UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended:  December
31, 2008  or  [ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
                 to  Commission File Number: 000-50032 OAK RIDGE MICRO-ENERGY, INC. (Exact Name of Registrant as specified
 in its Charter)  Colorado
94-3431032(State or
other Jurisdiction of Incorporation or organization)
(I.R.S. Employer Identification
No.)  275 Midway Lane Oak Ridge, TN 37830 (Address of Principal Executive
Offices)  (801) 556-9928 (Registrants Telephone Number, including
area code)  Securities registered pursuant to Section
12(b) of the Act: None  Securities registered pursuant to Section
12(g) of the Act: Common Stock, par value $0.001  Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes
[  ] No [X]  Indicate by check mark if  the Registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes [  ]   No [X]  Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. (1) Yes [X] No [  ]     (2)
Yes [X] No [  ]  Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K is not contained herein, and will not 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-K
or any amendment to this Form 10-K. [  ]        Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company:  Large accelerated filer
      [   ]
Accelerated filed
                    [ 
 ]Non-accelerated filer
        [   ]
Smaller reporting company
    [X]  Indicate by check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]  Market Value of Non-Affiliate
Holdings  State the aggregate market value of the voting and
non-voting common stock held by non-affiliates computed by reference to the
price at which the common stock was last sold, or the average bid and asked
price of such common stock, as of the last business day of the Registrants most
recently completed second quarter.  The aggregate market value of the voting and non-voting
common stock of the Registrant was $2,061,688.70, based on 41,233,774 shares
held by non-affiliates and the closing price of $0.05 per share for the
Registrants common stock on the OTCBB on June 30, 2008.  Applicable only to Registrants Involved
in Bankruptcy Proceedings During the Preceding Five Years  Indicate by check mark whether the Registrant has filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities and Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.  Yes [  ]   No [
 ]  Outstanding Shares  As of April 13, 2009, the Registrant had 74,091,644
shares of common stock outstanding.  Documents Incorporated by
Reference  See Part IV, Item 15.  PART I  FORWARD-LOOKING STATEMENTS  In this Annual Report, references to Oak
Ridge Micro-Energy, Inc., Oak Ridge, the Company, we, us, our and
words of similar import) refer to Oak Ridge Micro-Energy, Inc., the
Registrant.  This Annual Report contains certain
forward-looking statements and for this purpose any statements contained in this
Annual Report that are not statements of historical fact may be deemed to be
forward-looking statements.  Without limiting the foregoing, words such as
may, will, expect, believe, anticipate, estimate or continue or
comparable terminology are intended to identify forward-looking statements.
 These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, many of which are not within our control.  These factors
include but are not limited to economic conditions generally and in the markets
in which we may participate, competition within our chosen industry,
technological advances and failure by us to successfully develop continuing
business relationships and customers.  ITEM 1.  BUSINESS  Business Development  We have completed our research and development stage and
have entered the next stage in which we will focus our energy and resources on
marketing and licensing the thin-film battery to suitable partners across       all industries. We have been in contact with several
large-scale, multinational companies who have expressed interest in our
thin-film battery technology.  This step is Stage 3 of our business
plan.  We have from our inception focused on research and
development, testing and prototyping in order to improve the original thin-film
battery core technology.  We have reached the stage where all conceivable
improvements and enhancements required for product integration into the largest
and most profitable markets have been accomplished. Through our R&D, we
have, among other achievements, significantly improved Lipon, the key layer of
the original thin-film battery; changed the composition of the battery;
developed a hermetic package, including getters that withstand solder reflow
conditions and protect the battery from air exposure; developed a new
anode-cathode combination (the active battery components), which allows for
record high temperature cycles of 170 degrees Celsius; and have developed a
thin-film battery that operates between 2 V and 1 V. A summary of our issued and
pending patents is as follows:  · Thin Film Battery and Electrolyte
Therefor U.S. Patent No. 6,818,356 (Nov. 16, 2004) o Expands our choice for the critical
layer of the battery o Changes the composition of the
TFB o Improves Lipon, the core of the
original ORNL technology  · Long Life Thin Film Battery and
Method Therefor U.S. Patent No. 6,994,933 B1 (Feb. 7, 2006) o Creates a thin-film protective
coating that makes the Oak Ridge TFB more durable through resistance to oxygen
and moisture  · Long Life Thin Film Battery and
Method Therefor USTPO Patent Pending; a hermetic package developed that o Protects the battery from air
exposure o Allows the battery to survive solder
reflow conditions o Allows a high-temperature thin film
battery to operate at temperatures up to 170oC  · Getters for Thin Film Battery
Hermetic Package  USTPO Patent Pending; PCT filed 10 October, 2006 o Further improves TFB packaging and
the ability to withstand environmental pressures.  In particular, improved
long-life TFB packages including getters and methods for making improved
long-life TFB packages  · Thin Film Battery and Electrolyte
Therefor o New composition for a Lipon-based
electrolyte o Improves the mechanical properties of
a thin film electrolyte o Notice of allowance of all
twenty-four claims received from USPTO on 24 March, 2008  · Thin Film Batteries for
Low-Voltage Applications USPTO patent pending o Develops a TFB that operates between
2 V and 1 V  In addition to issued and pending patents, we have
numerous trade secrets in thin film battery technology related to battery
construction and thin-film processing.  During the past several years, numerous large-scale,
multinational companies have contacted us with interest in the thin-film battery
technology (the TFB Technology). We believe our unique patented
technology is ready for large-scale production and commercialization into many
viable product lines. We intend to move into a strong and aggressive
licensing mode.  We are currently in discussion with several companies
seeking to integrate our technology into their various product lines and new
designs. These companies have expressed an interest in licensing our proprietary
TFB Technology.  As an integral part of the marketing process, we are
currently considering separating the TFB Technology and
marketing divisions by assigning the TFB Technology to
a wholly owned subsidiary.  This will enable us to continue
to pursue technical advancements to our IP, as well as build a marketing
division, which focuses on licensing our TFB Technology.  We are currently
searching for an IP and license marketing firm, which specializes in reaching
industry leaders in our key target markets and providing research       reports and market summaries for exposure and marketing
of our TFB Technology to the various industry markets that we believe our TFB
Technology will enhance and be in demand.  In March 2009, we
signed a non-binding Letter of Intent to license our Intellectual Property.
 We are currently in the process of finalizing the License Agreement and
expects to announce terms and details of the License Agreement when the
transaction consummates.  We are also currently involved in various stages
of negotiation with other companies about the potential of further license
agreements. Business Development
Activities  Developments During the Year Ended December 31,
2008  On March 10, 2008, we entered into and completed an
Equipment Purchase Agreement to sell our non-proprietary research and
development equipment (the Equipment) and sub-lease our Oak Ridge, TN,
facility, to Planar Energy Devices, Inc., a Delaware corporation (Planar).
This agreement allows us to have continued access to the Equipment as may be
needed for prototyping and testing by potential licensees and partners for up to
a minimum of 18 months, at a price of $1,000 per month for the first six months
and at a price to be agreed upon during the next 12 months.  The total
purchase price of the Equipment was $600,000, which was paid on closing.
 See our 8-K Current Report dated March 10, 2008, which was filed with the
Securities and Exchange Commission on March 14, 2008.  See Part IV, Item
15.  Developments During the Year Ended December 31,
2007  On July 26, 2007, we settled our lawsuit against Timothy
Rock, Andrew Goodell, Water & Gold, Inc. and Jeffery Kohutka, (the
Defendants), which was commenced on August 27, 2004, resulting in all shares
that were subject to the preliminary injunction to be immediately returned to
us. We and the Defendants also compromised all claims each had against the
other; and the earlier orders finding violations by the Defendants of applicable
securities laws, rules or regulations were vacated.  See our 8-K Current
Report dated December 22, 2004, which was filed with the Securities and Exchange
Commission on January 6, 2005, and the 8-K/A Current Report dated December 22,
2004 and filed with the Securities and Exchange Commission on July 27, 2007.
 See Part IV, Item 15.  Developments During the Year Ended December 31,
2006.  On February 7, 2006, our second patent was granted, Long
life thin-film battery and method therefore, U.S.6,994,933, with 21 claims
related to a packaging method for thin-film batteries.  A continuation in
part of a patent pending dealing with an improvement on a new type of package
for thin-film batteries was filed in September 2006.  We then had two
issued patents and two patents pending.  As announced on May 23, 2006,
using our advanced packaging method and a new anode-cathode combination (the
active battery components), we developed a prototype lithium-ion battery that
can be cycled at a record high temperature of 170 degrees Celsius (338 degrees
Fahrenheit). Conventional rechargeable lithium-ion batteries cannot be cycled at
temperatures much above 60 degrees Celsius.  In September 2006, we
announced that, with our newly developed package, our standard lithium-ion
batteries can withstand temperatures above 285 degrees Celsius (545 degrees
Fahrenheit) in a discharged state, and therefore can meet the temperature
requirements of a solder reflow assembly process recently mandated in the E.U.
and China.  Developments During the Year Ended December 31,
2005  In February, we completed installation of our two,
small-scale thin-film production sputtering tools and began testing and
calibration runs on all of the five layers of the battery. We developed a
complete manufacturing process for thin-film batteries including a new hermetic
package. The first production run of three hundred twenty four (324) ORLI.0.5.CL
batteries was made in October with a higher than expected yield. Specifications
and detailed performance data have been posted on our web site. Up to December
31, 2005, about 1000 batteries have been manufactured, and samples have been
provided to potential customers in the U.S. and abroad. During the year, we
filed a patent application on our packaging process with the United States
Patent Office.  Developments During the Year Ended December 31,
2004        During 2004, we began the year with a successful equity
raise. A net total of $2.9 million, after commissions, was raised during
offerings conducted simultaneously in the United States and Europe. Our equity
raise was accomplished by the sale of units consisting of one share of common
stock and one warrant to purchase an additional share of common stock.  We completed Phase I of our business and strategic plan
and entered Phase II. Phase II was geared towards expansion, mass prototyping
and entry into highly specialized markets.  During 2004, we were awarded a patent, Thin Film Battery
and Electrolyte Therefor, US 6,818,356 B1, with 22 claims. The claims related
to a range of compositions for a new thin-film lithium electrolyte, a method of
making the electrolyte and a thin-film battery utilizing the new electrolyte.  On June 1, 2004, our Board of Directors authorized a
three for one forward split of our common stock by dividend. See our 8-K Current
Report dated May 10, 2004, and filed with the Securities and Exchange Commission
on May 25, 2004. See Part IV, Item 15. 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 was a Phase I Small Business Innovative Research (SBIR) grant.  Description of Business  We produce thin-film, solid-state batteries for
industrial, government, and medical applications. Our thin-film battery is
rechargeable, lithium-based, and the active battery layers are significantly
thinner than common plastic wrap. Our batteries are intended for applications
such as wireless smart sensors that operate in harsh environments, security
cards, radio frequency identification (RFID) tags, semiconductor non-volatile
memory chips, and implantable medical devices. The small size of this new
battery technology will improve existing products and enable the development of
many new products. Our fully packaged cells on ceramic substrates typically
supplied to customers are 0.024 of an inch (0.62 mm) thick.  Thin-film rechargeable lithium and lithium-ion batteries
in which the component layers are less than 5 micrometers (0.0002 inches) thick
were developed by Dr. John B. Bates and his team of scientists and engineers
from more than a decade of research at the Oak Ridge National Laboratory
(ORNL). Dr. John B. Bates retired from ORNL and is now our Chief Technology
Officer and a member of our Board of Directors. The U. S. Department of Energy
has released the technology for commercialization through their licensing agent,
UT Battelle LLC. We are one of a number of non-exclusive licensees of this
technology. The batteries must be substantially manufactured in the United
States, under our licensing agreement (the Licensing Agreement), unless a
waiver is obtained. There may be exportation limitations into certain countries;
there are no environmental compliance issues that we know of; and raw materials
and manufacturing equipment are readily available from several vendors in the
United States.  Unlike conventional batteries, thin-film batteries can be
deposited directly onto chips or chip packages in any shape or size, and when
fabricated on plastics or thin metal foils, the batteries are quite flexible.
Some of the unique properties of thin-film batteries that distinguish them from
conventional batteries include:  · all solid state construction;  · can be deep cycled thousands of
times;        · can be operated at high and low
temperatures (tests have been conducted between -20 degrees C and 160 degrees
C);  · can be made in any shape or size;  · cost does not increase with reduction
in size (constant $/cm2); and  · completely safe under all operating
conditions.  Thin-film lithium-ion batteries have the additional
advantage of being unaffected by heating to over 280 degrees centigrade. Many
integrated circuits or ICs are assembled by the solder reflow or surface mount
process, in which all of the electronic components are soldered on the board at
the same time by heating to temperatures as high as 280 degrees C for a few
minutes. Conventional batteries, such as coin or button cells, contain organic
liquid electrolytes that cannot survive such temperatures, and therefore must be
added to the circuits as a separate component, often manually.  We have manufactured in limited quantities lithium-ion
batteries (model ORLI.0.5CL). Batteries have been delivered to a variety of
potential customers who desire samples to evaluate for integration into their
products. In order to preserve capital, we are seeking a relationship with a
third party manufacturing partner who will be able to scale up our manufacturing
process and produce large numbers of batteries for high-volume markets or
companies who are interested in licensing our technology and integrating it into
their product lines or developing new applications which require our unique
patented technology.  Principal Products or Services and Their
Markets  Thin-film lithium and lithium-ion batteries are ideally
suited for a variety of applications where a small power source is needed. They
can be manufactured in a variety of shapes and sizes, as required by the
customer. By using the available space within a device, the battery can provide
the required power while occupying otherwise wasted space and adding negligible
mass.  The range of possible applications of these batteries
derives from their important advantages as compared to conventional battery
technologies. They can be made in virtually any shape and size to meet the
requirements of each application. The batteries are rechargeable, which means
their size needs to be no larger than required to satisfy the energy
requirements on a single cycle, thus reducing cost and weight, which in itself
may give birth to new applications.  We believe that numerous new applications will become
apparent continually. At this point, anticipated uses include:  · diagnostic wafers for the
semiconductor industry;  · wireless sensors;  · active radio frequency identification
tags;  · non-volatile memory backup; and  · implantable medical devices  Detailed Market
Applications  As a consequence of their ultra thin profile, low thermal
mass, and their ability to operate in harsh environments, thin-film batteries
are uniquely suited as power sources for wireless semiconductor processing
diagnostic wafers.  Thin-film lithium batteries will eventually power
wireless sensors smaller than the size of a dime that can detect biological or
chemical contaminants, movement and pressure, and transmit this information to a
local receiver.        Two decades ago, bar code technology revolutionized the
way goods and merchandise were identified, priced and inventoried. However, bar
code technology is limited in its application by the need for an unobstructed
line- of-sight or physical contact between the bar code and the reader. Radio
frequency identification eliminates this limitation. Active tags would contain
circuitry that enables them to radio their location to a central receiver which
would sort out the information as needed. Some tags require a very thin battery
to power the devices contained within it.  Non-volatile static random access memory is used in
numerous products such as computers, time keeping chips and flash memory. When
the active power of a device with static random access memory is turned off, it
is necessary to have a backup source of energy in order to retain memory in the
chips. Because of the very low leakage currents of the complimentary metal-oxide
semiconductor transistors that make up the memory, only small batteries are
necessary to retain the memory during periods when the device is removed from
active power, such as might occur in a power outage. Presently, non-rechargeable
coin cells are used to backup non-volatile static access memory, but because
they are not rechargeable and are produced in standard minimum sizes, the
battery often dominates the size of the static random access memory package.
Since thin-film batteries have a very long cycle life, a thin-film battery many
times smaller than a coin cell can be used as a backup power source. Also, only
solid-state thin-film lithium-ion batteries can withstand the high temperatures
required for solder reflow assembly, allowing them to be integrated into
circuits along with the other components. Conventional coin cells must be added
by hand. Thin-film batteries can also be deposited directly onto memory chips or
chip packages, reducing the volume they occupy even further.  Because of their all construction, small size, and long
cycle life, thin-film batteries are ideally suited for implantable medical
devices such as neural stimulators, smart pacemakers and wireless diagnostic
systems.  Distribution Methods of the Products or
Services  Our continuing improvements to our patented
and proprietary Intellectual Property portfolio have
readied our technology for manufacturing and product integration into
the above mentioned applications, See the heading  Principal Products or
Services and Their Markets, above, among many headings in this Item
1.   We have determined that licensing our technology is not only the
most cost effective and profitable method of penetrating these markets, but will
also eliminate the necessity to maintain large manufacturing facilitates.
 In return, we will receive royalty payments.  Further, we have
current negotiations in place for large-scale manufacturing arrangements with a
potential licensee.  Our years of discussions within the industry have
given us a long list of potential companies and contacts that may benefit from
our technology, and we are actively pursuing our current contact list to discuss
potential License Agreements.  Status of any Publicly Announced New
Product or Service  None; not applicable.  Competitive Business Conditions and
Smaller Reporting Companys Competitive Position in the Industry and Methods of
Competition  Presently, there are six other U.S. companies that have
licenses for manufacturing thin-film batteries using the Department of Energys
technology:  Infinite Power Solutions, Inc. (Littleton, CO); Front
Edge Technology, Inc. (Baldwin Park, CA); Cymbet Corporation (Minneapolis, MN);
Teledyne Electronic Technologies (Newport Beach, CA); Excellatron (Atlanta, GA);
and Planar Energy Devices, Inc. (FL). The worldwide market for thin-film
batteries may become quite large, and we view these other licensees as allies in
promoting the value of thin-film batteries in the early years, whereas all
licensees may become more competitive in later years. The other licensees began
their businesses in 1998 or later. Some are better capitalized than we are; and
some have greater manufacturing capacity at this point. Some are focused solely
on developing batteries, while others are diversified.  Sources and Availability of Raw
Materials and Names of Principal Suppliers  None; not applicable.       Dependence on One or a Few Major
Customers  None; not applicable.  Patents, Trademarks, Licenses,
Franchises, Concessions, Royalty Agreements or Labor Contracts, including
Duration  See the first general heading Business
Development above.  Need for any Governmental Approval of
Principal Products or Services  None; not applicable.  Effect of Existing or Probable
Governmental Regulations on the Business  Federal and State Law  We are subject to the reporting requirements of Section
13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and
subject to the disclosure requirements of Regulation S-K of the SEC, as a
smaller reporting company.  That designation will relieve us of some of
the informational requirements of Regulation S-K applicable to larger companies.  Exchange Act  We are subject to the following regulations of the
Securities Exchange Act of 1934, as amended (the Exchange Act), and applicable
securities laws, rules and regulations promulgated under the Exchange Act by the
Securities and Exchange Commission.  Compliance with these requirements of
the Exchange Act will also substantially increase our legal and accounting
costs.  Smaller
Reporting Company  We are subject to the reporting requirements of Section
13 of the Exchange Act, and subject to the disclosure requirements of Regulation
S-K of the Securities and Exchange Commission, as a smaller reporting company.
 That designation will relieve us of some of the informational requirements
of Regulation S-K.  Sarbanes/Oxley Act  We are also subject to the Sarbanes-Oxley Act of 2002.
 The Sarbanes/Oxley Act created a strong and independent accounting
oversight board to oversee the conduct of auditors of public companies and
strengthens auditor independence.  It also requires steps to enhance the
direct responsibility of senior members of management for financial reporting
and for the quality of financial disclosures made by public companies;
establishes clear statutory rules to limit, and to expose to public view,
possible conflicts of interest affecting securities analysts; creates guidelines
for audit committee members appointment, compensation and oversight of the work
of public companies auditors; management assessment of our internal controls;
auditor attestation to managements conclusions about internal controls
(anticipated to commence with the December 31, 2009, year end); prohibits
certain insider trading during pension fund blackout periods; requires companies
and auditors to evaluate internal controls and procedures; and establishes a
federal crime of securities fraud, among other provisions. Compliance with the
requirements of the Sarbanes/Oxley Act will substantially increase our legal and
accounting costs.  While the exact cost is not known, management estimates
that the cost to develop, document and implement the internal control and
disclosure procedures required under the Sarbanes/Oxley Act would be in the
range of $4,000 to $8,000.  Exchange Act Reporting
Requirements  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 at a special or annual meeting thereof or pursuant to
a written consent will require us to       provide our stockholders with the information outlined in
Schedules 14A (where proxies are solicited) or 14C (where consents in writing to
the action have already been received or anticipated to be received) of
Regulation 14, as applicable; and 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-K and quarterly reports on Form 10-Q with the Securities and 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.  Research and Development Costs During
the Last Two Fiscal Years  We spent $50,468 and $114,127 in December 31, 2008, and
2007, respectively, on research and development.  Cost and Effects of Compliance with
Environmental Laws  None; not applicable.  Number of Total Employees and Number of
Full-Time Employees  We currently have two full-time employees.  Reports to Security Holders  Additional Information  You may read and copy any materials that we file with the
Securities and Exchange Commission at the Securities and Exchange Commissions
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You
may also find all of the reports or registration statements that we have filed
electronically with the Securities and Exchange Commission at its Internet site
at www.sec.gov.  Please call the
Securities and Exchange Commission at 1-202-551-8090 for further information on
this or other Public Reference Rooms.  Our Securities and Exchange
Commission reports and registration statements are also available from
commercial document retrieval services, such as CCH Washington Service Bureau,
whose telephone number is 1-800-955-0219.  ITEM 1A.  RISK FACTORS  As a smaller reporting company, we are not required to
provide risk factors.  ITEM 2:  PROPERTIES  At year-end, we maintained a 5,000 square foot laboratory
facility in the city of Oak Ridge, TN. The rental cost was $2,200 per month. On
March 10, 2008, this facility was subleased to Planar. See the heading
Developments Subsequent to the Year Ended December 31, 2007, above.  By
year-end, Planar had removed all equipment from the facility and ceased to
sublease our facility.  As part of our agreement with Planar, we will
continue to have access to our equipment, now located at Planars facilities,
for a small fee as needed.  As of April 2009, we have terminated our lease
agreement at the above-mentioned facility.  We continue to maintain office
space provided by our Chief Executive Officer in Salt Lake City, Utah.  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 July 26, 2007, we settled our lawsuit against Timothy
Rock, Andrew Goodell, Water & Gold, Inc. and Jeffery Kohutka, (the
Defendants), which was commenced on August 27, 2004, resulting in all shares
that were subject to the preliminary injunction to be immediately returned to
us. We and the Defendants also compromised all claims each had against the
other; and the earlier orders finding violations by the Defendants of applicable
securities laws, rules or regulations were vacated.  See our 8-K Current
Report dated December 22, 2004, which was filed with the Securities and Exchange
Commission on January 6, 2005, and the 8-K/A Current Report dated December 22,
2004 and filed with the Securities and Exchange Commission on July 27, 2007.
 See Part IV, Item 15.  ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS  We have not submitted a matter to a vote of
our stockholders during the fourth quarter of our fiscal year ended December 31,
2008.   PART II   ITEM 5:  MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES  Market Information  Our common stock is presently quoted on the OTC Bulletin
Board of FINRA under the symbol OKME as reflected below, though the current
trading volume is small. No assurance can be given that any market for our
common stock will continue in the future or be maintained. If an established
trading market ever develops in the future, the sale of restricted securities
(common stock) pursuant to Rule 144 of the Securities and Exchange Commission by
members of management or others may have a substantial adverse impact on any
such market.  The range of high and low bid quotations for our common
stock during each quarter of the years ended December 31, 2008 and 2007, 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.  Period
High
LowJanuary 1, 2008 through March 31, 2008
$0.09
$0.04April 1, 2008 through June 30, 2008
$.095
$0.05July 1, 2008 through September 30, 2008
$0.075
$0.04October 1, 2008 through December 31, 2008
$0.06
$0.02January 1, 2007 through March 31, 2007
$0.24
$0.168April 1, 2007 through June 30, 2007
$0.21
$0.13July 1, 2007 through September 30, 2007
$0.19
$0.155October 1, 2007 through December 31, 2007
$0.15
$0.068        Rule 144  The following is a summary of the current requirements of
Rule 144:  Affiliate or Person Selling on Behalf of an
Affiliate
Non-Affiliate (and has not been an Affiliate During
the Prior Three Months)Restricted Securities of Reporting Issuers
During six-month holding period  no resales
under Rule 144 Permitted.

After Six-month holding period  may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During six- month holding period  no
resales under Rule 144 permitted.

After six-month holding period but before one
year  unlimited public resales under Rule 144 except that the current
public information requirement still applies.

After one-year holding period  unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.Restricted Securities of Non-Reporting
Issuers
During one-year holding period  no resales
under Rule 144 permitted.

After one-year holding period  may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During one-year holding period  no resales
under Rule 144 permitted.

After one-year holding period  unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.  Holders  We currently have 488 stockholders, not
including an indeterminate number who may hold shares in street name.  Dividends  There are no present material restrictions that limit our
ability to pay dividends on common stock or that are likely to do so in the
future. We have not paid any dividends with respect to our common stock, with
the exception of the dividend by which we effected a three for one forward split
in 2004, and do not intend to pay dividends in the foreseeable future.  Securities Authorized for Issuance Under Equity
Compensation Plans  Plan Category
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
Weighted-average exercise price of outstanding
options, warrants and rights
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)(a)
(b)
(c)        Equity compensation plans approved by security
holders
None
None
NoneEquity compensation plans not approved by security
holders
None
None
NoneTotal
None
None
None  Recent Sales of Unregistered Securities; Use of
Proceeds from Registered Securities  During the last three years, we issued the following
unregistered securities:  Common Stock Issued for
Number of Shares
YearIssuance of common stock for services at $0.11 per
share
6,975,000
2004Sale of common stock at $.42 per share
9,012,390
2004Common stock issued for services at $.13 per
share
9,490,071
2004Common stock issued for services at $.15 per
share
41,208
2004Common stock issued for UT-Battelle license at $.42
per share
47,619
2004Common Stock issued for services at $.11
64,614
2004Issuance of common stock for services at $0.1114
per share to Board Members and Consultants*
5,040,000
2005Sale of common stock at $0.42 per share to one
person
30,000
2005Sale of common stock at $0.20 per share to one
person
300,000
2005Issuance of common stock for services at $0.32 per
share to an employee
75,000
2005Issuance of common stock for services at
$0.23
5,300,000
2006Issuance of common stock for services at
$0.20
200,000
2006Issuance of common stock for services at
$0.15
575,000
2006Issuance of common stock for services at
$0.18
177,000
2006Cancelled shares from settlement of lawsuit
1,786,000
2007Issuance of common stock for services at
$0.03
1,500,000
2008  Exemptions from Registration for Sales of Restricted
Securities.  We issued these securities to persons who were either
accredited investors, or sophisticated investors who, by reason of
education, business acumen, experience or other factors, were fully capable of
evaluating the risks and merits of an investment in us; and each had prior
access to all material information about us. We believe that the offer and sale
of these securities was exempt from the registration requirements of the
Securities Act pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of
Regulation D of the Securities and Exchange Commission. Section 18 of the
Securities Act preempts state registration requirements for sales to these
classes of persons.  Use of Proceeds of Registered Securities  There were no proceeds received during the
calendar year ended December 31, 2008, from the sale of registered securities.  Purchases of Equity Securities by Us and
Affiliated Purchasers  There were no purchases of our equity securities by us
during the years ended December 31, 2008, and 2007.  However, we did settle
our lawsuit against Timothy Rock, Andrew Goodell, Water & Gold, Inc. and
Jeffery Kohutka during fiscal 2007, which was commenced on August 27, 2004,
resulting in 1,786,000 shares that were subject to the preliminary injunction
being returned to our authorized but unissued shares.   ITEM 6:  SELECTED FINANCIAL DATA  Not required for smaller reporting
companies.        ITEM 7:  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION  When used in this Annual Report, the words may, will,
expect, anticipate, continue, estimate, project, intend, and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act
regarding events, conditions, and financial trends that may affect our future
plans of operations, business strategy, operating results, and financial
position.  Persons reviewing this Annual Report are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such factors are discussed further below under Trends and
Uncertainties, and also include general economic factors and conditions that
may directly or indirectly impact our financial condition or results of
operations.  Plan of Operation  We have developed a new, thin-film lithium
battery technology for commercial, consumer, industrial, security and military
use. Our corporate objective is to capitalize on delivering solutions for the
worlds micro-power needs.  The battery is lithium-based and is
manufactured to be thinner than common plastic wrap. Like the larger,
traditional lithium batteries that power laptops and cell phones, this lithium
battery is also rechargeable. Unlike traditional lithium batteries, the
thin-film battery is intended for small, hi-tech, low power applications, some
of which have not yet been developed or brought to market.  Current anticipated uses include smart
credit cards, security cards, wireless sensors, radio frequency identification
tags, chip memory backup and advanced drug delivery devices. Future applications
will grow as the availability of thin-film batteries increases.  The technology has evolved over the past
decade at the Oak Ridge National Laboratories (ORNL), a U. S. Government
laboratory in Oak Ridge, TN. The U. S. Department of Energy has released the
technology for commercialization through their licensing agent, UT Battelle LLC.
We are one of a number of non-exclusive licensees of this technology. The
primary inventor of the technology for ORNL, Dr. John B. Bates, retired from
ORNL who is now our Chief Technology Officer and a member of our Board of
Directors.  The batteries must be substantially
manufactured in the United States, under our licensing agreement (the Licensing
Agreement), unless a waiver is obtained. There may be exportation limitations
into certain countries; there are no environmental compliance issues that we
know of; and raw materials and manufacturing equipment are readily available
from several vendors in the United States.  We have now completed our research and
development stage and are entering the next stage in which we will focus our
energy and resources on marketing and licensing the thin-film battery covered by
our various patents to suitable partners across all industries. We have been in
contact with several large-scale, multinational companies who have expressed
interest in our thin-film battery technology.  This step is stage 3 of our
business plan.  We have spent the first several years
focusing on enhancing and improving the original core thin-film battery
technology and have dedicated the facility in Oak Ridge, TN, to research and
development, testing and prototyping. We feel we have reached the stage where
all conceivable improvements and enhancements that would be required for product
integration into the largest and most profitable markets have been accomplished.
Through our testing, we have, among many other accomplishments, replaced the
Lipon, the core of the original thin-film battery; changed the composition of
the thin-film battery; developed a protective coating that makes it more durable
through resistance to oxygen and moisture; improved long-life thin-film battery
packages, including getters and methods for making improved long-life thin-film
battery packages; developed a new anode-cathode combination (the active battery
components which allows for record high temperature cycles of 170 degrees
Celsius; and developed a thin-film battery that operates between 2 V and 1 V.        During the prior several years, numerous
large-scale, multinational companies have contacted us with interest in our TFB
Technology. We believe our unique patented technology is ready for large-scale
production and commercialization into many viable product lines. We intend to
move into a strong and aggressive licensing mode. Oak Ridge Micro-Energy is
currently in discussion with several companies seeking to integrate our
technology into their various product lines and new designs. These companies
have expressed an interest in licensing our proprietary TFB Technology.  As an integral part of the marketing
process, we are currently considering separating the TFB Technology and
marketing divisions by assigning the TFB Technology to a wholly owned
subsidiary.  This will enable us to continue to pursue technical
advancements to our IP, as well as build a marketing division, which focuses on
licensing our TFB Technology.  We are currently searching for an IP and
license marketing firm, which specializes in reaching industry leaders in our
key target markets and providing research reports and market summaries for
exposure and marketing of our TFB Technology to the various industry markets
that we believe our TFB Technology will enhance and be in demand.  In March 2009, the Company signed a Letter
of Intent to license its Intellectual Property.   The Company is
currently in the process of finalizing the License Agreement and expects to
announce terms and details of the agreement shortly.  The Company is
currently involved in various stages of negotiation with other companies about
the potential of further license agreements.  On March 10, 2008, we sold our laboratory
equipment to Planar Energy Devices, Inc., with a lease-back arrangement to allow
us to use the equipment for up to 18 months.  Liquidity and Capital Resources  We incurred a net loss of ($427,779) for the year ended
December 31, 2008. Cash on hand totaled $698,509. We believe cash on hand will
be sufficient to finance current business operations for at least the next 12
months.  Results of Operations  For the 12 month periods ended
December 31, 2008 and 2007  During the year ended December 31, 2008, we had a net
loss of ($427,779), resulting from operations.  During this same period
ending December 31, 2007, we had a net loss of ($553,888), also resulting from
operations.  Our revenues for 2008 increased, to $18,872 compared to $0 in
2007 from consulting agreements with various companies.  Research and development expenses in the
yearly period ended December 31, 2008, were $50,468, compared to $114,127 during
the yearly period ended December 31, 2007. Research and development expense
consists mainly of salaries to a small technical staff and materials used in the
further development and prototyping of the thin-film lithium battery.
  We expect a steady decline in research and development expenses as
we continue to unwind our research and development stage, although we will
continue to incur small salaries in the research and development department.  General and Administrative expenses were
$621,788 in the yearly period ended December 31, 2008, compared to $289,328 in
the yearly period ended December 31, 2007. These charges consisted of rent,
utilities, travel expenses, legal and professional charges and other
miscellaneous charges related to general business operations.  The increase
is due to increased professional fees primarily attributable to increased
consulting expenses for accounting and management fees, mainly associated with
the sale of our research and development equipment, as well as expense taken for
stock issuance to various consultants.  Sales and marketing decreased to $546 in 2008 from $1,060
in 2007 and depreciation and amortization also decreased to $37,787 in 2008 from
$177,888 in 2007.  Interest income decreased for 2008 to $16,249 from
$28,515 in 2007.  In 2008, we had a gain on sale of assets of
 $247,689.  Off-Balance Sheet Arrangements  We had no off-balance sheet arrangements
for the year ended December 31, 2008.        ITEM 7A:  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK  Not required for smaller reporting
companies.   ITEM 8:  FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA  Report of Independent Registered Public Accounting
Firm  The Board of Directors and Shareholders Oak Ridge Micro-Energy, Inc.  We have audited the accompanying consolidated balance
sheets of Oak Ridge Micro-Energy, Inc.,(A Development Stage Company) as of
December 31, 2008 and 2007 and the related consolidated statements of
operations, stockholders equity, and cash flows for the years ended December
31, 2008 and 2007 and for the period from reactivation [January 1, 1996] to
December 31, 2008. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform an audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.  Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.  In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Oak Ridge Micro-Energy, Inc. as of December 31, 2008 and 2007 and
the results of operations and cash flows for the years ended December 31, 2008
and 2007 and for the period from reactivation [January 1, 1996] to December 31,
2008, in conformity with accounting principles generally accepted in the United
States of America.  /s/ Mantyla McReynolds, LLC Mantyla McReynolds, LLC Salt Lake City, Utah April 15, 2009       Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Balance Sheets December 31, 2008
December 31, 2007AssetsCurrent assetsCash
$698,509
$631,680Prepaid expenses
8,691
-Total current assets
707,200
631,680Furniture, fixtures and equipment  net
-
498,237Intangible assets  net
17,979
11,170Other long-term assets
-
2,200Total assets
$725,179
$1,143,287Liabilities and Shareholders' EquityAccounts payable
$8,937
$ 39,365Royalty payable
25,000
15,000Accrued liabilities - related parties
17,000
47,253Accrued liabilities  other
15,352
-Total current liabilities
66,289
101,618Shareholders' EquityCommon Stock - 100,000,000 authorized at $0.001 par
value, 74,091,644 issued and outstanding at December 31, 2008 and
72,591,644 issued and outstanding at December 31, 2007.
74,092
72,592Additional paid-in capital
17,538,328
17,494,828Deficit accumulated prior to development
stage
(2,319,595)
(2,319,595)Deficit accumulated during development stage
(14,633,935)
(14,206,156)Total shareholders' equity
658,890
1,041,669Total liabilities and shareholders equity
$725,179
$ 1,143,287 See Accompanying Notes
to the Financial Statements.       Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Statement of Operations December 31,
From Reactivation2008
2007
[January1, 1996] to December 31,
2008Consulting Revenues
$18,872
$-
$136,876Operating expenses:General and administrative
621,788
289,328
9,642637Research and development
50,468
114,127
1,367,096Sales and marketing
546
1,060
5,061Depreciation and amortization
37,787
177,888
792,856Total operating expenses
710,589
582,403
11,807,650Operating loss
(691,717)
(582,403)
(11,670,774)Other income/(expenses):Interest and other income
16,249
28,515
122,994Interest expense
-
-
(340,159)Gain/(loss) on sale of assets
247,689
-
(4,361,078)Gain on settlement of debt
-
-
1,615,082Total other income/(expenses)
263,938
28,515
(2,963,161)Net loss
$(427,779)
$ (553,888)
$ (14,633,935)Basic Weighted Shares Outstanding
72,649,178
73,738,522Basic Loss Per Share
$ (0.01)
$ (0.01)  See Accompanying Notes to the Financial
Statements.       Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Statement of Stockholders'
Equity Shares
Amount
Additional paid-in capital
Accumulated deficitBalance
January 1, 1996
1,215,252
1,215
5,421,856
(2,319,595)Stock
for services at $0.70
89,694
90
20,843
-Net
operating loss - December 31, 1996
-
-
-
(4,748,837)Net
operating loss - December 31, 1997
-
-
-
(111,272)Net
operating loss - December 31, 1998
-
-
-
(31,347)Net
operating loss - December 31, 1999
-
-
-
(31,347)Stock
for services at $0.32
2,970,000
2,970
28,500
-Stock
for expenses at $0.035
2,036,190
2,036
21,694
-Stock
for payment of debt at $0.018
28,444,776
28,445
146,045
-Common
stock for retirement of
preferred
stock
233,106
233
32,962
-Contributions
to capital-expenses
-
-
15,000
-Net
operating profit - December 31,
2000
-
-
-
1,473,828Return
and cancellation of common
stock
(12,000,000)
(12,000)
12,000
-Stock
for payment of debt at $0.28
525,000
525
48,191
-Stock
for cash at $2.00
60,000
60
39,940
-Net
operating loss - December 31, 2001
-
-
-
(116,761)Issuance
of common stock for all stock of Oak Ridge Micro-Energy
89,709
90
9,910
-Stock
for cash - net of costs - at $2.37
1,800,018
1,800
1,386,200
-Stock
for cash at $2.00
112,500
112
74,888
-Stock
for services at $2.00
375,000
375
61,625
-Net
operating loss - December 31, 2002
-
-
-
(697,953)Stock
for services at $0.39 average
10,041,501
10,041
1,297,249
-Stock
for cash at $1.25
195,060
195
81,080
-Net
operating loss - December 31, 2003
-
-
-
(1,666,290)Stock
for cash at $0.42 - $0.66
9,057,390
9,058
2,955,518
- See Accompanying Notes to the Financial
Statements.        OakRidge Micro-Energy,
Inc. (Development Stage Company) Consolidated Statement of Stockholders'
Equity  Stock
for services and expenses at average $0.13
17,387,892
17,388
2,318,094
-Stock
for license at $0.42
47,619
48
19,952
-Net
operating loss - December 31, 2004
-
-
-
(3,216,846)Stock
for services at $0.1114
5,040,000
5,040
1,897,961
-Sale of
common stock at $0.42
30,000
30
12,470
-Sale of
common stock at $0.20
300,000
300
59,700
-Stock
for services at $0.32
75,000
75
23,925
-Net
operating loss - December 31, 2005
-
-
-
(2,618,616)Stock
for services at $0.23
5,300,000
5,300
1,213,712
-Stock
for services at $0.20
200,000
200
40,300Stock
for services at $0.15
575,000
575
85,675Stock
for services at $0.18
177,000
177
31,506Net
operating loss - December 31, 2006
-
-
-
(1,886,827)Cancelled
shares from settlement of lawsuit
(1,786,063)
(1,786)
138,032Net
operating loss - December 31, 2007
-
-
-
(553,888)Stock
for services at $0.03
1,500,000
1,500
43,500Net
operating loss  December 31, 2008



(427,779)74,091,644
$74,092
$17,538,328
$(16,953,530)  See Accompanying Notes to the Financial
Statements.       Oak Ridge Micro-Energy, Inc. (Development Stage Company) Consolidated Statement of Cash Flows December 31
From Reactivation2008
2007
[January 1, 1996] to December 31,
2008Cash flow from operating activities:Net income/(loss)
$ (427,779)
$ (553,888)
$ (14,633,935)Adjustment to reconcile net income/(loss) to net
cash from operations:(Gain)/loss on disposal of assets
(247,689)
-
4,361,078Loss on impairment of patents
-
2,857
2,857Gain on settlement of debt
-
-
(1,615,082)Issuance of stock for expenses and services
45,000
136,246
7,301,598Depreciation and amortization
37,787
177,888
792,856(Increase)/decrease in prepaid expenses
(8,691)
-
(8,691)(Increase)/decrease) in deposits
2,200
-
-Increase/(decrease) in accounts payable/royalty
payment
(20,428)
(15,260)
413,321Increase/(decrease) in accrued liabilities
15,352
-
15,352Increase/(decrease) in accrued liabilities 
related
(30,253)
44,062
13,809Net cash from operating activities
(634,501)
(208,095)
(3,356,837)Cash Flow from investing activities:Purchase of equipment
-
-
(1,231,601)Purchase of intangible assets
(12,265)
(3,403)
(47,999)Proceeds from sale of equipment
713,595
-
713,595Net cash from investing activities
701,330
(3,403)
(566,005)Cash flow from financing activities:Proceeds from stock issued
-
-
4,621,351Net cash from financing activities
-
-
4,621,351Net change in cash and cash equivalents
66,829
(211,498)
698,509Cash and cash equivalents, beginning of
period
631,680
843,178
-Cash and cash equivalents, end of period
$698,509
$631,680
$698,509Cash paid for taxes
$0
$0Cash paid for interest
$0
$0 See Accompanying Notes to the Financial
Statements.


Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes to Consolidated Financial
Statements  Note 1  Description of Business  Oak Ridge Micro-Energy, Inc. (referred to
hereafter as the Company or Oak Ridge) was incorporated on August 15, 1986
under the laws of the state of Colorado, with the original name Vates Corp..
 Since inception, the company has completed six name changes resulting in
its present name.  With the 2002 acquisition of its sole subsidiary, Oak
Ridge Micro-Energy, Inc., a Nevada Corporation (Oak Ridge Nevada), the name of
the Company was changed from Global Acquisitions, Inc.  The Company has
changed the par value of its stock and effected four stock splits.  The
accompanying financial statements have been prepared showing the after spilt
effect with a par value of $0.001 since inception.  The Company became inactive after 1995 and
is considered to be in the development stage after that date.  The
Companys principal operation is the further development and commercialization
of the rechargeable thin-film lithium battery.   Note 2  Summary of Accounting Policies  Revenue Recognition  The Company recognizes revenues in accordance with the
Securities and Exchange Commission, Staff Accounting Bulletin (SAB) number 104,
Revenue Recognition.  SAB 104 clarifies application of U. S. generally
accepted accounting principles to revenue transactions  Revenue is recognized as products are delivered to the
customer.  That is, the arrangements of the sale are documented, the
product or service is delivered to the customer, the pricing becomes final, and
collectability is reasonably assured.  Revenue is recognized on the sale
and delivery of a product or the completion of  consulting services
provided.  Consolidation  The accompanying consolidated financial
statements include all of the accounts of Oak Ridge Micro-Energy, Inc. and its
subsidiary, Oak Ridge Nevada. All significant inter-company accounts and
transactions have been eliminated.  Income Taxes  The Company applies Statement of Financial Accounting
Standard (SFAS) No. 109, Accounting for Income Taxes, which requires the asset
and liability method of accounting for income taxes.  The asset and
liability method requires current or deferred tax consequences of all events
recognized in the financial statements are measured by applying the provisions
of enacted tax laws to determine the amount of taxes payable or refundable
currently or in future years.  Our policy is to recognize potential interest and
penalties accrued related to unrecognized tax benefits within income tax
expense.  For the year ended December 31, 2008 and 2007, we did not
recognize any interest or penalties in our Statement of Operations, nor did we
have any interest or penalties accrued in our Balance Sheet at December 31, 2008
and 2007 relating to unrecognized benefits.  Research and Development  All costs of research and development, including wages,
supplies, consultants, and depreciation on equipment used in research and
development, are expensed as incurred.   1





Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes to Consolidated Financial
Statements 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.  Furniture, Fixtures, and 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. During 2008 the Company sold all of its fixed assets.  Long Lived-Assets  The Company periodically evaluates the economic lives of
its long-lived assets and if there has been impairment in the value of the
assets a loss would be recognized in the operating statement.  Intangibles/Patents  Patent costs are capitalized for legal fees incurred in
obtaining patents and franchises in the United States of America and other
countries. Costs to develop the technology were recognized as research and
development and expensed when incurred. The Company has determined the useful
life of the patents to be 5 years. Thus, the patents are being amortized, once
issued, on a straight-line basis over a 5-year life.  Financial Instruments  TheIn accordance with SFAS No. 157, Fair Value
Measurements, the carrying amounts of financial instruments, including cash and
accounts payable, are considered by management to be their estimated fair
values.  Basic and Diluted Net Income (Loss) Per Share  In accordance with SFAS No. 128, Earnings per Share,
loss per common share is based on the weighted-average number of common shares
outstanding.  Diluted loss per share is computed using weighted average
number of common shares plus dilutive common share equivalents outstanding
during the period using the treasury stock method.  There are no common
stock equivalents outstanding, thus, basic and diluted loss per share
calculations are the same.  Statement of Cash Flows  For the purposes of the statement of cash flows, the
Company considers all highly liquid investments with maturity of three months or
less to be cash equivalents.  Financial and Concentrations Risk  The Company does not have any concentration or related
financial credit risk except that the Company maintains cash in banks over the
federally insured amounts of $250,000.  The amount in excess of federally
insured amounts as of December 31, 2008 is $238,456.  Advertising and Market Development  The Company expenses advertising and market development
costs as incurred. For the year ended December 31, 2008 and 2007, the Company
recognized $546 and $1,060, respectively, in advertising expenses.   2





Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes to Consolidated Financial
Statements Recent Accounting Pronouncements  In March 2008, the FSAB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities.  SFAS 161 is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity's financial position, financial
performance, and cash flows.  SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged.  We do not anticipate a
material impact upon adoption.  In September 2006, the FASB issues SFAS No. 157, Fair
Value Measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements.  This statement
addresses how to calculate fair value measurements required or permitted under
other accounting pronouncements.  Accordingly, this statement does not
require any new fair value measurements.  However, for some entities, the
application of the statement will change current practice.  FAS 157 is
effective January 1, 2008, except for nonfinancial assets and liabilities, which
are effective January 1, 2009.  The Company adopted SFAS 157 on January 1,
2008 for financial assets and liabilities carried at fair value on a recurring
basis, with no material impact on its consolidated financial statements.
 The Company is currently determining what impact the application of SFAS
157 on January 1, 2009 for non-recurring non-financial assets and liabilities
that are recognized or disclosed at fair value will have on its financial
statements.  In February 2007, the FASB issued SFAS No.
159, The Fair Value Option for Financial Assets and Liabilities  Including an
amendment of FASB Statement No. 115 (SFAS 159).  SFAS 159 allows entities
the option to measure eligible financial instruments at fair value as of
specified dates. Such election, which may be applied on an instrument by
instrument basis, is typically irrevocable once elected.  The Company
elected not to measure any additional financial assets or liabilities at fair
value at the time SFAS 159 was adopted on January 1, 2008.  As a result,
implementation of SFAS 159 had no impact on the Companys condensed consolidated
financial statements.  In December 2007, the FASB issued SFAS No.
141 (revised 2007), Business Combinations (SFAS 141R) and SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements, an amendment of
Accounting Research Bulletin No. 51(SFAS 160). SFAS No. 141R requires an
acquirer to measure the identifiable assets acquired, the liabilities assumed
and any noncontrolling interest in the acquiree at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable
assets acquired.  SFAS No. 160 clarifies that a noncontrolling interest in
a subsidiary should be reported as equity in the consolidated financial
statements. The calculation of earnings per share will continue to be based on
income amounts attributable to the parent. SFAS No. 141R and SFAS No. 160 are
effective for financial statements issued for fiscal years beginning after
December 15, 2008.  Early adoption is prohibited.  The SFAS No. 141(R)
will affect potential business combinations after January 1, 2009.  In December 2007, the FASB issued SFAS No.
160, Noncontrolling Interest in Consolidated Financial Statements, an amendment
of ARB No. 51 (SFAS 160). SFAS No. 160 clarifies that a noncontrolling interest
in a subsidiary should be reported as equity in the consolidated financial
statements. The calculation of earnings per share will continue to be based on
income amounts attributable to the parent. SFAS No. 141R and SFAS No. 160 are
effective for financial statements issued for fiscal years beginning after
December 15, 2008.  Early adoption is prohibited. The Company does not
expect that the adoption of SFAS 160 will have a material impact its
consolidated financial statements.  In March 2008, the FASB issued SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires enhanced
disclosures about an entitys derivative instruments and hedging activities
including: (1) how and why an entity uses derivative instruments; (2) how
derivative instruments and related hedged items are accounted for under SFAS 133
and its related interpretations; and (3) how derivative instruments and related
hedged items affect an entitys financial position, financial performance and
cash flows. SFAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with earlier
application encouraged. The Company has no derivative instruments so the
adoption of SFAS 161 is not expected to have any impact on the Companys
consolidated financial statements and it does not intend to adopt this standard
early.  3





Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes to Consolidated Financial
Statements  Recent Accounting Pronouncements (Continued)  In December 2007,May 2008 the FASB issued
released SFAS No. 141  (revised  2007) ( 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS 141R),  Business
 Combinations  162 identifies the sources of accounting principles
and SFAS No. 160 (SFAS 160),   Noncontrolling Intereststhe
framework for selecting the principles to be used in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51. SFAS 141R will
change how business acquisitions are accounted for and will impact the
preparation of financial statements both on the acquisition date and of
nongovernmental entities that are presented in subsequent periods.  SFAS
160 will change the accounting and   reporting   conformity
with generally accepted accounting principles (GAAP) in the United States (the
GAAP hierarchy). FASB believes that the GAAP hierarchy should be directed to
entities because it is the entity, not its auditor, that is responsible for
minority   interests, which will be recharacterized as noncontrolling
interests and classified as a component of equity. SFAS 141R and SFAS 160 are
effective selecting accounting principles for financial statements that are
presented in conformity with GAAP. Accordingly, FASB concluded that the Company
GAAP hierarchy should reside in the accounting literature established by the
FASB and issued this Statement to achieve that result. SFAS 162 becomes
effective 60 days following the SECs approval of the Public Accounting
Oversight Board amendment to AU Section 411.  In May 2008, the FASB issued SFAS No. 163,
Accounting for Financial Guarantee Insurance Contracts - an interpretation of
FASB Statement No. 60 (SFAS 163).  SFAS 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claim liabilities. This Statement also
requires expanded disclosures about financial guarantee insurance
contracts.  SFAS 163 is effective for fiscal years beginning January 1,
2009.  Earlyon or after December 15, 2008, and interim periods within those
fiscal years. The Company does not expect that the adoption is not permitted.
 The Company is evaluating the impact these statementsof SFAS 163 will have
a material impact on its consolidated financial statements.  Note 3  Accounting for Taxes  Below is a summary of deferred tax asset calculations on
net operating loss carry forward amounts.  Loss carry forward amounts
expire at various times through 2028.  No provision has been made in the
financial statements for income taxes because the Company has accumulated losses
from operations since reactivation.  Any deferred tax benefit arising from
the operating loss carried forward is offset entirely by valuation allowance
since it is currently not likely that the Company will be significantly
profitable in the near future to take advantage of the losses.  Description
Balance
Tax
RateNet operating loss
$10,941,481
$3,720,104
34%Valuation allowance

(3,720,104)
(34%)Deferred tax asset

$ -
0%  The valuation allowance has increased approximately
$136,825 from $3,583,279 at December 31, 2007.  The increase is due to the
benefits of current year net operating loss carry forwards.   4





Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes to Consolidated Financial
Statements  Note 3  Accounting for Taxes (Continued)  Income tax expense differs from amounts computed by
applying the statutory Federal rate to pretax income as follows: Year ended, December 312007
2006Federal statutory rate
35.0%
35.0%Effect of:State income taxes
0.0%
0.0%Change in valuation
allowance
-35.0%
-35.0%Effective tax rate
0.0%
0.0%  The Company adopted the provisions of FIN 48 on January
1, 2007. As a result of this adoption, we have not made any adjustments to
deferred tax assets or liabilities.  We did not identify any material
uncertain tax positions of the Company on returns that have been filed or that
will be filed.  The Company has not had operations and is carrying a large
Net Operating Loss as disclosed above.  Since it is not thought that this
Net Operating Loss will ever produce a tax benefit, even if examined by taxing
authorities and disallowed entirely, there would be no effect on the financial
statements. A reconciliation of our unrecognized tax benefits for 2008 is
presented in the table below:  Balance as of January 1, 2008
$
-Additions based on tax positions related to the
current year

-Additions based on tax positions related to prior
year

-Reductions for tax positions of prior years

-Reductions due to expiration of statute of
limitations

-Settlements with taxing authorities

-Balance as of December 31, 2008
$
-  Note 4  Technology License Agreement  On December 28, 2001 the Company entered
into a license and royalty agreement to further develop and market a
rechargeable thin-film lithium battery for use in a variety of applications,
such as, RFID tags for airlines and supply chain management, drug delivery
systems and implantable medical devices, and non-volatile memory backup. The
terms of the agreement included payments of $90,000 in cash and stock of the
Company (completed).  During 2007 the Company renegotiated the
minimum royalty payment to $5,000 per year.  As of December 31, 2008, the
Company had accrued a liability of $25,000 for past years minimum royalty
payments.   5





Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes to Consolidated Financial
Statements  On March 31, 2009, the Company sent a
notice of termination to the license holder.   The Company has deemed
the license unnecessary based upon a fact the Company no longer plans to
directly participate in the manufacturing process of the thin-film battery. (See
Note 10)  Note 5  Stockholders Equity  The Companys only issued and authorized
equity shares consist of common stock, par value $0.001.  Effective June 1,
2004, the Company affected a one to three forward split of its outstanding
common stock, while retaining the current par value of $0.001.  The
accompanying financial statements have been prepared retroactively showing the
after spilt effect with a par value of $0.001 since inception.  In December 2008 the Company issued
1,500,000 of common stock for services valued at $45,000.  Note 6 - Related Parties  Officers, directors, family members of the
officers and directors, and the officer and directors controlled entities have
acquired 45% of the Companys outstanding common stock.  During 2008 the Company repaid $47,253 to
related parties.  As of December 31, 2008 the Company owed related parties
$17,000 for services performed during the year.  The amount due is
non-interest bearing, unsecured, and payable on demand.   6





Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes to Consolidated Financial
Statements  Note 7  Lease Obligation  The Company has an operating lease for its office space
located in Oak Ridge, Tennessee. The rental expense for 2007 was $26,455 and
$26,768 for 2008.  Future minimum rental payments required under the
non-cancelable operating lease follows:  For the Year Ending December 31, 2009 - $11,000  As of April 2009, we have terminated our lease agreement
at the above-mentioned facility.  We have terminated our lease agreement at
the above mentioned facility.  Note 8  Patents  At December 31, 2008, the Company had capitalized patents
subject to amortization of $43,942 net of and $25,963 in accumulated
amortization. All patent costs were assessed for impairment based on their
estimated future cash flows. The Company recognized a general and administrative
expense of $0 as a loss on impairment during the year ended December 31, 2008
and $2,895 during the year ended December 31, 2007.  Amortization expense
was $5,456 and $3,055 for the years ended December 31, 2008 and 2007,
respectively.  The following is a listing of the estimated amortization
expense for the next five years: Total ExpenseFor the year ended 12/31/2009
$
5,734For the year ended 12/31/2010

4,859For the year ended 12/31/2011

3,478For the year ended 12/31/2012

2,649For the year ended 12/31/2013

632  Note 9  Sale of Assets/Leaseback  On March 10, 2008, the Company entered into
and completed an Equipment Purchase Agreement to sell its non-proprietary
research and development equipment to Planar Energy Devices, Inc. This agreement
allows the Company to have continued access to the equipment as may be needed
for prototyping and testing by potential licensees and partners for up to a
minimum of 18 months, at a price of $1,000 per month for the first six months
and at a price to be agreed upon during the next 12 months.  The total
purchase price of the equipment was $600,000, which was paid on closing.
Pursuant to SFAS 13, Accounting for Leases, the Company has determined that
substantially all of the remaining use of the property has been relinquished, in
that the present value of future minimum lease payments is less than 10% of the
fair value the equipment sold.  Therefore, the gain has been recognized
immediately.    7





Oak Ridge Micro-Energy, Inc. (Development Stage Company) Notes to Condensed Consolidated Financial
Statements  Note 10 Subsequent Events  In March 2009, the
Company signed a Letter of Intent to license its Intellectual Property.
  The Company is currently in the process of finalizing the License
Agreement and expects to announce terms and details of the agreement when the
transaction consummates.  The Company is currently involved in various
stages of negotiation with other companies about the potential of further
license agreements. As of April 2009,
we have terminated our lease agreement at the above-mentioned facility.  We
continue to maintain office space provided by our Chief Executive Officer in
Salt Lake City, UT.    8





ITEM 9: CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  None; not applicable.  ITEM 9A(T):  CONTROLS AND
PROCEDURES  Evaluation of Disclosure Controls and
Procedures  Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report.  Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures, as of the end of the
period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms and
(ii) accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding disclosure.  A controls system cannot provide absolute
assurance, however, that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.   Managements Annual Report on Internal
Control over Financial Reporting  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of
accounting principles generally accepted in the United States.   Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only
reasonable assurance of achieving their control objectives.   Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer evaluated the effectiveness of our internal control over
financial reporting as of December 31, 2007.  In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control - Integrated Framework.  Based on this evaluation, our
management, with the participation of the President and Secretary/Treasurer,
concluded that, as of December 31, 2007, our internal control over financial
reporting was effective.  This Annual Report does not include an
attestation report of our registered public accounting firm regarding internal
controls over financial reporting. Managements report was not subject to
attestation by our registered public accounting firm pursuant to the temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only managements report in this Annual Report.  Changes in Internal Control over
Financial Reporting  There have been no changes in internal
control over financial reporting.  ITEM 9B:  OTHER INFORMATION  None, not applicable.   9





PART III  ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE  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, 2008,
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.  Name
Positions Held
Date of Election or
Designation
Date of Termination or
ResignationJohn B. Bates, Ph.D.
President
Director
CEO
CTO
01/15/02
01/15/02
01/15/02
03/31/02
01/31/02
*
03/31/02
*Mark Meriwether
CEO
President
President
Director
Secretary
Treasurer
03/31/02
02/14/01
03/31/02
02/14/01
02/14/01
02/14/01
*
01/15/02
*
*
*
*  * These persons presently serve in the capacities
indicated opposite their respective names.  Background and Business Experience  Dr. John B. Bates, Ph.D.  Dr. Bates is 66 years of
age and was employed by Oak Ridge National Laboratory or ORNL for nearly 30
years.  He recently left ORNL to work on needed further development of
thin-film batteries with the goal of bringing commercializing the technology.
 Dr. Bates is named as the inventor or co-inventor on 21 patents, authored
or co-authored 60 articles and wrote three book chapters in the field of
rechargeable thin-film lithium batteries.  Awards and honors include: the
1996 Lockheed-Martin Energy Systems Inventor of the Year; the 1996 R&D 100
Award (Thin-Film Battery); the 1998 Lockheed-Martin Energy Research Corp.
Technical Achievement Award; and the 2000 Electrochemical Society Battery
Research Award.  Through his scientific achievements, Dr. Bates is
internationally recognized as the foremost authority in thin-film battery
technology.  Mark Meriwether. Mr. Meriwether is 52 years of age, and
for the past 19 years, his principal occupation has involved providing services
to public and private companies in the areas of corporate restructuring and
reorganizations, mergers and funding as an independent contractor.  Significant Employees  We have no employees who are not executive
officers, but who are expected to make a significant contribution to the
Companys business.  Family Relationships  There are no family relationships between our directors
and executive officers.   10





Directorships Held in Other Reporting
Companies  Our officers and directors hold no other positions in any
other reporting companies.  Involvement in Certain Legal Proceedings  During the past five years, no director, promoter or
control person:  · has filed a petition under federal
bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent
or similar officer appointed by a court for the business or property of such
person, or any partnership in which he was a general partner at or within two
years before the time of such filing, or any corporation or business association
of which he was an executive officer at or within two years before the time of
such filing;  · was convicted in a criminal
proceeding or named subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);  · 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 or her
from or otherwise limiting his/her involvement in any type of business,
securities or banking activities; or  · was found by a court of competent
jurisdiction in a civil action, by the Securities and Exchange Commission or the
Commodity Futures Trading 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.  Promoters and control person.  See the heading Transactions with Related Persons below
of Part III, Item 12.  Compliance with Section 16(a) of the Exchange
Act  Our shares of common stock are registered under
the Exchange Act, and therefore the officers, directors and holders of
more than 10% of our outstanding shares are subject to the provisions of
Section 16(a), which requires them to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
common stock and our other equity securities. Officers, directors and
greater than 10% beneficial owners are required by Securities and Exchange
Commission regulations to furnish us with copies of all Section 16(a)
reports they file.  Based solely upon review of the copies of such forms
furnished to us during the fiscal year ended December 31, 2008, there were
no reports required to be filed.  Code of Ethics  We have adopted a Code of Ethics, and it was attached as
Exhibit 14 to our Annual Report on Form 10-KSB for the year ended December 31,
2003. See Part IV, Item 15.  Corporate Governance  Nominating Committee  We have not established a Nominating Committee because we
have only two directors and executive officers, and we believe that we are able
to effectively manage the issues normally considered by a Nominating Committee.  If we do establish a Nominating Committee, we will
disclose this change to our procedures in recommending nominees to our board of
directors.   11





Audit Committee  We have not established an Audit Committee because we
have only two directors and executive officers and our business operations are
conducted in one facility. We believe that we are able to effectively manage the
issues normally considered by an Audit Committee.  If we do establish an Audit Committee, we will disclose
this change to our procedures in recommending nominees to our board of
directors.  ITEM 11:  EXECUTIVE COMPENSATION  All Compensation  The following table sets forth the aggregate compensation
paid by us for services rendered during the periods indicated:  Summary Compensation Table  Name and Principal Position
(a)
Year



(b)
Salary
($)


(c)
Bonus
($)


(d)
Stock Awards
($)

(e)
Option Awards
($)

(f)
Non-Equity Incentive Plan Compensation
($)
(g)
Nonqualified  Deferred Compensation
($)
(h)
All Other Compensation
($)

(i)
Total
Earnings
($)

(j)John B. Bates, CTO and Director
12/31/08
12/31/07
12/31/06
$41,458
$72,000
$60,814
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
$
$72,000
$60,814Mark L. Meriwether President Sec/Treas. &
Director
12/31/08
12/31/07
12/31/06
0
0
0
0
0
0
*
0
0
0
0
0
0
0
0
0
$   174,146
$   2,709
$   5,000
$ 174,146
$ 2,709
$ 5,000  * On March 24, 2006, pursuant to resolutions adopted by
our Board of Directors and an S-8 Registration Statement that was filed on that
date with the Securities and Exchange Commission, we issued 5,300,000 shares of
our $0.001 par value common stock to three individuals pursuant to written
compensation agreements at a price of $0.23 per share for gross aggregate
compensation of $1,219,000. Mark Meriwether, our President, Secretary and a
director, received 4,400,000 of these shares as a bonus under his Amended and
Restated Employment Agreement with us. See Part IV, Item 15.   12





Outstanding Equity Awards  Outstanding Equity Awards At Fiscal
Year-End  Name
Number of Securi-ties Underly-ing Unexer-cised
Options (#) Exercis-able
Number of Securities underlying Unexercised Options
(#) Unexercis-able
Equity Incentive Plan Awards Number of Securities
Underlying Unexercised Unearned Options (#)
Option Exer-cise Price
($)
Option Expira-tion Date
Num-ber of Shares or Units of Stock That Have Not
Vested (#)
Market Value of Shares or Units of Stock That Have
Not Vested
($)
Equity Incen-tive Plan Awards: Number of Unearn-ed
Shares, Vested Units or Other Rights That Have Not Vested (#)
Equity Incen-tive Plan Awards: Market or Payout
Value of Unearn-ed Shares, Units or Other Rights That Have Not Vested ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)John B. Bates
None
None
None
None
None
None
None
None
NoneMark L. Meriwether
None
None
None
None
None
None
None
None
None  Compensation of Directors  Director
Compensation  Name
Fees Earned or Paid in Cash ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Nonqualified Deferred Compensation Earnings
($)
All Other Compensation ($)
Total ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)John B. Bates
None
None
None
None
None
None
0Mark L. Meriwether
None
(1)
None
None
None
$174,146
$174,146  * On March 24, 2006, pursuant to resolutions adopted by
the Board of Directors and an S-8 Registration Statement that was filed on that
date with the Securities and Exchange Commission, we issued 5,300,000 shares of
its $0.001 par value common stock to three individuals pursuant to written
compensation agreements at a price of $0.23 per share for gross aggregate
compensation of $1,219,000. Mark Meriwether, our President, Secretary and a
director, received 4,400,000 of these shares as a bonus under his Amended and
Restated Employment Agreement with us. See Part IV, Item 15.   13





ITEM 12:  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  Security Ownership of Certain Beneficial
Owners  The following tables set forth the share
holdings of those persons who were principal stockholders owning 5% of more
 of our common stock as of the date of this Annual Report.  Ownership of Principal
Stockholders  Title Of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of Class(1)Common Stock
John B. Bates, Ph.D.
18,059,706
24.4%Common Stock
Mark L. Meriwether
14,798,164(2)
19.9%  (1) Percentages are based on 74,091,644 shares of common
stock outstanding at April 13, 2009.  (2) Mr. Meriwether owns 12,489,664 shares in his own
name; 60,000 shares that are in the name of Collette Meriwether; 264,000 shares
in the name of C. Dobney, maiden name of Collette Meriwether; and 784,500 shares
in the name of BC Ventures, a company that Mr. Meriwether owns.  For the purposes of this table, the
1,200,000 shares owned by Confetti Enterprises is also shown as being
beneficially owned by Mr. Meriwether, though his wife claims full ownership of
them.  Security Ownership of Management  The following table sets forth the share
holdings of our directors and executive officers as of the date of this Annual
Report:  Ownership of Officers and
Directors  Title Of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of Class(1)Common Stock
John B. Bates, Ph.D.
18,059,706
24.4%Common Stock
Mark L. Meriwether
14,798,164(2)
19.9%  (1) Percentages are based on 74,091,644 shares of common
stock outstanding at April 13, 2009.  (2) Mr. Meriwether owns 12,489,664 shares in his own
name; 60,000 shares that are in the name of Collette Meriwether; 264,000 shares
in the name of C. Dobney, maiden name of Collette Meriwether; and 784,500 shares
in the name of BC Ventures, a company that Mr. Meriwether owns.  For the
purposes of this table, the 1,200,000 shares owned by Confetti Enterprises is
also shown as being beneficially owned by Mr. Meriwether, though his wife claims
full ownership of them.  Changes in Control  There are no present arrangements or pledges of our
securities which may result in a change in control of our Company.   14





Securities Authorized for Issuance under Equity
Compensation Plans  Plan Category
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
Weighted-average exercise price of outstanding
options, warrants and rights
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)(a)
(b)
(c)Equity compensation plans approved by security
holders
None
None
NoneEquity compensation plans not approved by security
holders
None
None
NoneTotal
None
None
None  ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTORS INDEPENDENCE  Transactions with Related
Persons  As of December 31, 2008, we owed related
parties $17,000 for services performed during the year.  Except as noted above, there were no
material transactions, or series of similar transactions, during our last two
fiscal years, or any currently proposed transactions, or series of similar
transactions, to which we or any of our subsidiaries was or is to be a party, in
which the amount involved exceeded the lesser of $120,000 or 1% of the average
of our total assets at year end for the last two completed fiscal years and in
which any director, executive officer or 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, had an
interest.  Promoters and Certain Control Persons  See the heading Transactions with Related Persons
above.  Parents of the Smaller Reporting Company  We have no parents.  Director Independence  We do not have any independent directors serving on our
Board of Directors.  ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND
SERVICES  The following is a summary of the fees billed to us by
our principal accountants during the fiscal years ended December 31, 2008, and
2007:  Fee Category

2008

2007Audit Fees
$
27,500

$
10,553Audit-related Fees
$
0

$
0Tax Fees
$
0

$
0All Other Fees
$
0

$
0Total Fees
$
27,500

$
10,553  Audit Fees -Consists of fees for professional
services rendered by our principal accountants for the audit of our annual  15





financial statements and review of the financial
statements included in our Forms 10-Q or services that are normally provided by
our principal accountants in connection with statutory and regulatory filings or
engagements.  Audit-related Fees - Consists of fees for
assurance and related services by our principal accountants that are reasonably
related to the performance of the audit or review of our financial statements
and are not reported under Audit fees.  Tax Fees - Consists of fees for professional
services rendered by our principal accountants for tax compliance, tax advice
and tax planning.  All Other Fees - Consists of fees for products and
services provided by our principal accountants, other than the services reported
under Audit fees, Audit-related fees, and Tax fees above.  Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditors  We have not adopted an Audit Committee; therefore, there
is no Audit Committee policy in this regard. However, we do require approval in
advance of the performance of professional services to be provided to us by our
principal accountant. Additionally, all services rendered by our principal
accountant are performed pursuant to a written engagement letter between us and
the principal accountant.  PART IV  ITEM 15:  EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES  (a)(1)(2)    Financial Statements.
 See the audited financial statements for the year ended December 31, 2008,
contained in Part II, Item 8, which are incorporated herein by this
reference.  (a)(3)         Exhibits.
 The following Exhibits are filed as part of this Annual Report:  No.            Description  Exhibit Number
Description21

23
Subsidiaries

Consent of Mantyla McReynolds, LLC31
302 Certification of Mark Meriwether32
906 Certification  Where Incorporated In This Annual
ReportS-8 Registration Statement filed March 24,
2006**
Exhibit 99.1 Amended and  Restated
Employment Agreement of Mark Meriwether**
Part III, Item 11Form 8-A Registration Statement filed August 10,
2002**
Exhibit 3: Amended and Restated
Articles of Incorporation**
Part I, Item 110-KSB Annual Report for the year ended December
31, 2003**
Part III, Item
10  16





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

8-K Current Report dated May 10, 2004**

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

8-K/A Current Report dated December 22,
2004**
Part I, Item 1

Part I, Item 1

Part I, Item 1 and Part III, Item
11

Part I, Item 1 and Part III, Item
11 * 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 referenced for
additional information.  SIGNATURES  Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.  OAK RIDGE MICRO-ENERGY, INC.  Date:
April 15, 2009

By:
/s/Mark L. MeriwetherMark L. MeriwetherPresident and Director  Pursuant to the requirements of the
Securities Exchange Act of 1934 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:
April 15, 2009

By:
/s/Mark L. MeriwetherMark L. MeriwetherPresident and DirectorDate:
April 15, 2009

By:
/s/John B. BatesJohn B. BatesCTO and Director    17