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

                               FORM 10-KSB/A-1

[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, to
change the date of the Report of Independent Registered Public Accounting
Firm.
                                 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 0.015" (0.38 mm) thick.

Thin-film rechargeable lithium and lithium-ion batteries in which the
component layers are less than 10 micrometers (0.0004 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 cycled thousands of times with negligible loss of capacity;

*can be operated at high and low temperatures (tests have been conducted
between -20 degrees C and 125 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 300 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 are developing prototype batteries using our current laboratory-scale
hardware. We recently raised additional capital to acquire equipment to
manufacture thin-film batteries for pilot production requirements.  Prototype
batteries will be delivered to a variety of potential clients who desire
samples to evaluate for integration into their products.  We likely will
develop a relationship with a third party manufacturing partner when
quantities dictate to preserve capital.  Batteries will be shipped directly to
our customers, without the need for a distributor, in the short term.

We currently have four full-time employees and two part-time employees.

Business Development Activities.
--------------------------------

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 is geared towards expansion, mass prototyping, and entry into highly
specialized markets.  Specialized markets for our thin-film battery include
wireless semiconductor processing diagnostic wafers and miniature implantable
medical devices.  However, such markets are only the beginning, and we are
confident we will be able to announce new contracts and new battery designs in
the future.  As demand for our product grows, we will advance to Phase III of
our long range plan to find manufacturing partners and begin mass production
of our thin-film batteries.

During 2004, we introduced Mr. Yuri Trachuk to our Company as Vice President
of Manufacturing.  Mr. Trachuk has brought a wealth of experience to our
Company, having held senior engineering positions at several companies,
including Applied Materials, Komag and Advanced Energy.  He has international
business experience in Russia, Israel and Malaysia.  Mr. Trachuk holds a
Masters of Science degree in vacuum electronics from the Politechnical
Institute Lvov in the former Soviet Union.

During 2004, our Company was awarded a patent, "Thin Film Battery and
Electrolyte Therefor," US 6,818,356 B1, with 22 claims.  The claims relate 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.
Our Company will continue to improve on the thin-film battery.  With a full-
fledged research facility in Oak Ridge, we expect to be an innovative leader
in the micro-energy market.

On June 1, 2004, our Board of Directors authorized a 3 for 1 forward split of
our common stock.  See our 8-K Current Report dated May 10, 2004, and filed
with the Securities and Exchange Commission on May 25, 2004, which is
incorporated herein by reference.  See Part III, Item 13.  All computations
herein take into account this forward split.

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 is a Phase I Small
Business Innovative Research ("SBIR") grant, with a Phase II potential of
$750,000 that was awarded to another applicant.

For additional information on other material business developments concerning
our Company that occurred during the years ended December 31, 2003, 2002,
2001, and 2000, see our 10-KSB Annual Reports for the years then ended, which
have been previously filed with the Securities and Exchange Commission and
which are incorporated herein by reference, in Part III, Item 13.

Markets for Thin-Film Batteries.
--------------------------------

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 compared to conventional battery technologies.  They can
be made in virtually any shape and size to meet the requirements of each
application.  The batteries can be cycled thousands of times with negligible
loss of capacity.  This means that the size of the batteries 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.  The sale of diagnostic wafers is estimated at $100 million per year,
and thin film batteries will provide the power source for a significant
portion of this market.

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 requires 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 can be cycled tens of thousands of times with negligible
loss of capacity, 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 also can be deposited directly onto memory chips or chip packages,
reducing the volume they occupy even further.

Because of their all solid state 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.

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.  Our Company is actively
engaged in the commercialization and continued optimization of thin- film
battery technology.  Accordingly, our goal is to generate returns to our
investors by manufacturing thin-film batteries, commercial prototyping 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.

While our Company is pursuing additional investment, we are also actively
engaged in the pursuit of new federal support for our advanced materials
development efforts.  We were awarded a Small Business Innovative Research
grant by the Department of Defense in January of 2003.  Additional programs of
this nature will be proposed now and for several years to agencies such as the
National Science Foundation, the National Institutes of Health and other
federal agencies as we gain capacity.

We also intend to create revenue through the sale of prototypes.  We have
begun manufacturing thin-film batteries and will have samples available for
collaborators in the near future.  Several of these programs are anticipated
with the additional resources called for in our plan of operations.  In
addition, sales of consulting services and private development contracts
complete the range of expected revenues.

Success in our Company's 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 2005.  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.

Research and Development expenditures for 2004 and 2003 were $263,627 and
$133,830 respectively.

Use of proceeds.
----------------

We have raised in certain private placements in late 2003 and early 2004 of
our units consisting of common stock and warrants gross proceeds of
approximately $3,142,695 (net proceeds were approximately $2,900,000).  A
general illustration of the use of these proceeds is as follows.

Estimated cash requirements for the next 24 months:


          Personnel                          $       400,000
          Equipment                          $       800,000
          Intellectual property and license  $       200,000
          Working Capital                    $     1,500,000
                                             ---------------
          Total                              $     2,900,000
                                             ===============

The Competition.
----------------

Presently, there are five 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); and Excellatron (Atlanta, GA).  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 on solely developing batteries, while others
are diversified.

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:

*our chief executive officer and chief financial officer must now certify the
accuracy of all of our periodic reports that contain financial statements;

*our periodic reports must disclose our conclusions about the effectiveness
of our disclosure controls and procedures; and

*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 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:

*with a price of less than five dollars per share;

*that are not traded on a "recognized" national exchange;

*whose prices are not quoted on the NASDAQ automated quotation system; or

*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:

* get information about the investor's financial situation, investment
experience and investment goals;

* 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;

* provide the investor with a written statement setting forth the basis on
which the broker/dealer made his or her determination; and

* 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.

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.

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; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25,000,000 or more. We are
deemed to be a "small business issuer."

The Securities and Exchange Commission, state securities commissions and the
North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.

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, Tennessee. The rental cost is $2,200 per month.  This
facility is adequate for us to develop prototypes in small quantities for
research and for supplying potential customers for their evaluation.  If we
contract with a third party manufacturer for large quantities of the thin-film
battery, then this laboratory facility may remain adequate for years.  In the
future, we may elect to uses our current facility as a research center and
move all production to a new facility.

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.

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 August 27, 2004, we 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.  We 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.  We 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 us pending the outcome
of the case.  On September 1, 2004, we 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 us and our 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 us. On
December 21 and December 22, 2004, the Court held a Preliminary Injunction
Hearing on our 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 we had established a substantial likelihood of prevailing on the merits
of our claims that Messrs. Rock, Kohutka, Goodell and Water & Gold violated
Utah's Uniform Securities Act, Utah Code Ann. Section 61-1-1 et seq.; that if
the injunction was not issued, we would be irreparably harmed; that harm to us
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 us to post a $100,000 bond.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to our shareholders during the year ended December 31,
2004.

                              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 the
NASD 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, 2004 and 2003, 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.
-----------------
                                                  BID

Quarter ended:                          High                Low
--------------                          ----                ---
January 2, 2003 through
January 3, 2003                          .14                .11

January 6, 2003 through
March 31, 2003*                         1.85               1.01

June 30, 2003*                          1.60                .80

September 30, 2003*                     1.05                .49

December 31, 2003*                      3.00                .95

March 31, 2004                          3.70               2.00

April 1, 2004 through
May 28, 2004**                          3.05               2.10

June 1, 2004 through
June 30, 2004**                         1.45                .70

September 30, 2004**                     .75                .40

December 31, 2004**                      .40                .31

*After 1 for 10 reverse split
**After a 3 for 1 forward split

Holders.
--------

     The number of record holders of our common stock as of April 12, 2005,
was approximately 578; 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, and do not intend to
pay dividends in the foreseeable future.

Recent Sales of Restricted Securities, Use of Proceeds of Registered
Securities.
-----------

   The following "restricted securities" have been sold by us during the
past three years:

Common Stock Issued for       Number of Shares            Year
-----------------------       ----------------            ----

Oak Ridge Nevada                   6,914,703              2002
Reorganization

Private Placement to               1,912,518              2002
"Accredited Investors"
for $1,463,000

$62,000 in Services                  375,000              2002
Pursuant to United Capital
Consulting Agreement

Issuance of common stock for          88,500              2003
services at $.42 per share

Issuance of common stock for       8,640,000              2003
services at $.09 per share

Sale of common stock at $.42         195,060              2003
per share

Issuance of common stock for         975,000              2003
services at $.40 per share

Issuance of common stock for       6,975,000              2004
services at $0.11 per share

Sale of common stock at $.42 per   9,012,390              2004
share

Common stock issued for services   9,490,071              2004
at $.13 per share

Common stock issued for               41,208              2004
services at $0.15 per share

Common stock issued for UT-Battelle   47,619              2004
license at $0.42 per share

Common stock issued for
services at $0.11                     64,614              2004

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 our Company; 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
of 1933, as amended (the "Securities Act"), pursuant to Sections 4(2) and 4(6)
thereof, and Rule 506 of Regulation D of the Securities and  Exchange
Commission and from various similar state exemptions, and with  respect to the
foreign investors, pursuant to Regulation S of the  Securities and Exchange
Commission.

Use of Proceeds of Registered Securities.
-----------------------------------------

     There were no proceeds received during the calendar year ended December
31, 2004, for the sale of registered securities.

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, 2004.

Securities Authorized for Issuance under Equity Compensation Plans.
-------------------------------------------------------------------

     We have no equity compensation plans.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------

Plan of Operation.
------------------

Our Company has designed a plan to introduce the thin-film battery to the
market in three phases.  Phase I, which was completed during 2004, was small
prototyping, installation and testing of equipment necessary to produce the
thin-film battery, and further testing on the thin-film battery to assure all
quality guidelines are met.  During Phase I, we developed strict quality
assurance procedures and testing guidelines to be used during the thin-film
battery production.  We are confident our thin-film battery will be one of
high quality.

We have recently entered Phase II of our business and strategic plan.   Phase
II is geared towards expansion, mass prototyping and entry into highly
specialized markets.  Specialized markets for our thin-film battery include
miniature implantable medical devices and wireless semiconductor processing
diagnostic wafers.  However, such markets are only the beginning, and we are
confident we will be able to announce new contracts and new battery designs in
the future.  Furthermore, we will continue to improve the thin-film battery,
as well as our manufacturing process and quality assurance procedures.  As
demand for our product grows, we will advance to Phase III of our long range
plan to find manufacturing partners and begin mass production of our thin-film
batteries.

Today, our thin-film battery is in production at our facility in Oak Ridge,
Tennessee.  Initially, we have been targeting highly specialized, high-margin
applications.  As we reduce the manufacturing costs per battery and expand our
manufacturing capacity, both internally and through partnerships, we will be
positioned to move into larger markets, such as RFID tags and smart cards.

During the past several months, we have focused our efforts on the development
of thin-film rechargeable batteries for powering wireless semiconductor
processing diagnostic wafers.  The batteries are uniquely suited for this
application because of their ultra-thin profile, low thermal mass, and ability
to operate in harsh environments.

Our thin-film battery is now available for commercial sale, and our Company
can deliver prototypes, upon request, in a wide range of sizes and functions.
The demand for our thin-film battery has been tremendous.  On the basis of
initial estimates, we anticipate that we will achieve profitability by the 4th
quarter of this year.

We continue to diversify the thin-film battery and have the capability to
produce sizes ranging from much smaller than a dime to nearly 50 times larger
than our smallest and with 100 times the capacity.  As our research and
production facility is expanded and as our staff grows, we will continue to
diverse the thin film battery for use in countless products.

We have purchased all of the major equipment required for operating a thin-
film battery "mini-foundry", and we have completed about 90% of the
installation and testing of the equipment.  Based on our experience with the
mini-foundry, future expansion to increase production capacity can be
accomplished with minimal time and cost.

During 2004, we introduced Mr. Yuri Trachuk to our Company as Vice President
of Manufacturing.  Mr. Trachuk has brought a wealth of experience to our
company, having held senior engineering positions at several companies,
including Applied Materials, Komag, and Advanced Energy.  He has international
business experience in Russia, Israel, and Malaysia.  Mr. Trachuk holds a
Masters of Science degree in vacuum electronics from the Politechnical
Institute Lvov in the former Soviet Union.

During 2004, we were awarded a patent, "Thin Film Battery and Electrolyte
Therefor," US 6,818,356 B1, with 22 claims. The claims relate 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.  Our
company will continue to improve on the thin-film battery.  With a full-
fledged research facility in Oak Ridge, we expect to be an innovative leader
in the micro-energy market.

During 2004, we also completed 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.

With our recent funding completed, we believe we have adequate funds for the
next 12 to 24 months of operations.  We will continue our development of thin-
film battery technology and expanding our patented intellectual property.

Results of Operations.
----------------------

Calendar year ended December 31, 2004, compared to calender year
ended December 31, 2003.
------------------------

During the calendar year ended December 31, 2004, we received total revenues
of $1,260, as compared to $111,636 for the year ended December 31, 2003.
The increase in fiscal 2003 was the result of a $100,000 contract with the
Department of Defense.  We also recorded license fees of $20,000 during fiscal
2003 (to acquire the ORNL License Agreement rights); while expensing $20,000
by the issuance of 47,619 of our shares of common stock at a market value of
approximately $.42 per share to UT-Battelle in connection with the License
Agreement in fiscal 2004.  Our research and development expenses increased in
2004, with $263,627 being expended as compared to $133,830 in fiscal 2003.
The increase was the result of available funds from our private equity
financing in 2004 that could be utilized for these purposes.  General and
administrative expenses were $2,783,818 in fiscal 2004, as compared to
$1,552,703 during fiscal 2003.  Our net loss, before interest income of
$17,601, was ($3,234,447) in fiscal 2004, compared to our net loss, before
interest income of $2,799, of ($1,669,089) for fiscal 2003.  Our total net
loss for the year ended December 31, 2004, was ($3,216,846) as compared to
($1,666,290) for fiscal 2003.

Liquidity and Capital Resources.
--------------------------------

Our cash resources for fiscal 2004 were provided primarily by our sales of our
equity securities, amounting to $2,736,769, as compared to revenues of
$111,636 in fiscal 2003 and proceeds from the sale of our equity securities
during fiscal 2003 of $279,082.  Our cash resources at December 31, 2004, were
$1,866,034, compared to $327,678 at December 31, 2003.

PRELIMINARY NOTES REGARDING 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.
------------------------------

MADSEN & ASSOCIATES, CPA's INC.                          684 East Vine St, # 3
Certified Public Accountants and Business Consultants       Murray, Utah 84107
                                                        Telephone 801-268-2632
                                                              Fax 801-262-3978







Board of Directors
Oak Ridge Micro-Energy, Inc.
Salt Lake City, Utah

         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance  sheet of Oak Ridge Micro-Energy,
Inc.   ( development stage company) at  December 31, 2004 and the related
statement of operations, stockholders' equity, and cash flows for the years
ended December 31, 2004 and 2003 and the period January 1, 1996 (date of
inception of development stage)  to December 31, 2004.  These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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 the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and  significant estimates made by management as well as
evaluating the overall balance sheet 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. at  December 31, 2004,  and the results of  operations, and  cash flows
for the years ended December 31, 2004 and 2003 and the  period January 1, 1996
(date of inception of development stage) to December 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.



April 13,  2005                             s/Madsen & Associates, CPA's Inc.
Salt Lake City, Utah


<PAGE>



                  OAK  RIDGE  MICRO-ENERGY, INC.
                  (Development Stage Company)
                           BALANCE SHEET
                        December 31, 2004

=============================================================================



ASSETS
CURRENT ASSETS

     Cash                                       $ 1,866,034
                                                -----------
        Total Current Assets                      1,866,034
                                                -----------
EQUIPMENT - net of accumulated depreciation         900,343
                                                -----------

PATENT PENDING - net of amortization                 12,303
                                                -----------
DEPOSIT                                               2,200
                                                -----------
                                                $ 2,780,880
                                                ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

          Accounts payable                       $  193,071
                                                 ----------
     Total Current Liabilities                      193,071
                                                 ----------
STOCKHOLDERS' EQUITY

     Common stock
        100,000,000 shares authorized at $.001
        par value; 62,680,707 issued and
        outstanding                                  62,681
     Capital in excess of par value              13,991,547
     Accumulated deficit - note 1               (11,466,419)
                                                -----------
        Total Stockholders' Equity                2,587,809
                                                -----------
                                                $ 2,780,880
                                                ===========

 The accompanying notes are an integral part of these financial statements.

<PAGE>



                         OAK  RIDGE  MICRO-ENERGY, INC.
                          (Development Stage Company)
                           STATEMENTS OF OPERATIONS
         For the Years Ended December 31, 2004 and 2003 and the Period
 January 1, 1996 (date of inception of development stage) to December 31, 2004


=============================================================================

                                                                      Period
                                       Dec 31,        Dec 31,     Jan 1, 1996
                                        2004           2003    to Dec 31, 2004

REVENUES                             $     1,260   $ 111,636     $  117,466


EXPENSES

     License fees                         60,000      20,000         90,000
     Research and development            263,627     133,830        618,828
     Administrative                    2,783,818   1,552,703      5,020,608
     Depreciation & amortization         128,262      74,192        230,175
                                      ----------  ----------     ----------
                                       3,235,707   1,780,725      5,959,611
                                      ----------  ----------     ----------

NET LOSS - before other income and
expense                               (3,234,447) (1,669,089)    (5,842,145)

OTHER INCOME AND EXPENSE

     Interest income                      17,601       2,799         29,165
     Interest expense                          -           -       (340,159)
     Loss of assets                            -           -     (4,608,767)
     Gain on Settlement of debt                -           -      1,615,082
                                      ----------  ----------    -----------
NET  LOSS                            $(3,216,846)$(1,666,290)  $ (9,146,824)
                                      ==========  ==========    ===========


NET LOSS PER COMMON SHARE

        Basic and diluted            $      (.06)$      (.05)

AVERAGE OUTSTANDING SHARES

        Basic (stated in 1000's)          49,434      31,069




The accompanying notes are an integral part of these financial statements.
<PAGE>
                  OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
           STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
For the Period January 1, 1996 (date of inception of development stage) to
                       December 31, 2004

=============================================================================

                                                       Capital in
                                      Common Stock      Excess of  Accumulated
                                   Shares     Amount    Par Value    Deficit

Balance January 1,  1996         1,215,252  $ 1,215  $ 5,421,856  $(2,319,595)
Issuance of common stock for
services at $.70 - 1996             89,694       90       20,843            -
Net operating loss for the year
ended December 31, 1996                  -        -            -   (4,748,837)
Net operating loss for the year
ended December 31, 1997                  -        -            -     (111,272)
Net operating loss for the year
ended December 31, 1998                  -        -            -      (31,347)
Net operating loss for the year
ended December 31, 1999                  -        -            -      (31,347)
Issuance of common stock for
services at $.032                2,970,000    2,970       28,500            -
Issuance of common stock for
expenses at $.035                2,036,190    2,036       21,694            -
Issuance of common stock for
payment of debt at $.018        28,444,776   28,445      146,045            -
Issuance of common stock for
retirement of preferred stock      233,106      233       32,962            -
Contributions to capital-expenses        -        -       15,000            -
Net operating profit for the year
ended December 31, 2000                  -        -            -    1,473,829
Return and cancellation of
common stock                   (12,000,000) (12,000)      12,000            -
Issuance of common stock for
payment of debt at $.28            525,000      525       48,191            -
Issuance of common stock for
cash at $2.00                       60,000       60       39,940            -
Net operating loss for the year
ended December 31, 2001                  -        -            -     (116,761)
Issuance of common stock for all
stock of Oak Ridge Micro
Energy - note 4                     89,709       90        9,910            -
Issuance of common stock for
cash - net of costs - at $2.37
- May 2002                       1,800,018    1,800    1,386,200            -
Issuance of common stock for
cash at $2.00 - September 2002     112,500      112       74,888            -
Issuance of common stock for
services at $2.00 - December 2002  375,000      375       61,625            -
Net operating loss for the year
ended December 31, 2002                  -        -            -     (697,953)
                                ----------   ------   ----------   ----------
Balance December 31, 2002       25,951,245   25,951    7,319,654   (6,583,283)

  The accompanying notes are an integral part of these financial statements

<PAGE>

                  OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
           STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
For the Period January 1, 1996 (date of inception of development stage) to
                       December 31, 2004

=============================================================================

                                                       Capital in
                                      Common Stock      Excess of  Accumulated
                                   Shares     Amount    Par Value    Deficit

Issuance of common stock for
services at $.39 average - 2003 10,041,501   10,041    1,297,249            -
Issuance of common stock for
cash at $1.25 - June 20, 2003      195,060      195       81,080            -
Net operating loss for the year
ended December 31, 2003                  -        -            -   (1,666,290)
Balance December 31, 2003       36,187,806   36,187    8,697,983   (8,249,573)
Issuance of common stock for
cash at $.42 - $.66              9,057,390    9,058    2,955,518            -
Issuance of common stock for
services and expenses at
average $.13                    17,387,892   17,388    2,318,094            -
Issuance of common stock for
license at $.42                     47,619       48       19,952            -
Net operating loss for the year
ended December 31, 2004                  -        -            -   (3,216,846)
                                ----------  -------  -----------  -----------
Balance December 31, 2004       62,680,707  $62,681  $13,991,547 $(11,466,419)
                                ==========  =======  ===========  ===========

The accompanying notes are an integral part of these financial statements

<PAGE>


                  OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)

                      STATEMENTS OF CASH FLOWS
         For the Years Ended December 31, 2004  and 2003 and the Period
January 1, 1996 (date of inception of development stage) to December 31, 2004

=============================================================================

                                                                      Period
                                       Dec 31,        Dec 31,     Jan 1, 1996
                                        2004           2003    to Dec 31, 2004

CASH FLOWS FROM OPERATING ACTIVITIES

 Net  loss                           $(3,216,846) $ (1,666,290) $  (9,146,824)

 Adjustments to reconcile net loss to
 net cash provided by operating
 activities
    Depreciation & amortization          128,262        74,192        230,175
    Changes in deposits                        -             -         (2,200)
    Changes in accounts payable          173,754       (54,226)       569,266
    Issuance of common stock for
    expenses and contributions to
    capital for expenses               2,355,482     1,307,293      3,815,905
      Loss of assets                           -             -      4,608,767
      Gain on settlement of debt               -             -     (1,615,082)
                                     -----------  ------------  -------------
         Net Cash Used in Operations    (559,348)     (339,031)    (1,539,993)
                                     -----------  ------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of equipment                (635,548)      (25,029)    (1,122,940)
   Acquisition of patent pending          (3,517)       (2,705)       (19,884)
                                     -----------  ------------  -------------
                                        (639,065)      (27,734)    (1,142,824)
                                     -----------  ------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from stock issued           2,736,769       279,082      4,548,851
                                     -----------  ------------  -------------
Net change in Cash                     1,538,356       (87,683)     1,866,034

Cash at Beginning of Period              327,678       415,361              -
                                     -----------  ------------  -------------
Cash at End of Period                $ 1,866,034  $    327,678  $   1,866,034

                                     ===========  ============  =============

NON CASH FLOWS FROM OPERATING AND FINANCING  ACTIVITIES

Issuance of 32,947,896 shares common
stock for services and expenses - 1996- 2004                      $ 3,800,905

Issuance of 28,969,776 shares common stock for
payment of debt - 2000-2001                                           223,206

Contribution to capital - expenses                                     15,000





The accompanying notes are an integral part of these financial statements

<PAGE>
                   OAK RIDGE MICRO-ENERGY, INC.
                   (Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                        December 31, 2004

1. ORGANIZATION

The Company was incorporated on August 15, 1986 under the laws of the state of
Colorado, with the name "Vates Corp." with authorized common stock of
100,000,000 shares with no par value. Since inception the Company has
completed five name changes resulting in its present name.

On March 6, 2000 the   authorized common stock was changed to a par value of
$.001. Since inception  the Company has completed five  stock splits with the
latest completed on January  6, 2003,   resulting in its present
capitalization.  This report has been prepared showing   after stock split
shares with a par value of $.001  from  inception.

The Company is in the business to further develop and market a rechargeable
thin-film lithium battery for use in a variety of applications.

The Company has been  in the development stage since 1996.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company utilizes the liability method of accounting for income taxes.
Under the liability method deferred tax assets and liabilities are determined
based on the differences between financial reporting and the tax bases of the
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect, when the differences are expected to reverse.  An
allowance against deferred tax assets is recorded, when it is more likely than
not, that such tax benefits will not be realized.

On December 31, 2004, the Company had an  accumulated net operating loss
available for carryover  of    $5,479,720. The  tax benefit of  approximately
$1,644,000 from the loss carry forward  has been fully offset by a valuation
reserve because the use of the future tax benefit is doubtful since the
Company has not started operations.  The net operating loss will expire
starting in 2014 through 2024.

Research and Development

All costs of  research and development, including wages, supplies,
consultants, and depreciation on equipment used in the  research and
development,  are expensed as incurred.

<PAGE>
                        OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                        December 31, 2004

=============================================================================

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

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.

       Cost                                                  $ 1,115,333
       Less accumulated depreciation                             214,990
                                                               ---------
                                                                 900,343
                                                               ---------
Long Lived-Assets

The Company periodically evaluates the economic lives of its long-lived assets
and  if there has been an impairment in the value a loss would be recognized
in the operating statement.

Patents Pending

Patents pending have been determined by management to have an economic  useful
life of five years from the date of filing.

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

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if the shares had been issued on
the exercise of any common share rights unless the  exercise becomes
antidilutive and then only the basic per share amounts are shown in the
report.
<PAGE>


                        OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                        December 31, 2004

=============================================================================

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue Recognition

Revenue is recognized on the sale and delivery of a  product or the completion
of  services provided.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a 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  insured amounts of
$100,000, however, they are considered to be in banks of high quality.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Other Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.

3.  LICENSE AND ROYALTY 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                                $20,000
                  2007                                 40,000
                  2008 and thereafter                  60,000



<PAGE>


                        OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                        December 31, 2004

=============================================================================

4.  PURCHASE OF ALL SHARES OF OAK RIDGE MICRO-ENERGY INC.

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 triangluar 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.

Oak Ridge Nevada  was organized under the laws of the state of Nevada on
December 12, 2001 for the purpose
of  the commercializing the thin-film battery outlined in note 3. Oak Ridge
Nevada  has had no operations and its only asset was the license and royalty
agreement outlined in note 3.

The acquisition has been recorded  under the purchase method of reporting with
no good will recognized.

5.  COMMON CAPITAL STOCK

On June 1, 2004, the Company completed a  forward split of its outstanding
common stock of three shares for each outstanding share.  The accompanying
financial statements have been prepared  showing  after stock split shares
from inception.

During 2003 the Company received $227,807 in stock subscriptions for 519,737
units and shares which were issued during 2004.

During the first quarter  2004, the Company issued  7,791,999 restricted
common shares  to various consultants, attorneys, and members of management
for  services and expensed  at a value of  $1,115,882.

During the second quarter  2004, the Company issued  9,490,071 restricted
common shares  to various consultants, attorneys, and members of management
for services and expensed at a value of  $1,206,318.

During the third quarter  2004, the Company issued 41,208 restricted common
shares  to an attorney for legal services and expensed at a value of $6,015.

During the fourth quarter 2004, the Company issued 64,614 restricted common
shares to an attorney for legal services and expensed at a value of $7,267 and
47,619 restricted shares for payment on the license agreement.
..
During 2004 the Company  completed a private placement offering and sale of
8,537,653 units for $2,736,769, net of offering costs, each unit  consisting
of one restricted common share  and one warrant to purchase an additional
share within one year after April 15, 2004, which included commissions  of
1,318,950 units.  The total number of warrants outstanding on December 31,
2004 was 8,412,390 with an exercise price of $.4167.

<PAGE>
                        OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                        December 31, 2004

=============================================================================

6.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors and their families have  acquired 49% of the outstanding
common  stock.

During the first quarter, members of the board of directors were issued
6,000,000 restricted common shares which were part of the 7,791,999 (outlined
in note 5) for  services.  The services were recorded at a value of $656,667
and  expensed.  During the second quarter  4,500,000 restricted common shares
were issued to members of the board of directors for services, which were part
of  the 9,490,071 (outlined in note 5) The services were recorded at a value
of $408,130. The board of directors have also authorized the issuance of
4,500,000 restricted common shares to be issued during May  2005 for services.
  The shares issued during  2004 and the shares to be issued in 2005, are
subject to lock-up/leak-out conditions which do not allow the shares to be
traded for a period of two years from the date of issuance, and then
commencing at the beginning of the third year from the date of issuance, no
more than one-twelfth of these shares may be traded in any monthly period for
the next two consecutive months.

7.  CONTINUING LIABILITIES

The Company has an operating lease for its office space located in Oak Ridge,
Tennessee.  The rental expense for 2003 was $26,400 and for 2004 $26,400.
Future minimum rental payments required under the non-cancelable operating
lease follows:

         Year ending December 31,

             2005                  26,400
             2006                  11,000

8.  LEGAL ACTION

On August 27, 2004, the Company started a legal action to stop the sale or
encumbrance of 4,865,000 common shares of the Company held by two parties,
which are included in the outstanding shares in this report.  The Company
asserted that the shares were improperly issued and seeks to cancel them.
Claims filed against the parties include violations of Utah's Uniform
Securities Act, Utah Code Ann. Section 61-1-1 et seq., fraudulent inducement,
conspiracy to defraud, misappropriation and conversion, and breach of
contract. The court has placed a trading injunction against the parties until
the case can be tried. An officer of the Company has provided a $100,000 bond,
at a cost of $51,200, into the court pending a settlement in the case.  If the
case is settled in favor of the Company, the bond will be returned, and if
not, the Company will be obligated to repay the amount paid for the bond to
the officer.
<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

We were notified that effective January 30, 2004, that Sellers and Andersen,
L.L.C., our former auditors, had merged with Ted Madsen, CPA to form Madsen &
Associates, CPA's, Inc.  On February 19, 2004, our Board of Directors resolved
to engage Madsen & Associates, CPA's, Inc., Certified Public Accountants, of
Salt Lake City, Utah, to audit our financial statements for the calendar year
ended December 31, 2003.  That firm also audited our financial statements for
the calendar year ended December 31, 2004, that appear elsewhere in this
Annual Report.  For more information on this change in accountants, see our
8-K Current Report, as amended filed with the Securities and Exchange
Commission on February 26, 2004.  See Part III, Part 13.

Item 8(a). Controls and Procedures.
---------------------------------

As of the end of the period covered by this Annual Report, we carried out
an evaluation, under the supervision and with the participation of our CEO and
Treasurer, of the effectiveness of our disclosure controls and procedures.
Based on this evaluation, our CEO and Treasurer concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information required to be included in our periodic Securities and Exchange
Commission reports.  It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless
of how remote.  In addition, we reviewed our internal controls over financial
reporting, and there have been no changes in our internal controls or in other
factors in the last fiscal quarter that has materially affected or is
reasonably likely to materially affect our internal control over financial
reporting.

Item 8(b).  Other Information.
------------------------------

     None.

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, 2004, 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.

                                           Date of             Date of
                     Positions            Election or        Termination
   Name                 Held              Designation       or Resignation
   ----              ---------            -----------       --------------

John B. Bates,       President &            1/15/02            3/31/02
Ph.D.                Director               1/15/02               *
                      CEO                   1/15/02            3/31/02
                      CTO                   3/31/02               *

Mark Meriwether
                      CEO                   3/31/02                *
                      President             2/14/01             1/15/02
                      President             3/31/02                *
                      Director              2/14/01                *
                      Secretary             2/14/01                *
                      Treasurer             2/14/01                *


          *  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 63 years of age and was employed
by Oak Ridge National Laboratory or ORNL for nearly 30 years.  He recently
left ORNL with a plan to commercialize the thin-film batteries.  Dr. Bates
invented or co-invented 12 patents, authored or co-authored 60 articles and
wrote three book chapters in the field of rechargeable thin-film lithium
batteries while at ORNL.  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 49 years of age, and for the past
18 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.

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 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.

     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.
---------------

     The Company has adopted a Code of Ethics, and it was attached as Exhibit
14 to our 2003 Annual Report on Form 10-KSB.  See Part III, Item 14.

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.
--------------------------------

Cash Compensation.
------------------

     The following table sets forth the aggregate executive compensation paid
by our Company for services rendered during the periods indicated:

                        SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
          Annual Compensation             Awards     Payouts
  (a)           (b)      (c)    (d)   (e)     (f)          (g)    (h)    (i)

Name and     Years or              Other                               All
principal    periods               Annual   Restricted Option/  LTIP   Other
position     Ended       $     $   Compen-  Stock      SAR's   Payouts Compen-
                      Salary Bonus sation   Awards$    #       $       sation
------------------------------------------------------------------------------
Mark         12/31/04    0     0 $122,100     (1)        0      0       0
Meriwether   12/31/03    0     0  $37,914     (2)        0      0       0
President    12/31/02    0     0  $62,000      0         0      0       0
Sec'y/
Treasurer
Director

John B.      12/31/04 $101,250 0     0        (1)        0      0       0
Bates        12/31/03 $ 66,666 0     0        (2)        0      0       0
CTO          12/31/02 $115,000 0     0         0         0      0       0
and Director

       (1)  On May 20, 2004, our Board of Directors adopted resolutions to
            issue shares of "restricted securities" (common stock), as
            follows: 4,500,000 shares to Mark Meriwether, 2,250,000 shares
            effective May 14, 2004, and 2,250,000 shares at May 14, 2005; and
            4,500,000 shares to John B. Bates, 2,250,000 shares effective May
            14, 2004, and 2,250,000 shares at May 14, 2005.  See our 8-K
            Current Report dated May 10, 2004, and filed with the Securities
            and Exchange Commission on May 25, 2004, and incorporated herein
            by reference.  See Part III Item 13.

        (2) On May 23, 2003, our Board of Directors resolved to issue Mark
            Meriwether 7,050,000 shares of our common stock that were
            "restricted securities" as compensation, 4,050,000 shares on that
            date and 3,000,000 shares on March 31, 2004.  Our Board of
            Directors also resolved to issue John B. Bates 6,450,000 shares of
            our common stock that were "restricted securities" as
            compensation, 3,450,000 shares on that date and 3,000,000 shares o
            on March 31, 2004.  Pursuant to an Addendum to the Employment
            Agreements of Messrs. Meriwether and Bates effective on May 23,
            2003, Messrs. Meriwether and Bates were also resolved to be issued
            195,000 shares each that would be registered on an S-8
            Registration Statement; and on December 12, 2003, Mr. Meriwether's
            Employment Agreement was again amended by an Addendum to provide
            for the issuance of an additional 555,000 shares that would also
            be included in an S-8 Registration Statement.  This Registration
            Statement was filed with the Securities and Exchange Commission on
            December 3, 2003, and is incorporated herein by reference.  See
            Parr III, Item 13.  For additional information about these grants,
            see our 8-K Current Report dated May 23, 2003, and filed with the
            Securities and Exchange Commission on June 9, 2003, and referenced
            in Part III, Item 1.

Stock Option Plans.
-------------------

     There are no cash compensation, deferred compensation or long term
incentive plans that have been adopted by our Company.  Further, except as
indicated in the note to the Summary Compensation Table above, no member of
our Company's management has been granted any option or stock appreciation
right; accordingly, no tables relating to such items have been included within
this Item.  However, it is anticipated that a Stock Option Plan and management
"restricted securities" grants or other options and awards will be considered
and adopted by the Board of Directors in the future to compensate our current
members of management, attract new members of management and to retain persons
presently serving with us.

Compensation of Directors.
--------------------------

     There are no standard arrangements pursuant to which our Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to our Company's directors for committee
participation or special assignments.

     There are no arrangements pursuant to which any of our Company's
directors was compensated during our Company's last completed calendar year or
the previous two calendar years for any service provided as director.  See the
Summary Compensation Table of this Item.

Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------

      There are presently no compensatory plans or arrangements, including
payments to be received from our Company, with respect to any person named in
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his resignation, retirement or other
termination of such person's employment with our Company or our subsidiaries,
or any change in control of our Company, or a change in the person's
responsibilities following a change in control of our Company.

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 April 15, 2005:



                                                Number and Percentage

Name and Address                        of Shares Beneficially Owned (1)
----------------                        --------------------------------

John B. Bates, Ph.D.(2)                      18,059,706 - 26.9%
74 Rolling Links Blvd.
Oak Ridge, TN 37830

Confetti Enterprises, Inc. (3)                1,800,000 - 2.7%
3046 East Brighton Place
Salt Lake City, Utah 84121

Mark Meriwether  (4)                         15,130,936 - 22.5%
3046 East Brighton Place
Salt Lake City, Utah 84121

      (1)  Percentages are based on 62,695,707 shares of common stock
outstanding at April 15, 2005, 4,500,000 shares that have been authorized to
be issued, but are not issued yet, 2,250,000 shares each to John B. Bates and
Mark Meriwether, for a total outstanding of 67,195,707.

      (2)  John B. Bates, Ph.D. owns 15,809,706 shares and 2,250,000 shares
that have been authorized to be issued, but have not yet been issued.

      (3)  Confetti Enterprises is solely owned by Mr. Meriwether's wife,
Collette Meriwether.

      (4)  Mr Meriwether owns 11,472,436 shares in his own name; 60,000 shares
that are in the name of Collette Meriwether, and 30,000 shares in the name of
C. Meriwehter, Mr. Meriwether's wife; 264,000 shares in the name of C. Dobney,
maiden name of Collette Meriwether; 1,054,500 shares in the name of BC
Ventures, a company that Mark Meriwether owns; and 2,250,000 shares that have
been authorized to be issued, but have not yet been issued.

Security Ownership of Management.
---------------------------------

     The following table sets forth the share holdings of our Company's
directors and executive officers as of April 15, 2005:

                                           Number and Percentage
Name and Address                        of Shares Beneficially Owned (1)
----------------                        --------------------------------

John B. Bates, Ph.D.(2)                      18,059,706 - 26.9%
74 Rolling Links Blvd.
Oak Ridge, TN 37830

Mark Meriwether  (3)                         16,930,936 - 25.2%
3046 East Brighton Place
Salt Lake City, Utah 84121


      (1)  Percentages are based on 62,695,707 shares of common stock
outstanding at April 15, 2005, plus 4,500,000 shares that have been authorized
to be issued, but are not issued yet, 2,250,000 shares each to John B. Bates
and Mark Meriwether, for a total outstanding of 67,195,707.

      (2)  John B. Bates, Ph.D. owns 15,809,706 shares and 2,250,000 shares
that have been authorized to be issued, but have not yet been issued.

      (3)  Mark Meriwether owns 11,472,436 in his own name; Confetti
Enterprises, which is solely owned by Mr. Meriwether' wife, owns 1,800,000
shares of our common stock; 60,000 shares that are in the name of Collette
Meriwether; 30,000 shares in the name of C. Meriwether, Mr. Meriwether's wife;
264,000 shares in the name of C. Dobney, maiden name of Collette Meriwether;
1,054,500 shares in the name of BC Ventures, a company that Mark Meriwether
owns; and 2,250,000 shares that have been authorized to be issued, but have
not yet been issued.

Changes in Control.
-------------------

    There has been no change in control of our Company since January 6, 2001.
See our 8-K Current Report dated January 6, 2001, which has been
previously filed with the Securities and Exchange Commission and which is
incorporated herein by reference in Part III, Item 13.  Also see our 8-K
Current Report dated January 15, 2002, which has been previously filed with
the Securities and Exchange Commission and which is incorporated herein by
reference in Part III, Item 13.

Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

     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 $60,000 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.

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)

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.

Item 14.  Principal Accountant Fees and Services.
          ---------------------------------------

     The following is a summary of the fees billed to Oak Ridge by its
principal accountants during the calendar years ended December 31, 2004 and
2003:


     Fee category                      2004           2003
     ------------                      ----           ----

     Audit fees                        $8,275         $5,875

     Audit-related fees                $ 0             $ 0

     Tax fees                          $ 250           $ 250

     All other fees                    $ 0             $ 0
                                       -------         -------
     Total fees                        $8,525          $6,125


     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 Oak Ridge's 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.

                            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: 05/12/05                     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: 05/12/05                     By /s/ Mark Meriwether
                                   Mark Meriwether, President/CEO and Director