attraction of additional investment, technical success of our contract
research effort, and development and commercial launch of our first application
of the thin-film battery in 2005. A significant amount of resources, including
people, equipment and working capital must come on line in concert with the
achievement of critical manufacturing milestones for our projections to be
realized.  We also intend to create revenue through the sale of
prototypes. We have begun manufacturing thin-film batteries and have supplied
samples to U.S. and foreign organizations.  Success in our prototyping activities will lead to
revenues as new products are distributed across global markets. With the success
of our current capitalization program, we expect to accomplish enough
prototyping programs in the near future in order to identify and launch at least
one commercial application in the near future. Certain critical cost/performance
milestones must be met with suitable partners, applications and additional
investment, for a successful commercial launch to occur.  The heightened need for security coupled with the
critically important national defense requirements ensures that many of the
applications enabled by the thin-film battery will be funded through
prototyping. Federal agencies, combined with their defense contractors, will be
responsible to initiate an unprecedented security upswing with a worldwide
clientele. The Homeland Security Initiative is forecasted to spend more than
$300 billion in the next few years, but has yet to devise a development plan. A
new breed of micro-electronic systems will spring from this funds pool, fueling
growth in the sensor, card, wireless and chip markets.   7    Competitive Business
Conditions and the Small Business Issuers Competitive Position in the Industry
and Methods of Competition  Presently, 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.  Effect of Existing or Probable Governmental
Regulations on Business  Sarbanes-Oxley Act  On July 30, 2002, President Bush signed into law the
Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). The Sarbanes-Oxley Act
imposes a wide variety of new regulatory requirements on publicly-held companies
and their insiders. Many of these requirements will affect us. For example: (i)
our chief executive officer and chief financial officer must now certify the
accuracy of all of our periodic reports that contain financial statements; (ii)
our periodic reports must disclose our conclusions about the effectiveness of
our disclosure controls and procedures; and (iii) we may not make any loan to
any director or executive officer and we may not materially modify any existing
loans.  The Sarbanes-Oxley Act has required us to review our
current internal control procedures and policies to determine whether they
comply with the Sarbanes-Oxley Act and the new regulations promulgated
thereunder. We will continue to monitor our compliance with all future
regulations that are adopted under the Sarbanes- Oxley Act and will take
whatever actions are necessary to ensure that we are in compliance.  Penny Stock  Our common stock is penny stock as defined in Rule
3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks: (i)
with a price of less than five dollars per share; (ii) which are not traded on a
recognized national exchange; (iii) whose prices are not quoted on the NASDAQ
automated quotation system; or (iv) in issuers with net tangible assets less
than $2,000,000, if the issuer has been in continuous operation for at least
three years, or $5,000,000, if in continuous operation for less than three
years, or with average revenues of less than $6,000,000 for the last three
years.  Section 15(g) of the Exchange Act and Rule 15g-2 of the
Securities and Exchange Commission require broker/dealers dealing in penny
stocks to provide potential investors with a document disclosing the risks of
penny stocks and to obtain a manually signed and dated written receipt of the
document before making any transaction in a penny stock for the investors
account. You are urged to obtain and read this disclosure carefully before
purchasing any of our shares.  Rule 15g-9 of the Securities and Exchange Commission
requires broker/dealers in penny stocks to approve the account of any investor
for transactions in these stocks before selling any penny stock to that
investor.  This procedure requires the broker/dealer to: (i) get
information about the investors financial situation, investment experience and
investment goals; (ii) reasonably determine, based on that information, that
transactions in penny stocks are suitable for the investor and that the investor
can evaluate the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker/dealer made
his or her determination; and (iv) receive a signed and dated copy of the
statement from the investor, confirming that it accurately reflects the
investors financial situation, investment experience and investment goals.  Compliance with these requirements may make it harder for
our stockholders to resell their shares.   8    Reporting
Obligations  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 stockholders of our Company at a special or annual meeting thereof or
pursuant to a written consent will require our Company to provide our
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14; 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 stockholders.  We are also required to file annual reports on Form
10-KSB and quarterly reports on Form 10-QSB with the Securities 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. Effective February
4, 2008, Regulation SB of the Securities and Exchange Commission was terminated.
 We are now a smaller reporting company subject to the disclosure
requirements of Regulation SK of the Securities and Exchange Commission.
 That will require us to file annual reports on Form 10-K and quarterly
reports on Form 10-Q in the future.  Small Business Issuer  The integrated disclosure system for small business
issuers adopted by the Securities and Exchange Commission in Release No.
34-30968 and effective as of August 13, 1992, substantially modified the
information and financial requirements of a Small Business Issuer, defined to
be an issuer that has revenues of less than $25,000,000; is a U.S. or Canadian
issuer; is not an investment company; and if a majority-owned subsidiary, the
parent is also a small business issuer.  February 4, 2008, Regulation SB of
the Securities and Exchange Commission was terminated.  We are now a
smaller reporting company  Research and Development Costs During the Last Two
Fiscal Years  We spent $114,127 and $195,069 in December 31, 2007, and
2006, 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 three full-time employees and two
part-time employees.  Reports to Security Holders  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 that we have filed electronically with the
Securities and Exchange Commission at their Internet site www.sec.gov.    Item 2. Description of Property.  We have a five year lease on a 5,000 square foot
laboratory facility in the city of Oak Ridge, TN. The rental cost is $2,200 per
month. On March 10, 2008, this facility was subleased to Planar. See the heading
Developments Subsequent to the Year Ended December 31, 2007, above. Our
current access to this facility is adequate for us to develop prototypes in
small quantities for research and for supplying potential customers for their
evaluation.  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 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.  Except as indicated below, 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.   9    Further, and except as
indicated below, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to us.  On July 26, 2007, we settled our lawsuit against Timothy
Rock, Andrew Goodell, Water & Gold, Inc. and Jeffery Kohutka, (the
Defendants), which was commenced on August 27, 2004, resulting in all shares
that were subject to the preliminary injunction to be immediately returned to
us. We and the Defendants also compromised all claims each had against the
other; and the earlier orders finding violations by the Defendants of applicable
securities laws, rules or regulations were vacated.  See our 8-K Current
Report dated December 22, 2004, which was filed with the Securities and Exchange
Commission on January 6, 2005, and the 8-K/A Current Report dated December 22,
2004 and filed with the Securities and Exchange Commission on July 27, 2007.
 See Part III, Item 13.   Item 4. Submission of Matters to a Vote of Security
Holders.  No matter was submitted to our shareholders during the
year ended December 31, 2007.    PART II    Item 5. Market for Common Equity, Related
Stockholder Matters and Small Business 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, 2007 and 2006, 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.  Stock Quotations  Period
High
LowJanuary 1, 2006 through March 31, 2006
$0.33
$0.13April 1, 2006 through June 30, 2006
$.30
$0.11July 1, 2006 through September 30, 2006
$0.16
$0.10October 1, 2006 through December 31, 2006
$0.28
$0.12January 1, 2007 through March 31, 2007
$0.24
$0.168April 1, 2007 through June 30, 2007
$0.21
$0.13July 1, 2007 through September 30, 2007
$0.19
$0.155October 1, 2007 through December 31, 2007
$0.15
$0.068  Holders  The number of record holders of our common stock as of
March 28, 2008, was approximately 486; this number does not include an
indeterminate number of stockholders whose shares are held by brokers 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.   10    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
N/A
N/AEquity compensation plans not approved by security
holders
None
N/A
N/ATotal
None
N/A
N/A  Recent Sales of Unregistered Securities  During the last three years, we issued the following
unregistered securities:  Common Stock Issued for
Number of Shares
YearIssuance of common stock for services at $0.11 per
share
6,975,000
2004Sale of common stock at $.42 per share
9,012,390
2004Common stock issued for services at $.13 per
share
9,490,071
2004Common stock issued for services at $.15 per
share
41,208
2004Common stock issued for UT-Battelle license at $.42
per share
47,619
2004Common Stock issued for services at $.11
64,614
2004Issuance of common stock for services at $0.1114
per share to Board Members and Consultants*
5,040,000
2005Sale of common stock at $0.42 per share to one
person
30,000
2005Sale of common stock at $0.20 per share to one
person
300,000
2005Issuance of common stock for services at $0.32 per
share to an employee
75,000
2005Issuance of common stock for services at
$0.23
5,300,000
2006Issuance of common stock for services at
$0.20
200,000
2006Issuance of common stock for services at
$0.15
575,000
2006Issuance of common stock for services at
$0.18
177,000
2006  We issued these securities to persons who were either
accredited investors, or sophisticated investors who, by reason of
education, business acumen, experience or other factors, were fully capable of
evaluating the risks and merits of an investment in us; and each had prior
access to all material information about us. We believe that the offer and sale
of these securities was exempt from the registration requirements of the
Securities Act pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of
Regulation D of the Securities and Exchange Commission. Section 18 of the
Securities Act preempts state registration requirements for sales to these
classes of persons.  Use of Proceeds of Registered Securities.  None; not applicable.  Purchases of Equity Securities by Us and Affiliated
Purchasers  There were no purchases of our equity securities by us or
any affiliated purchasers during the calendar year ended December 31, 2007. We
did settle our lawsuit against Timothy Rock, Andrew Goodell, Water & Gold,
Inc. and Jeffery Kohutka during fiscal 2007, which was commenced on August 27,
2004, resulting in 1,786,000 shares that were subject to the preliminary
injunction being returned to our authorized but unissued shares.     11    Item 6. Managements
Discussion and Analysis or Plan of Operation.  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 technology has evolved over the past
decade at the Oak Ridge National Laboratories (ORNL), a U. S. Government
laboratory in Oak Ridge, TN. 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
primary inventor of the technology for ORNL, Dr. John B. Bates, retired from
ORNL who is now our Chief Technology Officer and a member of our Board of
Directors.  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 and development 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
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.  As previously mentioned, 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. 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. Oak Ridge Micro-Energy is 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.  On March 10, 2008, we sold our laboratory equipment to
Planar Energy Devices, Inc., with a lease-back arrangement to allow us to use
the equipment for up to 18 months.  See the heading Developments
Subsequent to the Year Ended December 31, 2007, of Part I, Item 1, Business
Development Activities.   Managements Discussion and Analysis of Financial
Condition and Results of Operations  Calendar year ended December 31, 2007, compared to
calendar year ended December 31, 2006.   12    Revenue  We had $0 in revenue in 2007, and $538 in revenue for
2006.  Operating Expenses  Research and development expenses in the calendar year of
2007 were $114,127, compared to $195,069 during the calendar year of 2006.
Research and development expense consists mainly of salaries to a small
technical staff and materials used in the further development and prototyping of
the thin-film lithium battery. The decrease occurred due to a smaller research
and development staff.  General and Administrative expenses were $289,328 in the
year ended 2007, compared to $1,532,177 in the year ended 2006. These charges
consisted of rent, utilities, travel expenses, legal and professional charges
and other miscellaneous charges related to general business operations.
 The decrease is due to a significant decrease in professional fees of
$1,143,171primarily attributable to the issuance and valuation of common stock
based compensation.  Liquidity  We incurred a net loss of $553,888 for the year ended
December 31, 2007. Cash on hand totaled $631,680. We believe cash on hand will
be sufficient to finance current business operations for at least the next 12
months.  Off-Balance Sheet Arrangements  We had no off balance sheet arrangements during the year
ended December 31, 2007.  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.    Item 7. Financial
Statements  13    TABLE OF CONTENTS  Report of Independent Registered Public Accounting
Firm  Consolidated Balance Sheets  Consolidated Statement of Operations  Consolidated Statement of Stockholders' Equity  Consolidated Statement of Cash Flows  Notes to Audited Consolidated Financial Statements   14


Report of Independent Registered Public Accounting
Firm  The Board of Directors and Shareholders Oak Ridge Micro-Energy, Inc.  We have audited the accompanying balance sheets of Oak
Ridge Micro-Energy, Inc.,(A Development Stage Company) as of December 31, 2007
and 2006 and the related statements of operations, stockholders equity, and
cash flows for the years ended December 31, 2007 and 2006 and for the period
from reactivation [January 1, 1996] to December 31, 2007. These 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 audit.  We conducted our audit 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 is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.  Our
audit 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 financial statements referred to
above present fairly, in all material respects, the financial position of Oak
Ridge Micro-Energy, Inc. as of December 31, 2007 and 2006 and the results of
operations and cash flows for the years ended December 31, 2007 and 2006 and for
the period from reactivation [January 1, 1996] to December 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.  /s/ Mantyla McReynolds, LLC Mantyla McReynolds, LLC Salt Lake City, Utah April 11, 2008         Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Balance Sheets    December 31, 2007
December 31, 2006AssetsCurrent assets:Cash
$ 631,680
$ 843,178Total current assets
631,680
843,178Furniture, fixtures and equipment - net
498,237
673,070Intangible assets - net
11,170
13,679Other long-term assets
2,200
2,200Total assets
$1,143,287
$ 1,532,127Liabilities and Shareholders EquityAccounts payable
$ 39,365
$49,625Royalty Payable
Accrued liabilities - related parties
15,000
47,253
20,000
3,191Total current liabilities
101,618
72,816Shareholders EquityCommon Stock - 100,000,000 authorized at $0.001 par
value, 72,591,644 and 74,377,707 shares issued and outstanding at December
31, 2007 and 2006, respectively
72,592
74,378Additional paid-in capital
17,494,828
17,356,796Deficit accumulated prior to development
stage
(2,319,595)
(2,319,595)Deficit accumulated during development stage
(14,206,156)
(13,652,268)Total shareholders equity
1,041,669
1,459,311Total liabilities and shareholders equity
$ 1,143,287
$ 1,532,127  See
Accompanying Notes to Financial Statements   Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Statement of Operations    December 31,
From Reactivation2007
2006
Jan 1, 1996 to Dec 31, 2007Revenues
$ -
$ 538
$ 118,004Operating expenses:General and administrative
289,328
1,532,177
9,020,849Research and development
114,127
195,069
1,316,628Sales and marketing
1,060
575
4,515Depreciation and amortization
177,888
181,271
755,069Total operating expenses
(582,403)
(1,909,092)
(11,097,061)Operating loss
(582,403)
(1,908,554)
(10,979,057)Other income/(expenses):Interest and other income
28,515
21,724
106,745Interest expense
-
-
(340,159)Loss of assets
-
-
(4,608,767)Gain on settlement of debt
-
-
1,615,082Total other income/(expenses)
28,515
21,724
(3,227,099)Net Loss
$ (553,888)
$ (1,886,830)
$ (14,206,156)Basic Weighted Average Shares Outstanding
73,738,522
73,901,707Basic Loss Per Share
$ (0.01)
$ (0.03)  See
Accompanying Notes to Financial Statements   Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Statement of Stockholders Equity    Shares
Amount
Additional paid-in capital
Accumulated deficitBalance January 1, 1996
1,215,252
$ 1,215
$ 5,421,856
$ (2,319,595)Stock for services at
$0.70
89,694
90
20,843
-Net operating loss - December
31, 1996
-
-
-
(4,748,837)Net operating loss - December
31, 1997
-
-
-
(111,272)Net operating loss - December
31, 1998
-
-
-
(31,347)Net operating loss - December
31, 1999
-
-
-
(31,347)Stock for services at $0.32
2,970,000
2,970
28,500
-Stock for expenses at
$0.035
2,036,190
2,036
21,694
-Stock for payment of debt at
$0.018
28,444,776
28,445
146,045
-Common stock for retirement of
preferred stock
233,106
233
32,962
-Contributions to
capital-expenses
-
-
15,000
-Net operating profit - December
31, 2000
-
-
-
1,473,829Return and cancellation of
common stock
(12,000,000)
(12,000)
12,000
-Stock for payment of debt at
$0.28
525,000
525
48,191
-Stock for cash at $2.00
60,000
60
39,940
-Net operating loss - December
31, 2001
-
-
-
(116,761)Issuance of common stock for all stock of Oak Ridge
Micro-Energy
89,709
90
9,910
-Stock for cash - net of costs -
at $2.37
1,800,018
1,800
1,386,200
-Stock for cash at $2.00
112,500
112
74,888
-Stock for services at
$2.00
375,000
375
61,625
-Net operating loss - December
31, 2002
-
-
-
(697,953)Stock for services at $0.39
average
10,041,501
10,041
1,297,249
-Stock for cash at $1.25
195,060
195
81,080
-  See
Accompanying Notes to Financial Statements   Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Statement of Stockholders Equity    Net operating loss - December
31, 2003
-
-
-
(1,666,290)Stock for cash at $0.42 -
$0.66
9,057,390
9,058
2,955,518
-Stock for services and expenses
at average $0.13
17,387,892
17,388
2,318,094
-Stock for license at
$0.42
47,619
48
19,952
-Net operating loss - December
31, 2004
-
-
-
(3,216,846)Stock for services at
$0.1114
5,040,000
5,040
1,897,961
-Sale of common stock at
$0.42
30,000
30
12,470
-Sale of common stock at
$0.20
300,000
300
59,700
-Stock for services at
$0.32
75,000
75
23,925
-Net operating loss - December
31, 2005
-
-
-
(2,618,616)Stock for services at
$0.23
5,300,000
5,300
1,213,712
-Stock for services at
$0.20
200,000
200
40,300Stock for services at
$0.15
575,000
575
85,675Stock for services at
$0.18
177,000
177
31,506Net operating loss - December
31, 2006
-
-
-
(1,886,827)Cancelled shares
(1,786,063)
(1,786)
138,032Net operating loss - December
31, 2007
-
-
-
(553,888)72,591,644
$ 72,592
$ 17,494,828
$ (16,525,751)  See
Accompanying Notes to Financial Statements   Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Cash Flow Statements    December 31
From Reactivation2007
2006
Jan 1, 1996 to Dec 31, 2007Cash flow from operating activities:Net loss
$(553,888)
$ (1,886,830)
$ (14,206,156)Adjustments to reconcile net loss to net cash
from operations:

Increase/(decrease) in accounts payable/royalty
payment
(15,260)
48,369
433,749Increase/(decrease) in accrued liabilities 
related party
44,062
-
44,062Loss on impairment of patents
(Increase)/decrease in deposits
2,857

-
-

-
2,857

(2,200)Depreciation and amortization expense
177,888
181,271
755,069Issuance of stock for expenses and services
136,246
1,377,445
7,256,598Loss on disposal of assets
-
-
4,608,767Gain on settlement of debt
-
-
(1,615,082)Net cash from operating activities
(208,095)
(279,745)
(2,722,336)Cash flow from investing activities:Purchase of furniture, fixtures, and
equipment
-
(104,115)
(1,231,601)Purchase of intangible assets
(3,403)
(5,556)
(35,734)Net cash from investing activities
(3,403)
(109,671)
(1,267,335)Cash flow from financing activities:Proceeds from stock issued
-
-
4,621,351Net cash from financing activities
-
-
4,621,351Net change in cash and cash equivalents
(211,498)
(389,416)
631,680  See
Accompanying Notes to Financial Statements   Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Cash Flow Statements    Cash and cash equivalents, beginning of
period
843,178
1,232,594
-Cash and cash equivalents, end of period
$ 631,680
$ 843,178
$ 631,680   Cash paid for Taxes $ - $ - $ -  Cash paid for Interest $ - $ - $ -  See
Accompanying Notes to 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 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 operation is the further development and commercialization
of the rechargeable thin-film lithium battery.  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.  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 are
delivered to the customer.  That is, the arrangements of the sale are
documented, the product is delivered to the customer, the pricing becomes final,
and collectability is reasonably assured.  Revenue is recognized on the
sale and delivery of a product or the completion of services provided.  Income Taxes  The Company applies Statement of Financial
Accounting Standard (SFAS) No. 109, Accounting for 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.  The Company adopted FASB Interpretation No.
48 (FIN 48). Accounting for Uncertainty in Income Taxes at the beginning of
fiscal year 2007. This interpretation requires recognition and measurement of
uncertain tax positions using a more-likely-than-not approach, requiring the
recognition and measurement of uncertain tax positions. The adoption of FIN 48
had no material impact on the Companys financial statements.  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.  Equipment  Equipment consists of office and other
equipment used in the research and development of the thin-film lithium battery
and is being depreciated over five and seven years using the straight-line
method of depreciation.   F-1        Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes
to Consolidated 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.    F-2    Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes
to Consolidated Financial Statements   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  In accordance with SFAS No. 128, Earnings
per Share, loss per common share is based on the weighted-average number of
common shares outstanding.  Diluted  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 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.  Financial and Concentrations Risk  The Company does not have any concentration
or related financial credit risk except that the Company maintains cash in banks
over the federally insured amounts of $100,000.  The amount in excess of
federally insured amounts as of December 31, 2007 is $531,683.  Advertising and Market Development  The company expenses advertising and market
development costs as incurred. For the year ended December 31, 2007 and 2006,
the Company recognized $1,060 and $575, respectively, in advertising expenses.  Recent Accounting Pronouncements  In March 2008, the FSAB issued SFAS No.
161, Disclosures about Derivative Instruments and Hedging
Activities.  SFAS 161 is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash
flows.  SFAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged.  We do not anticipate a material impact upon
adoption.  In December  2007,  the FASB
issued SFAS No. 141  (revised  2007) (SFAS 141R),  Business
 Combinations  and SFAS No. 160 (SFAS 160),
  Noncontrolling   Interests  in  Consolidated
 Financial Statements, an amendment of Accounting Research Bulletin No.
51. SFAS 141R will change how business acquisitions are accounted for and will
impact financial statements both on the acquisition date and in subsequent
periods.  SFAS 160 will change the accounting and   reporting
  for   minority   interests,   which
  will   be recharacterized as noncontrolling interests and
classified as a component of equity. SFAS 141R and SFAS 160 are effective for
the Company beginning January 1, 2009.  Early adoption is not permitted.
 The Company is evaluating the impact these statements will have on its
financial statements.  Note 3  Accounting for Taxes  Below is a summary of deferred tax asset
calculations on net operating loss carry forward amounts.  Loss carry
forward amounts expire at various times through 2027.  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 arising from the operating loss carried forward 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.  Description
Balance
Tax
RateNet operating loss
$10,539,055
$3,583,279
34%Valuation allowance

(3,583,279)
(34%)Deferred tax asset

$ -
0%   F-3    Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes
to Consolidated Financial Statements   The valuation allowance has increased
approximately $188,322 from $3,394,957 at December 31, 2006.  The increase
is due to the benefits of current year net operating loss carry forwards.  Income tax expense differs from amounts
computed by applying the statutory Federal rate to pretax income as follows:  Year ended, December 312007
2006Federal statutory rate
35.0%
35.0%Effect of:State income taxes
0.0%
0.0%Change in valuation
allowance
-35.0%
-35.0%Effective tax rate
0.0%
0.0% The Company adopted the provisions of FIN 48 on January
1, 2007. As a result of this adoption, we have not made any adjustments to
deferred tax assets or liabilities.  We did not identify any material
uncertain tax positions of the Company on returns that have been filed or that
will be filed.  The Company has not had operations and is carrying a large
Net Operating Loss as disclosed above.  Since it is not thought that this
Net Operating Loss will ever produce a tax benefit, even if examined by taxing
authorities and disallowed entirely, there would be no effect on the financial
statements. A reconciliation of our unrecognized tax benefits for 2007 is
presented in the table below:  Balance as of January 1, 2007
$
-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, 2007
$
-   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) and the payment of a 5% royalty on all net sales with
minimum royalties to begin in 2006 as follows:  2006
2007
$20,000
$40,0002008 and thereafter
$60,000  As of December 31, 2007, the Company paid
$5,000 in royalties and accrued a liability of $15,000. Since the Company is
negotiating new terms to this agreement that will impact the amount owed for
2007 and thereafter, they have not accrued additional liability because it is
not likely the new agreement will require royalties until there are sales to
support the royalty payments.  Note 5  Purchase of all shares of Oak
Ridge Micro-Energy, Inc.   F-4    Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes
to Consolidated Financial Statements   On January 15, 2002 the Company acquired
all of the outstanding stock of Oak Ridge Micro-Energy, Inc., a Nevada
corporation (Oak Ridge Nevada) from its sole stockholder John B. Bates, PhD.
in a forward triangular merger between our newly formed wholly-owned subsidiary
and Oak Ridge Nevada. The shares of Oak Ridge Nevada were converted into and
exchanged for approximately 29% of the post-acquisition outstanding stock after
the cancellation of certain shares that were owned by Mark Meriwether, President
and sole pre-acquisition director and executive officer, and as part of the
acquisition on February 13, 2002 the Company changed its name to Oak Ridge
Micro- Energy, Inc. On February 13, 2002 the subsidiary was merged into the
parent.  Note 6  Stockholders Equity  The Companys only issued and authorized
equity shares consisting of common stock, par value $0.001.  Effective June
1, 2004, the Company effected a one to three forward split of its outstanding
common stock, while retaining the current par value of $0.001.  The
accompanying financial statements have been prepared retroactively showing the
after spilt effect with a par value of $0.001 since inception.  See Note 10 for cancellation of shares in
regards to a legal settlement.  Note 7  Related Parties  Officers-directors (and their families) and
their controlled entities have acquired 45% of the outstanding common stock.  As of December 31, 2007, the Company owed
its President and Chief Executive Officer, $47,253 for money loaned to the
Company.  This note is non-interest bearing and payable on demand.  Note 8  Lease Obligation  The Company has an operating lease for its
office space located in Oak Ridge, Tennessee. The rental expense for 2006 was
$26,400 and for 2007 $26,455. Future minimum rental payments required under the
non-cancelable operating lease follows:  For the Years Ending December 31, 2008 - $26,400 2009 - $11,000  Note 9  Patents  At December 31, 2007, the Company had
capitalized patents subject to amortization of $31,677 net of $20,507 in
accumulated amortization. All patent costs were assessed for impairment based on
their estimated future cash flows. The Company recognized a general and
administrative expense of $2,895 as a loss on impairment during the year ended
December 31, 2007 and $0 during the year ended December 31, 2006.
 Amortization expense was $3,055 and $5,370 for the years ended December
31, 2007 and 2006, respectively.  The following is a listing of the estimated
amortization expense for the next five years: Total ExpenseFor the year ended 12/31/2008
$
3.475For the year ended 12/31/2009

3,174For the year ended 12/31/2010

2,406For the year ended 12/31/2011

1,537For the year ended 12/31/2012

579   Note 10  Legal Action  On July 26, 2007, Oak Ridge Micro-Energy,
Inc., (the Company) settled its lawsuit against Timothy Rock, Andrew Goodell,
Water & Gold, Inc. and Jeffery Kohutka, (the Defendants), which was
commenced on August 27, 2004, resulting in all shares that were subject to the
preliminary injunction to be immediately returned to the Company.  The
Company and the Defendants also compromised all claims each had against the
other; and the earlier orders finding violations by the Defendants of applicable
securities laws, rules or regulations were vacated.  Of the 4,744,800
shares that were subject to litigation, 2,840,880 were transferred to attorneys
valued at approximately $.05/share to cover legal fees of $150,000, 117,857 were
transferred to consultants valued at approximately $.05/share to cover
consulting fees of $6,246 and 1,786,063 were cancelled. The Company was also
required to pay $20,000 to the defendants.   F-5    Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes
to Consolidated Financial Statements   Details of the case are as follows:  On August 27, 2004, Oak Ridge Micro-Energy,
Inc. commenced an action against Timothy Rock, Andrew Goodell, Water & Gold,
Inc. and Jeffrey Kohutka in the Third Judicial District Court, State of Utah,
County of Salt Lake, Case No. 040918223.   Oak Ridge asserted claims
against these individuals for violations of Utahs Uniform Securities Act, Utah
Code Ann. Section 61-1-1 et seq.; Fraudulent Inducement and Conspiracy to
Defraud; Misappropriation and conversion; and Breach of Contract.  Oak
Ridge also sought a Preliminary and Permanent Injunction against defendants
enjoining them from selling, transferring or otherwise encumbering any of the
shares these individuals had obtained from Oak Ridge pending the outcome of the
case.  On September 1, 2004, Oak Ridge obtained a
Temporary Restraining Order against Messrs. Rock, Goodell, Kohutka and Water
& Gold enjoining those individuals, entities and their agents from
attempting to sell, assign or encumber or selling, assigning or encumbering any
Oak Ridge stock owned by them or their agents.  On November 5, 2004, the defendants filed
an Answer and Counterclaim against Oak Ridge and its President, Mark Meriwether
alleging violation of the Utah Uniform Securities Act, Utah Code Ann. Section
61-1-1 et seq. against Meriwether and Oak Ridge, and Breach of Contract against
Oak Ridge.  On December 21 and December 22, 2004, the
Court held a Preliminary Injunction Hearing on Oak Ridges request to enjoin the
defendants from transferring, selling or otherwise encumbering their shares
pending the outcome of the case. After the two-day hearing in which evidence was
presented by both sides, the Court issued Findings of Fact and Conclusions of
Law.  In its Findings, the Court determined that an injunction was
appropriate.  The Court specifically found that Oak Ridge had established a
substantial likelihood of prevailing on the merits of its claims that defendants
Rock, Goodell, Water & Gold and Kohutka violated Utahs Uniform Securities
Act, Utah Code Ann. Section 61-1-1; that if the injunction was not issued, Oak
Ridge would be irreparably harmed; that the harm to Oak Ridge in the event an
injunction was not issued would not outweigh any harm to Rock, Goodell, Kohutka
and Water & Gold; and that the public interest would not be affected by the
granting of the Preliminary Injunction.  The Court also ordered Oak Ridge
to post a $100,000 bond.  Evidence presented at the hearing detailed 4,744,800
shares that were the subject of the Preliminary Injunction.  In furtherance
of the Courts Preliminary Injunction and at a hearing held on Oak Ridges
Motion on May 10, 2005, the Court verbally ordered defendants Rock, Goodell,
Kohutka and Water & Gold to forthwith deliver or cause to be delivered all
shares of Oak Ridge common stock that were the subject of the Preliminary
Injunction, whether held by the defendants or deposited in their respective
brokerage accounts or other repositories, to the Clerk of the Court, to be held
by such Clerk until final adjudication of Oak Ridges legal action.  The
case has been settled and all shares that were subject to the preliminary
injunction were returned to the Company and the earlier orders finding
violations by the defendants were vacated.  Note 11  Subsequent Event  On March 10, 2008, the Company entered into and completed
an Equipment Purchase Agreement to sell its non-proprietary research and
development equipment and sub-lease its Oak Ridge, Tennessee, facility, to
Planar Energy Devices, Inc. This agreement allows the Company to have continued
access to the equipment as may be needed for prototyping and testing by
potential licensees and partners for up to a minimum of 18 months, at a price of
$1,000 per month for the first six months and at a price to be agreed upon
during the next 12 months.  The total purchase price of the equipment was
$600,000, which was paid on closing.  F-6        Item 8. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure    There were no changes in our accounts or disagreements
with our accountants regarding accounting and financial disclosure.   Item 8(A)T. 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, 2007.  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, 2007, our internal control over financial
reporting was 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 temporary
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 8(B). Other
Information.  On March 10, 2008, we entered into and completed an
Equipment Purchase Agreement to sell our non-proprietary research and
development equipment (the Equipment) and sub-lease our Oak Ridge, TN,
facility, to Planar Energy Devices, Inc., a Delaware corporation (Planar).
 This agreement allows us to have continued access to the equipment as may
be needed for prototyping and testing by potential licensees and partners for up
to a minimum of 18 months, at a price of $1,000 per month for the first six
months and at a price to be agreed upon during the next 12 months.  The
total purchase price of the Equipment was $600,000, which was paid on closing.
 See our 8-K Current Report dated March 10, 2008, which was filed with the
Securities and Exchange Commission on March 14, 2008.  See Part III, Item
13.    PART III   Item 9. Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.  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, 2007, 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.   14       Name
Positions Held
Date of Election or
Designation
Date of Termination or
ResignationJohn B. Bates, Ph.D.
President
Director
CEO
CTO
01/15/02
01/15/02
01/15/02
03/31/02
01/31/02
*
03/31/02
*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
*
*
*
* * These persons presently serve
in the capacities indicated opposite their respective names. Term of Office The term of office of our
current directors shall continue until the annual meeting of our stockholders,
which is scheduled in accordance with the direction of our Board of Directors.
The annual meeting of our Board of Directors immediately follows the annual
meeting of our stockholders, at which officers for the coming year are
elected. Business Experience  Dr. John B. Bates, Ph.D.  Dr. Bates is 65 years of
age and was employed by Oak Ridge National Laboratory or ORNL for nearly 30
years.  He recently left ORNL to work on needed further development of
thin-film batteries with the goal of bringing commercializing the technology.
 Dr. Bates is named as the inventor or co-inventor on 21 patents, authored
or co-authored 60 articles and wrote three book chapters in the field of
rechargeable thin-film lithium batteries.  Awards and honors include: the
1996 Lockheed-Martin Energy Systems Inventor of the Year; the 1996 R&D 100
Award (Thin-Film Battery); the 1998 Lockheed-Martin Energy Research Corp.
Technical Achievement Award; and the 2000 Electrochemical Society Battery
Research Award.  Through his scientific achievements, Dr. Bates is
internationally recognized as the foremost authority in thin-film battery
technology.  Mark Meriwether. Mr. Meriwether is 50 years of age, and
for the past 19 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.  Family Relationships  There are no family relationships between
our officers and directors.  Involvement in Certain Legal Proceedings  To the knowledge of management, no present or former
director, person nominated to become a director, executive officer, promoter or
control person of our Company:  (1) Was a general partner or executive officer of any
business by or against which any bankruptcy petition was filed, whether at the
time of such filing or two years prior thereto;  (2) Was convicted in a criminal proceeding or named the
subject of a pending criminal proceeding (excluding traffic violations and other
minor offenses);  (3) 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 from or otherwise
limiting, the following activities:  (i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the foregoing, or as
an investment adviser, underwriter, broker or dealer in securities, or as an  15      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;  (ii) Engaging in any type of business practice; or  ii) 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 laws or federal commodities laws;  (4) Was the subject of any order, judgment or decree, not
subsequently reversed, 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 above under this Item, or to be
associated with persons engaged in any such activity;  (5) Was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have violated any
federal or state securities law, and the judgment in such civil action or
finding by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated; or  (6) 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.  Compliance with Section 16(a) of the Exchange
Act  On May 24, 2004, John B. Bates, a director, filed with
the Securities and Exchange Commission a Form 4, Statement of Changes in
Beneficial Ownership, disclosing his acquisition of 1,500,000 shares of our
common stock on May 20, 2004.  On May 25, 2004, Mark Meriwether, our President, filed
with the Securities and Exchange Commission a Form 4, Statement of Changes in
Beneficial Ownership, disclosing his acquisition of 1,500,000 shares of our
common stock on May 20, 2004.  On September 17, 2004, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his gift of 600,000 shares of our common stock and the
sale of 210,000 shares of our common stock on September 15, 2004.  On October 22, 2004, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his sale of 313,000 shares of our common stock on October
7, 2004.  On January 4, 2005, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his sale of 400,000 shares of our common stock on December
30, 2004.  On March 17, 2005, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his gift of 90,000 shares of our common stock on March 2,
2005.  On April 7, 2005, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his sale of 250,000 shares of our common stock on April 1,
2005.  On April 26, 2005, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his sale of 330,000 shares of our common stock on April
22, 2005.  On September 15, 2005, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his gift of 200,000 shares of our common stock on
September 6, 2005.  On January 18, 2006, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his gift of 600,000 shares of our common stock on January
18, 2006.  On March 28, 2006, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his acquisition of 4,400,000 shares of our common stock on
March 24, 2006.  On April 4, 2006, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his sale of 3,600,000 shares of our common stock on March
31, 2006.  On April 12, 2006, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his sale of 400,000 shares of our common stock on April 7,
2006.  16       On September 14, 2006, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his gift of 276,500 shares of our common stock on
September 7, 2006.  On September 14, 2006, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his sale of 150,000 shares of our common stock on
September 8, 2006.  On October 12, 2006, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his gift of 180,000 shares of our common stock on October
6, 2006.  On October 12, 2006, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his gift of 100,000 shares of our common stock on October
11, 2006.  On August 8, 2007, Mark Meriwether filed with the
Securities and Exchange Commission a Form 4, Statement of Changes in Beneficial
Ownership, disclosing his gift of 190,000 shares of our common stock on August
3, 2007.  To the best knowledge of our management, all required
reports of directors, executive officers and 10% stockholders required to be
filed under Section 16(a) of the Exchange Act have been timely filed and no
other report are presently 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 III, Item 13.  Nominating Committee  We have not established a Nominating Committee because we
believe that our two member Board of Directors is able to effectively manage the
issues normally considered by a Nominating  Committee.  Audit Committee  We do not have an Audit Committee; however, we do not
believe that the failure to have an Audit Committee is material, based upon our
current operations.    Item 10. Executive Compensation.  The following table sets forth the aggregate executive
compensation paid by our Company 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)John B. Bates, CTO and Director
12/31/07
12/31/06
12/31/05
$ 72,000
$ 60,814
$120,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
$ 72,000
$ 60,814
$120,000Mark L. Meriwether President Sec/Treas. &
Director
12/31/07
12/31/06
12/31/05
0
0
0
0
0
0
(1)
0
0
0
0
0
0
0
0
0
$   2,709
$   5,000
$   3,000
$ 2,709
$ 5,000
$ 3,000  (1) On March 24, 2006, pursuant to resolutions adopted by
the Board of Directors and an S-8 Registration Statement that was filed on that
date with the Securities and Exchange Commission, we issued 5,300,000 shares of
our $0.001 par value common stock to three individuals pursuant to written
compensation agreements at a price of $0.23 per share for gross aggregate
compensation of $1,219,000. Mark Meriwether, our President, Secretary and a
director, received 4,400,000 of these shares as a bonus under his Amended and
Restated Employment Agreement with us. See Part III, Item 13.   17      Outstanding Equity Awards  OUTSTANDING EQUITY
AWARDS AT FISCAL YEAR-END ________________________________________________________________________ Option
Awards
                     Stock
Awards ________________________________________________________________________ Name
Number of Securities Underlying Unexercised Options
(#) Exercisable
Number of Securities underlying Unexercised Options
(#) Unexercisable
Equity Incentive Plan Awards Number of Securities
Underlying Unexercised Unearned Options (#)
Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not
Vested (#)
Market Value of Shares or Units of Stock That Have
Not Vested
($)
Equity Incentive Plan Awards: Number of Unearned
Shares, Vested Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout
Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)John B. Bates
None
None
None
None
None
None
None
None
NoneMark 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)John B. Bates
None
None
None
None
None
None
0Mark L. Meriwether
None
(1)
None
None
None
$2,709
$2,709  (1) On March 24, 2006, pursuant to resolutions adopted by
the Board of Directors and an S-8 Registration Statement that was filed on that
date with the Securities and Exchange Commission, we issued 5,300,000 shares of
its $0.001 par value common stock to three individuals pursuant to written
compensation agreements at a price of $0.23 per share for gross aggregate
compensation of $1,219,000. Mark Meriwether, our President, Secretary and a
director, received 4,400,000 of these shares as a bonus under his Amended and
Restated Employment Agreement with us. See Part III, Item 13.    Item 11. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.  Security Ownership of Certain Beneficial
Owners  The following table sets forth the share holdings of
those persons who own more than 5% of our Companys common stock as of March 28,
2008:  Ownership of Principal
Shareholders Title Of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of Class(1)Common Stock
John B. Bates, Ph.D.
18,059,706
24.9%Common Stock
Mark L. Meriwether
14,569,408(2)
20.1%  18         (1) Percentages are based on 72,591,644 shares of common
stock outstanding at March 28, 2008.  (2) Mr. Meriwether owns 12,260,908 shares in his own
name; 60,000 shares that are in the name of Collette Meriwether; 264,000 shares
in the name of C. Dobney, maiden name of Collette Meriwether; and 784,500 shares
in the name of BC Ventures, a company that Mr. Meriwether owns.  For the purposes of this table, the
1,200,000 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
Companys directors and executive officers as of March 28, 2008:  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
John B. Bates, Ph.D.
18,059,706
24.9%Common Stock
Mark L. Meriwether
14,569,408(2)
20.1%  (1) Percentages are based on 72,591,644 shares of common
stock outstanding at March 28, 2008.  (2) Mr. Meriwether owns 12,260,908 shares in his own
name; 60,000 shares that are in the name of Collette Meriwether; 264,000 shares
in the name of C. Dobney, maiden name of Collette Meriwether; and 784,500 shares
in the name of BC Ventures, a company that Mr. Meriwether owns.  For the
purposes of this table, the 1,200,000 shares owned by Confetti Enterprises is
also shown as being beneficially owned by Mr. Meriwether, though his wife claims
full ownership of them.  Changes in Control  We have no agreements or arrangements that would result
in a change of 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
N/A
N/AEquity compensation plans not approved by security
holders
None
N/A
N/ATotal
None
N/A
N/A     19      Item 12. Certain Relationships and Related
Transactions.  Transactions with Related Persons  As of December 31, 2007, the Company owed
its President and Chief Executive Officer, $47,253 for money loaned to the
Company.  This note is non-interest bearing and payable on demand.  Except as indicated above under Part II, Items 5, 10 and
11, there were no material transactions, or series of similar transactions,
during our last two calendar 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 $120,000 and in which any
director, executive officer, 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, or any promoter
had a material interest.  Parents of the Issuer  None.  Transactions with Promoters and control
persons  There were no material transactions, or
series of similar transactions, during our Companys last five 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 $120,000 and in which any promoter or founder of ours or any
member of the immediate family of any of the foregoing persons, had an interest.    Item 13. Exhibits and Reports on Form
8-K.  Exhibit Number
Description21

23
Subsidiaries

Consent of Mantyla McReynolds, LLC31
302 Certification of Mark Meriwether32
906 Certification  Where Incorporated In This Annual
ReportS-8 Registration Statement filed March 24,
2006**
Exhibit 99.1 Amended and  Restated
Employment Agreement of Mark Meriwether**
Part III, Item 8S-8 Registration Statement file December 3,
2003**
Exhibit 99.21: Amended and Restated
Employment Agreement of John Bates**
Part I, Item 18-K Current Report dated May 23, 2003, filed June
9, 2003**
Part II, Item 10Form 8-A Registration Statement filed August 10,
2002**
Exhibit 3: Amended and Restated
Articles of Incorporation**
Part I, Item 110-KSB Annual Report for the year ended December
31, 2003**
Part II, Item 98-K Current Report dated January 15, 2002, filed
January 24, 2002**
Part II, Item 118-K Current Report dated January 6, 2001, filed
February 14, 2001**

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

8-K Current Report dated December 22, 2004**

8-K/A Current Report dated December 22,
2004**
Part II, Item 11

Part I, Item 1 and Part II, Item 6

Part I, Item 1

Part I, Item 1 * Summaries of all Exhibits are modified in their
entirety by reference to the actual Exhibit.  20       ** These documents and related Exhibits have previously
been filed with the Securities and Exchange Commission and are incorporated
herein by this reference.    Item 14. Principal Accountant Fees and
Services.   Services and Fees  The following is a summary of the fees billed to us by
our principal accountants during the calendar years ended December 31, 2007, and
2006:  Fee Category





2007





2006Audit
Fees



$


10,553



$


9,823Audit-related
Fees



$


0



$


0Tax
Fees



$


0



$


0All Other
Fees



$


0



$


0Total
Fees



$


10,553



$


9,823  Audit fees. Consists of fees for professional services
rendered by our principal accountants for the audit of our annual financial
statements and the review of financial statements included in our Forms 10-QSB
Quarterly Reports 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. All services rendered by our
principal accountant are performed pursuant to a written engagement letter
between us and the principal accountant.    SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange
Act, the Registrant caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized. OAK RIDGE MICRO-ENERGY, INC.  Date:
April 15, 2008

By:
/s/Mark L. MeriwetherMark L. Meriwether, President and
DirectorDate:
April 15, 2008

By:
/s/John B. BatesJohn B. Bates, CTO and
Director   In accordance with the Securities Exchange
Act, this Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated: OAK RIDGE MICRO-ENERGY, INC.      Date:
April 15, 2008

By:
/s/Mark L. MeriwetherMark L. Meriwether, President and
DirectorDate:
April 15, 2008

By:
/s/John B. BatesJohn B. Bates, CTO and Director   21