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

                              FORM 10-QSB

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

     For the quarter ended June 30, 2004
                           -------------

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

     For the transition period from               to
                                    -------------    -------------

                        Commission File No. 000-50032
                                            ---------

                          OAK RIDGE MICRO-ENERGY, INC.
                          ----------------------------
              (Name of Small Business Issuer in its Charter)

         COLORADO                                           94-3431032
         --------                                           ----------
(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

                              275 Midway Lane
                         Oak Ridge, Tennessee 37830
                         --------------------------
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (801) 556-9928

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

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

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

          Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date:

       Class              Outstanding as of June 30, 2004
       -----              ------------------------------------

Common stock, $0.001                62,475,066

Transitional Small Business Disclosure Format (Check One):  Yes  X   No
                                                                ---   ---

<PAGE>

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          The Financial Statements of the Company required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes.  In the opinion of management,
the Financial Statements fairly present the financial condition of the
Company.
<PAGE>
<TABLE>
<CAPTION>
                    Oak Ridge Micro-Energy, Inc.
                    (Development Stage Company)
                          Balance Sheet
                           (unaudited)
                                                              June 30, 2004
                                                            -----------------
Assets
<S>                                                         <C>
Current assets:
     Cash and cash equivalents                               $ 2,548,950
                                                             -----------
          Total current assets                                 2,548,950

Furniture, fixtures, and equipment, net                          761,204

Intangible assets, net                                            10,774

Other long-term assets                                             2,200
                                                             -----------
          Total assets                                       $ 3,323,128
                                                             ===========

Liabilities and stockholders' equity

Current liabilities:
     Accounts payable                                        $   258,356
     Accrued liabilities                                          10,000
                                                             -----------
          Total current liabilities                              268,356


Stockholders' equity:
  Common stock, 100,000,000 shares
  authorized, $0.001 par value,
  62,475,066 shares issued and
  outstanding at June 30, 2004                                    62,475
  Stock subscriptions received                                    30,000
  Additional paid in capital                                  16,976,750
  Accumulated deficit                                        (14,014,453)
                                                             -----------
          Total stockholders' equity                           3,054,772
                                                             -----------
          Total liabilities and
          stockholders' equity                               $ 3,323,128
                                                             ===========


</TABLE>
The accompanying notes are an integral part or these financial statements.
                               F-1
<PAGE>
<TABLE>
<CAPTION>
                  Oak Ridge Micro-Energy, Inc.
                   (Development Stage Company)
                       Income Statement

                          (Unaudited)
                             Three Months        Six Months      Period
                                 Ended             Ended    January 1, 1996 to
                           2004       2003       2004     2003  June 30, 2004
<S>                       <C>       <C>       <C>      <C>     <C>
Revenues               $     280  $ 60,000  $     1260 $    69,676 $  117,466
                       ---------  --------  ---------- ----------- ----------
Operating expenses:
     General and
     administrative    3,312,776   899,812    5,583,730  1,051,135  7,850,520
     Research and
     development          68,868    32,858      101,963    119,518    457,163
     Sales and marketing   2,540         -       31,355          -     31,355
     Depreciation and
     amortization         33,585    21,551       52,796     44,328    154,709
                       ---------  --------  ----------- ---------- ----------
  Total operating
  expenses             3,417,769   954,221    5,769,844  1,178,971  8,493,747
                       ---------  --------  ----------- ---------- ----------
Operating income
(loss)                (3,417,489) (894,221)  (5,768,584)(1,109,295)(8,376,281)

Other income/expenses:
     Interest and other
     income                2,878       524        3,704      1,321     15,268
     Interest expense          -         -            -          -   (340,159)
     Loss of assets            -         -            -          - (4,608,767)
     Gain on settlement
     of debt                   -         -            -          -  1,615,082
                       ---------  --------  ----------- ---------- ----------
  Total other income/
  expense                  2,878       524        3,704      1,321 (3,318,576)
                       ---------  --------  ----------- ---------- ----------
Net income (loss)    $(3,414,611)$(893,697)$(5,764,880)(1,107,974)(11,694,857)
                       =========  ========  =========== ========== ==========
Earnings (loss) per share:
  Basic                $   (0.06)$   (0.03)$     (0.12) $    (0.03)
                       ========= ========= ===========  ==========
Weighted average shares
outstanding:
  Basic               54,727,436 30,442,275 49,331,436  30,398,019
  Diluted             62,414,036 38,128,875 57,018,036  38,084,619
                      ========== ========== ==========  ==========
</TABLE>
The accompanying notes are an integral part or these financial statements.
                               F-2
<PAGE>
<TABLE>
<CAPTION>
                    Oak Ridge Micro-Energy, Inc.
                    (Development Stage Company)
             Statement of Changes in Stockholders' Equity
                            (Unaudited)

                                      Six Months Ended June 30, 2004
______________________________________________________________________________
                                     Common   Stock   Additional   Accumulated
                                     Shares   Amount  Paid-in Capital Deficit
<S>                               <C>      <C>      <C>       <C>
Balance at December 31, 2003    36,187,806  $36,187 $  8,697,983 $(8,249,573)

Common stock issued for
services at $0.2455 per share    6,750,000    6,750    1,654,875           -

Common stock issued for
services at $0.40 per share        816,999      817      326,527           -

Common stock issued for
services at $0.633 per share         45,000      45       28,485           -

Common stock issued for
services at $0.816 per share        180,000     180      146,940           -

Sale of common stock at $0.417
per share, net offering costs     9,005,190    9,005   2,925,570           -

Common stock issued for
services at $0.417 per share      4,990,071    4,990   2,075,870           -

Common stock issued for
services at $.025 per share       4,500,000    4,500   1,120,500           -

Net loss                                 -        -            -  (5,764,880)
                               -----------  -------  ----------- ------------
Balance, end of period          62,475,066  $62,475  $16,976,750

</TABLE>
                               F-3
The accompanying notes are an integral part or these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                   Oak Ridge Micro-Energy, Inc.
                    (Development Stage Company)
                      Statement of Cash Flows
                           (Unaudited)
                                     Six Months Ended       Period
                                                        January 1, 1996 to
                                      2004       2003      June 30, 2004
<S>                                 <C>         <C>        <C>
Operations
 Net income (loss)                   $(5,764,880) $(1,107,745)  $(11,694,857)
 Adjustments to reconcile net income
 (loss) to net cash provided by
 operations:
  Changes in accounts payable and
  accrued liabilities                    249,039       86,413        634,549
   Changes in deposits                         -            -         (2,200)
   Depreciation and amortization          52,796       44,329        154,709
   Issuance of common stock for
   expenses and contributed to
   capital for expenses                5,370,480      809,750      6,922,179
   Loss of assets                              -            -      4,608,767
   Gain on settlement of debt                  -            -     (1,615,082)
                                     -----------    ---------    -----------
   Net cash from operations              (92,565)    (167,253)      (991,935)
                                     -----------    ---------    -----------
Investing
 Additions to furniture, fixtures and
 equipment                              (422,931)     (34,369)      (910,323)
 Additions to intangible assets                -      (82,705)       (16,367)
                                     -----------    ---------    -----------
   Net cash used for investing          (422,931)    (117,074)      (522,330)
                                     -----------    ---------    -----------
Financing
 Stock subscriptions received                  -            -         30,000
 Proceeds from stock issued            2,736,768       81,275      4,437,575
                                     -----------    ---------    -----------
   Net cash received for financing     2,736,768       81,275      4,467,575
                                     -----------    ---------    -----------
Net change in cash and equivalents     2,221,272     (203,055)     2,548,950

Cash and equivalents, beginning of
 period                                  327,678      415,361              -
                                     -----------    ---------    -----------
Cash and equivalents, end of period  $ 2,548,950    $ 212,306    $ 2,548,950
                                     ===========    =========    ===========
</TABLE>
The accompanying notes are an integral part or these financial statements.
                               F-4
<PAGE>
                   Oak Ridge Micro-Energy, Inc.
                  Notes to Financial Statements

Note 1   Description of Business and Liquidity

Oak Ridge Micro-Energy, Inc. (referred to hereafter as "the Company" or "Oak
Ridge") was incorporated on August 15, 1986 under the laws of the state of
Colorado, with the original name "Vates Corp."  Since inception, the Company
has completed six name changes resulting in its present name.  The Company has
changed the par value of its stock and effected three stock splits (see note
4).  The accompanying consolidated 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.

The interim financial data are unaudited; however, in the opinion of the
management of the Company, the interim data includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of (a) the financial position at June 30, 2004 (b) the results of
operations for the six and three-month periods ended June 30, 2004 and 2003,
(c) statement of stockholders' equity from the development stage inception to
the period ended June 30, 2004 and (d) cash flows for the six month period
ended June 30, 2004 and 2003. The financial statements should be read in
conjunction with the Company's annual report on Form 10-KSB for the year ended
December 31, 2003.

Note 2   Basic net loss per share

Basic net loss per share is computed based on the weighted average number of
common shares outstanding, after the stock splits.  Options, warrants,
convertible preferred stock, and convertible debt are included in the
calculation of diluted earnings per share, except where their effect would be
anti-dilutive.

Note 3   Technology Licensing Agreement

As a result of the acquisition of Oak Ridge Nevada (see note 5), the Company
acquired the rights to a non-exclusive license from the Department of Energy
through their licensor, UT Battelle LLC.  The license pertains to rechargeable
thin-film lithium batteries.  The initial payment was made in 2002 for
$10,000.  A second payment of $10,000 was made in the first quarter of 2003.
Additional payments of $40,000 and $20,000 in common stock based upon market
value of the Company became due July 1, 2004 and July 30, 2004, respectively.

An incremental royalty fee of five percent applies to all net sales of
products incorporating the licensed technology.

Note 4   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 effected a one
to three forward split of its outstanding common stock, while retaining the
current par value of $0.001.  The accompanying financial statements have been
prepared retroactively showing the after spilt effect with a par value of
$0.001 since inception.

During 2001, the Company received stock subscriptions of $75,000 for the
purchase of 112,500 restricted shares of common stock under a private
placement.  As of June 30, 2004, 45,000 of the shares had yet to be issued.
The Company issued the aforementioned 45,000 shares on July 29, 2004.

During the first quarter of 2004, the Company issued a combined 7,791,999
shares of its common stock to various consultants, attorneys, and members of
management for general business services.  The services were recorded at their
estimated fair value of $2,164,619 and recognized as expense during the three-
month period ending March 31, 2004.

During the second quarter of 2004, the Company issued a combined 9,490,071
shares of its common stock to various consultants, attorneys, and members of
management for general business services.  The services were recorded at their
estimated fair value of $3,205,860 and recognized as expense during the three-
month period ending June 30, 2004.
                               F-5
<PAGE>
                   Oak Ridge Micro-Energy, Inc.
                  Notes to Financial Statements

Note 4   Stockholders' Equity -continued

The Company recently completed a private placement offering.  The Company
raised a total $2,941,121, net, for the sale of 9,005,190 units (consisting of
one share of restricted stock and one warrant to purchase an additional share
within one year from April 15), including commission for the sale of these
units of 1,318,950 restricted common shares of its stock.

Note 5   Related Parties

Officers-directors (and their families) and their controlled entities have
acquired 57% of the outstanding common stock.

During the first quarter, members of the board of directors were issued a
combined 6,000,000 shares (these shares are part of the 7,791,999 discussed
under note 4) for general business services.  The services were recorded at
their estimated fair value of $1,473,000 and recognized as expense during the
three-month period ending March 31, 2004.

During the second quarter, members of the board of directors were issued a
combined 4,500,000 shares (these shares are part of the 9,490,071 discussed
under note 4) for general business services.  The services were recorded at
their estimated fair value of $1,125,000 and recognized as expense during the
three-month period ending June 30, 2004.
                               F-6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Plan of Operation.

Oak Ridge Micro-Energy is enhancing a 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 considerably 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
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, Tennessee.
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, a member of our Board of Directors, and
majority shareholder.

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 are developing prototype batteries using our current laboratory-scale
hardware.  We recently raised additional capital to acquire equipment to
manufacture thin-film batteries for pilot production requirements.  Prototype
batteries will be delivered to a variety of potential clients who desire
samples to evaluate for integration into their products.  We will likely
develop a relationship with a third party manufacturing partner when
quantities dictate.  Batteries will be shipped directly to our customers,
without the need for a distributor, in the short term.

Until such time as our Company's prospective clients have evaluated prototypes
and made commitments for commercial quantities of our product, we intend to
apply for revenue from research contracts, like similar grants we have
received from the Department of Defense. During fiscal 2004, we anticipate
that we may have at least one and four clients, and would expect that number
to grow in future years, as applications and the availability of thin-film
batteries increases.  Dr. Bates and our staff will continue to advance thin-
film technology, which will result in the creation of an intellectual property
portfolio for our Company and our shareholders.  Currently, we have made
patent applications for an improved electrolyte; a new barrier coating to help
the battery resist corrosion; to improve the performance of the battery; and
to better protect the battery from natural elements.

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

Results of Operations.

Revenue

Revenue for the second quarter of the year 2004 was $280, a decrease of 99%
over the first quarter of the year 2003.  The revenue decrease was due to the
completion of a SBIR grant during the previous fiscal year.  Up to date, we
have not received additional grants.  We currently are receiving all revenue
from the sale of prototypes of the thin-film battery.

Operating Expenses

Research and development expenses in the second quarter of 2004 were $68,868,
compared to $32,858 during the second quarter of 2003.  The increase of
research and development expenses is due the increase of the research and
development staff.  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.

Sales and marketing expenses were $2,540 in the second quarter of 2004.  Sales
and marketing costs consisted solely of press release fees.  During the prior
quarters (excluding the first quarter of 2004), sales and marketing expenses
have not been separately accounted for.

General and administrative costs were $3,312,776 in the second quarter of
2004, compared to $899,812 for the same quarter of 2003, with the latter
including sales and marketing expenses.  These charges consisted of rent,
utilities, travel expenses, legal and professional charges, and other
miscellaneous charges related to general business operations. The majority of
general and administrative expenses of the quarter ended June 30, 2004, were
from the issuance of common stock to various consultants and members of the
board of directors, valued at $3,205,860.

Financial Condition

The interim financial data are unaudited; however, in the opinion of the
management of our Company, the interim data includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of (a) the financial position at June 30, 2004 (b) the results of
operations for the six and three-month periods ended June 30, 2004 and 2003,
(c) statement of stockholders' equity from the development stage inception to
the period ended June 30, 2004 and (d) cash flows for the six month period
ended June 30, 2004 and 2003. The financial statements should be read in
conjunction with the Company's annual report on Form 10-KSB for the year ended
December 31, 2003.

The results of operations for the three-month period ended June 30, 2004, are
not necessarily indicative of those to be expected for the entire year.

Our Company incurred a net loss from continuing operations of $3,414,611 and
$893,697 for the three-month periods ended June 30, 2004 and 2003,
respectively.  The majority of our loss for the quarter ended June 30, 2004,
resulted from the issuance of common stock to various consultants and members
of the board of directors, valued at $3,205,860.  As of June 30, 2004, we had
a shareholder's equity of $3,054,772 and working capital of $2,280.594.  Cash
totaled $2,548,950 as of June 30, 2004, compared to $212,306 for June 30,
2003.  The primary difference is a result of the closing of recent U. S. and
foreign private placements of our securities in calendar 2004.

We believe cash on hand will be sufficient to finance current business
operations for at least the next twenty-four months.

Forward-Looking Statements.

Statements made in this Form 10-QSB Quarterly Report which are not purely
historical are forward-looking statements with respect to the goals, plan
objectives, intentions, expectations, financial condition, results of
operations, future performance and business of our Company, including, without
limitation, (i) our ability to gain a larger share of the thin film battery
industry, our ability to continue to develop products acceptable to the
industry, our ability to retain relationships with suppliers and distributors,
our ability to raise capital, and the growth of the thin film battery
industry, and (ii) statements preceded by, followed by or that include the
words "may", "would", "could", "should", "expects", "projects", "anticipates",
"believes", "estimates", "plans", "intends", "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our control) that could cause
actual results to differ materially from those set forth in the forward-
looking statements, including the following, in addition to those contained in
our reports on file with the Securities and Exchange Commission; general
economic or industry conditions, nationally and/or in the communities in which
we conduct business, changes in the interest rate environment, legislation or
regulatory requirements, conditions of the securities markets, changes in the
thin film battery industry, the development of products and that may be
superior to the products and services offered by our Company, demand for thin
film batteries, competition, changes in the quality or composition of our
products and services, our ability to develop new products and services, our
ability to raise capital, changes in accounting principles, policies or
guidelines, financial or political instability, acts of war or terrorism,
other economic, competitive, governmental, regulatory and technical factors
affecting our operations, products, services and prices.  Accordingly, results
actually achieved may differ materially from expected results in these
statements. Forward-looking statements speak only as of the date they are
made. We do not undertake, and specifically disclaim, any obligation to update
any forward-looking statements to reflect events or circumstances occurring
after the date of such statements.

Item 3. Controls and Procedures.
--------------------------------

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

                    Part II. Other Information

Item 1. Legal Proceedings

     None; not applicable.

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities.

     Recent Sales of Unregistered Securities
     ---------------------------------------

Shares and Consideration*                             Number of Shares
-------------------------                            ----------------
Common stock issued for
services at $0.417 per share                             4,990,071

Common stock issued for
services at $.025 per share                              4,500,000

     *  We issued these securities to persons who were "accredited
        investors" only. 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 and from
        various similar state exemptions, and with respect to the foreign
        investors, pursuant to Regulation S of the Securities and Exchange
        Commission.

Item 3. Defaults Upon Senior Securities

     None; not applicable.

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

     None; not applicable.

Item 5. Other Information

     None; not applicable.

Item 6. Exhibits and Reports on Form 8-K

     (a)   Exhibits.

     31    302 Certification of Mark Meriwether

     32    906 Certification

     10-KSB Annual Report for the year ended December 31, 2003*

           * Incorporated by reference.

     (b)   Reports on Form 8-K.

           8-K Current Report, as amended, dated May 7, 2004, regarding the
           Compromise and Settlement Agreement regarding our Regulation S
           Offering.

           8-K Current Report dated May 10, 2004, regarding a Consulting
           Agreement with Water & Gold, Inc.
<PAGE>
                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned there unto duly authorized.

                                       OAK RIDGE MICRO-ENERGY, INC.



Date: 8/19/2004                        By/s/Mark Meriwether
                                       --------------------------------------
                                       Mark Meriwether
                                       President, CEO, Secretary/Treasurer
<PAGE>