U. S. Securities and Exchange Commission
                        Washington, D. C.  20549

                               FORM 10-KSB/A-2

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

     For the calendar year ended December 31, 2004
                                 -----------------

[ ]  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 I.D. 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 Registrant (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 Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

     (1)   Yes X     No            (2)   Yes X     No

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.  [  ]

     State Registrant's revenues for its most recent calendar year.  December
31, 2004: $1,260.

     State the aggregate market value of the common voting stock of the
Registrant 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.

     April 15, 2005; $14,835,029.90.  There are approximately 32,205,065
shares of our common voting stock of held by non-affiliates; the presented
value is based upon the average bid prices of $.046 of our common stock on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc.
(the "NASD"), the only nationally recognized medium on which our common stock
publicly trades.

                  (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                          DURING THE PAST FIVE YEARS)

     None; not applicable.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of outstanding shares of each of the Registrant's
classes of common equity, as of the latest practicable date.

     April 12, 2005: Common stock - 62,695,707 shares.

                     DOCUMENTS INCORPORATED BY REFERENCE
                     -----------------------------------

     See Part III, Item 13.

     Transitional Small Business Issuer Format   Yes X   No

     As used herein, the words and phrases "Oak Ridge Micro-Energy," the
"Registrant," the "Company" or "Oak Ridge," and "we," "our," "us" and similar
words of import, shall be considered synonymous references to Oak Ridge
Micro-Energy, Inc.

     We are amending our Annual Report on Form 10KSB for December 31, 2004,
for a second time to include ourAuditor's Consent as an Expert respecting
their Audit Report.

Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

Reports on Form 8-K.**
----------------------

          8-K Current Report, as amended, dated February 19, 2004, and filed
with the Securities and Exchange Commission on February 24, 2004.**

          8-K Current Report, as amended, dated April 30, 2005, and filed with
the Securities and Exchange Commission on May 7, 2005.**

          8-K Current Report, as amended, dated May 10, 2005, and filed with
the Securities and Exchange Commission on May 25, 2005.**

          8-K Current Report, dated December 22, 2004, and filed with the
Securities and Exchange Commission on January 6, 2005.**

          8-K Current Report, dated March 22, 2005, and filed with the
Securities and Exchange Commission on March 22, 2005.**

Exhibits*
Number
------
          (i)

23        Consent of Madsen & Associates CPA's, Inc.

31        302 Certification of Mark Meriwether**

32        906 Certification**

          (ii)                                 Where Incorporated
                                              In This Annual Report
                                              ---------------------
S-8 Registration Statement filed December        Part I, Item 1
3, 2003**

8-K Current Report dated May 23, 2003, filed     Part II, Item 10
June 9, 2003**

Form 8-A Registration Statement filed            Part I, Item 1
August 10, 2002**

10-KSB Annual Report for the year ended
December 31, 2003**                              Part II, Item 9

10-KSB Annual Report for the year ended          Part I, Item 1
December 31, 2002**

8-K Current Report dated January 15, 2002,       Part II, Item 11
filed January 24, 2002**

10-KSB Annual Report for the year ended          Part I, Item 1
December 31, 2001**

8-K Current Report dated January 6, 2001,        Part II, Item 11
filed February 14, 2001.

10-KSB Annual Report for the year ended
December 31, 2000**                              Part I, Item 1

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

          **  These documents and related Exhibits have previously been filed
with the Securities and Exchange Commission and are incorporated herein by
this reference.

                            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: 10/25/05                     By /s/ Mark Meriwether
                                   Mark Meriwether, President and Director


     In accordance with the Exchange Act, this Annual Report has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

                              OAK RIDGE MICRO-ENERGY, INC.


Date: 10/25/05                     By /s/ Mark Meriwether
                                   Mark Meriwether, President/CEO and Director



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