SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM
10-Q /A  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30,
2008  [  ] TRANSITION
REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT  For the transition period from
____________ to____________  Commission File No. 000-50032   OAK RIDGE MICRO-ENERGY, INC. (Exact name of Registrant as specified in
its charter)  Colorado
94-3431032(State or Other Jurisdiction of
(I.R.S. Employer Identification No.)incorporation or organization)  275 Midway Lane Oak Ridge, TN 37830 (Address of Principal Executive Offices)  (801) 556-9928 (Registrants telephone number, including
area code)  N/A (Former name, former address and former
fiscal year, if changed since last report)  Indicate by check mark whether the
Registrant has (1) filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 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. Yes [X]
No [  ]  Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act.  (Check one):  Large accelerated filer [  ]   Accelerated
filer [  ]   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]   1      APPLICABLE ONLY TO ISSUERS 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 Sections 12, 13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.  Not applicable.  APPLICABLE ONLY TO CORPORATE ISSUERS  Indicate the number of shares outstanding of each of the
Registrants classes of common stock, as of the latest practicable date:  
November 14

, 2008- 72,591,644 shares of common
stock.  PART I   Item 1.  Financial Statements  The Financial Statements of the Registrant
required to be filed with this 10-Q Quarterly Report were prepared by management
and commence below, together with related notes. In the opinion of management,
the Financial Statements fairly present the financial position of the
Registrant.  2       Oak Ridge Micro-Energy,
Inc. (Development Stage Company) Condensed Consolidated Balance Sheets  June 30, 2008
(Unaudited)
[Restated]
December 31, 2007
(Audited)AssetsCurrent assetsCash
$920,024
$631,680Prepaid expenses
12,320
-Total current assets
932,344
631,680Furniture, fixtures and equipment - net
54,948
498,237Intangible assets - net
16,954
11,170Other long-term assets
2,200
2,200Total assets
$1,006,446
$ 1,143,287Liabilities and Shareholders' EquityAccounts payable
$8,496
$ 39,365Royalty Payable
15,000
15,000Accrued liabilities - related parties
-
47,253Total current liabilities
23,496
101,618Total liabilities
23,496
101,618Shareholders' EquityCommon Stock - 100,000,000 authorized at $0.001 par
value, 72,591,644 issued and outstanding at June 30, 2008 and December 31,
2007
72,592
72,592Additional paid-in capital
17,494,828
17,494,828Deficit accumulated prior to development
stage
(2,319,595)
(2,319,595)Deficit accumulated during development stage
(14,264,87 5


)
(14,206,156)Total shareholders' equity
982,9 50
1,041,669Total liabilities and shareholders equity
$ 1,006,446
$ 1,143,287 See Accompanying Notes to the Financial Statements.  3    Oak Ridge
Micro-Energy, Inc. (Development Stage Company) Condensed Consolidated Statements of
Operations (Unaudited)   For the Three Months Ended
For the Six Months EndedJune 30,
June 30,
From Reactivation2008
2007
2008
[Restated]
2007
[January1, 1996] to June 30, 2008
[Restated]Revenues
$10,115
$-
$10,115
$-
$ 128,119Operating expenses:General and administrative
118,787
43,434
197,363
62,655
9,218,213Research and development
8,880
28,258
34,028
56,392
1,350,655Sales and marketing
-
-
409
530
4,924(Gain)/loss on disposal of assets
-
-
(189,042)
-
4,419,725Depreciation and amortization
968
45,855
34,207
91,738
789,276Total operating expenses
128,635
117,547
76,965
211,315
15,782,793Operating loss
(118,520)
(117.547)
(

66,850
)
(211,315)
(

15,654,674
)Other income/(expenses):Interest and other income
3,259
7,739
8,131
15,068
114,876Interest expense
-
-
-
-
(340,159)Gain on settlement of
debt
-
-
-
-
1,615,082Total other income/(expenses)
3,259
7,739
8,131
15,068
1,389,799Net Loss
$(115,261)
$ (109,808)
$ (58,719)
$ (196,247)
$ (14,264,87 5


)Basic Weighted Shares Outstanding
72,591,644
74,377,707
72,591,644
74,377,707Basic Loss Per Share
$ (0.01)
$ (0.01)
$ (0.01)
$ (0.01) See Accompanying Notes to the Financial
Statements   4    Oak Ridge
Micro-Energy, Inc. (Development Stage Company) Condensed Consolidated Statements of Cash
Flows (Unaudited)   June 30
From Reactivation2008
[Restated]
2007
[January 1, 1996] to June 30, 2008
[Restated]Cash flow from operating activities:Net income/(loss)
$
(58,719)
$ (196,247)
$ (14,264,875)Adjustment to reconcile net income/(loss) to net
cash from operations:(Gain)/loss on disposal of assets
(189,042)
-
4,419,725Loss on impairment of patents
-
-
2,857Issuance of stock for expenses and services
-
-
7,256,598Gain on settlement of debt
-
-
(1,615,082)Depreciation and amortization
34,207
91,738
789,276(Increase)/decrease in prepaid expenses
(12,321)
-
(12,321)(Increase)/decrease in deposits
-
-
(2,200)Increase/(decrease) in accounts payable/royalty
payment
(30,868)
(7,699)
402,881Increase/(decrease) in accrued liabilities 
related
(47,253)
19,163
(3,191)Net cash from operating activities
(303,996)
(93,045)
(3,026,332)Cash Flow from investing activities:Purchase of equipment
-
-
(1,231,601)Purchase of intangible assets
(7,660)
-
(43,394)Proceeds from sale of equipment
600,000
-
600,000Net cash from investing activities
592,340
-
(674,995)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
288,344
(93,045)
920,024Cash and cash equivalents, beginning of
period
631,680
843,178
-Cash and cash equivalents, end of period
$920,024
$750,133
$920,024Cash paid for taxes
$0
$0
$0Cash paid for interest
$0
$0
$0  5    Oak Ridge
Micro-Energy, Inc. (a Development Stage Company) Notes to Condensed Consolidated Financial
Statements    Note 1  Description of Business and Liquidity  Oak Ridge Micro-Energy, Inc. (referred to
hereafter as the Company or Oak Ridge) was incorporated on August 15, 1986,
under the laws of the state of Colorado, with the original name Vates Corp.
 Since inception, the Company has completed six name changes resulting in
its present name.  With the 2002 acquisition of its sole subsidiary, Oak
Ridge Micro-Energy, Inc., a Nevada Corporation (Oak Ridge Nevada), the name of
the Company was changed from Global Acquisitions, Inc.  The Company has
changed the par value of its stock and effected four stock splits.  The
accompanying financial statements have been prepared showing the after spilt
effect with a par value of $0.001 since inception.  The Company became inactive after 1995 and
is considered to be in the development stage after that date.  The
Companys principal operation is the further development and commercialization
of the rechargeable thin-film lithium battery.  The interim
financial data are unaudited; however, in the opinion of the management of the
Company, the interim data includes all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of (a) the financial
position at June 30, 2008, and December 31, 2007; (b) the results of operations
for the three-month and six-month periods ended June 30, 2008, and 2007; and (c)
cash flows for the six-month period ended June 30, 2008, and 2007.  The
financial statements should be read in conjunction with the Companys Annual
Report on Form 10-KSB/A for the year ended December 31, 2007. The results of operations for the
three-month and six-month periods ended June 30, 2008, are not necessarily
indicative of those to be expected for the entire year.  Note 2  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.  Note 3  Technology License Agreement  On December 28, 2001, the Company entered
into a license and royalty agreement to further develop and market a
rechargeable thin-film lithium battery for use in a variety of applications,
such as, RFID tags for airlines and supply chain management, drug delivery
systems and implantable medical devices, and non-volatile memory backup. The
terms of the agreement included payments of $90,000 in cash and stock of the
Company (completed) and the payment of a 5% royalty on all net sales with
minimum royalties were to begin in 2006 as follows:  2006
$20,0002007
$40,0002008 and thereafter
$60,000  As of June 30, 2008, the Company has paid
$5,000 in royalties and accrued a liability of $15,000.  Since the Company
is negotiating new terms to this agreement that will impact the amount owed for
2008 and thereafter, they have not accrued additional liability because it is
not likely the new agreement will require royalties until there are sales to
support the royalty payments.   6    Oak Ridge
Micro-Energy, Inc. (a Development Stage Company) Notes to Condensed Consolidated Financial
Statements    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 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.  Note 5 - 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.  Note 6  Sale of Assets/Leaseback  On March 10, 2008, the Company entered into

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

 purchase price of the equipment was $600,000,
which was paid on closing. Pursuant to FAS 13, 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 was recognized
immediately.  The Company determined it had incorrectly
accounted for the sale of assets for the periods ended March 31, 2008, and
June 30, 2008.  Management believed it had sold all of its assets, but a
component of one asset was segregated from the original sale and subsequently
sold in July.  This resulted in Property, Plant and Equipment being
understated by $54,948 as of March 31, 2008, and June 30, 2008, and the gain on
sale of assets being understated by $54,948 (See Note 8).  Note 7  Recent Accounting
Pronouncements  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 Company has not
yet determined the effect on its consolidated financial statements, if any, upon
adoption of SFAS No. 141R or SFAS No. 160.   7    Oak Ridge
Micro-Energy, Inc. (a Development Stage Company) Notes to Condensed 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.  In May 2008 the FASB released SFAS No 162,
The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies
the sources of accounting principles and the framework for selecting the
principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in 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, which is responsible for
selecting accounting principles for financial statements that are presented in
conformity with GAAP. Accordingly, FASB concluded that the 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 on or after
December 15, 2008, and interim periods within those fiscal years. The Company
does not expect that the adoption of SFAS 163 will have a material impact on its
consolidated financial statements.  Note 8 
Correction of a

n Error / Restatement  Management determined that the Company
had accounted for the sale of its assets improperly in prior periods.
 Management believed it had sold all of its assets in March 2008, but a
component of one asset was segregated from the original sale and subsequently
sold in July 2008.  For the quarters ended March 31, 2008 and June 30,
2008, the Company had understated the gain on sale of the assets by $54,948 and
had understated the balance of the remaining property, plant, and equipment on
the Companys books by $54,948.                 8    Oak Ridge
Micro-Energy, Inc. (a Development Stage Company) Notes to Condensed Consolidated Financial
Statements     Note 8  Correction of An
Error / Restatement (continued)    For the Six

From ReactivationMonths Ended

[Jan. 1, 1996] toJune 30, 2008

June 30, 2008Gain /(loss) on disposal of assetsAs previously reported
134,094

(4,474,673)Adjustment
54,948

54,948Restated amount
189,042

(4,419,725)Net income / (loss)As previously reported
(113,667)

(14,319,823)Adjustment
54,948

54,948Restated amount
(58,719)

(14,264,875)Basic earnings per shareAs previoulsy reported
(0.01)Adjustment
-Restated amount
(0.01)Furniture, fixtures, and equipmentAs previoulsy reported
-Adjustment
54,948Restated amount
54,948  9


Item 2. Managements Discussions and
Analysis of Financial Condition and 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. We plan to retain a top
IP/licensing sales and marketing company, which specializes in licensing
specialized technology to help achieve the goal of integrating the revolutionary
TFB Technology into as many applications and product lines as possible. Oak
Ridge Micro-Energy is currently in discussion with several companies seeking to
integrate our technology into their various product lines and new designs. These
companies have expressed an interest in licensing our proprietary TFB
Technology.  As an integral part of the marketing
process, we are currently considering separating the TFB Technology and
marketing divisions by assigning the TFB Technology to a wholly owned
subsidiary.  This will enable us to continue to pursue technical
advancements to our IP, as well as build a marketing division, which focuses on
licensing our TFB Technology.  We are currently searching for an IP and
license marketing firm, which specializes in reaching industry leaders in our
key target markets and providing research reports and market summaries for
exposure and marketing of our TFB Technology to the various industry markets
that we believe our TFB Technology will enhance and be in demand.   10      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.  During July 2008 the Company sold the
remaining equipment for $113,594 and recognized a gain on the sale of equipment
of $58,647.   Results of Operations  Period ended June 30, 2008, compared to
period ended June 30, 2007.  Revenue  We had $10,115 in revenue in 2008, and $0
in revenue for 2007.  Our revenue consisted of consulting agreements with
various companies.  Operating Expenses  Research and Development expenses in the
six month period ended June 30, 2008, were $34,028, compared to $56,392 during
the six month period ended June 30, 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
$197,363 in the six month period ended June 30, 2008, compared to $62,655 in the
six-month period ended June 30, 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.  Liquidity  We incurred a net loss of $58,719 for the
six-month period ended June 30, 2008. Cash on hand totaled $920,024. We believe
cash on hand will be sufficient to finance current business operations for at
least the next 12 months.  Forward-looking Statements  ALL FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN, AND SPECIFICALLY UNDER THIS HEADING, ARE DEEMED BY OUR COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. STOCKHOLDERS AND PROSPECTIVE
STOCKHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY
FORWARD-LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE
OF THESE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED HEREIN. THESE FORWARD- LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES
OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO
THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF OUR COMPANY. ASSUMPTIONS
RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS,
FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS,
AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS,
ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH
ARE BEYOND THE CONTROL OF OUR COMPANY. ALTHOUGH WE BELIEVE THAT THE ASSUMPTIONS
UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY
OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO
ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD- LOOKING
STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND
BUSINESS DEVELOPMENTS, THE IMPACT OF WHICH MAY CAUSE OUR COMPANY TO ALTER OUR
MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT
OUR COMPANYS RESULTS OF OPERATIONS IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES
INHERENT IN THE  11      FORWARD-LOOKING STATEMENTS INCLUDED HEREIN,
THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION
BY OUR COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF OUR COMPANY
WILL BE ACHIEVED.   Item 3.  Quantitative and
Qualitative Disclosures About Market Risk.  Not required of smaller reporting issuers
like us.  Item 4T.  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 defined in Rule 13a-15(e) under the
Exchange Act as of the end of the period covered by this Quarterly Report on
Form 10-Q.  In designing and evaluating the disclosure controls and
procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.  In addition, the design of
disclosure controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs.
 The design of any disclosure controls and procedures also 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.  Based on that evaluation, our chief executive officer and
chief financial officer concluded that, as of June 30, 2008, our disclosure
controls and procedures were, subject to the limitations noted above, effective
to provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules, regulations and forms, and that such information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.  Changes in internal control over financial reporting  Our management, with the participation of
the chief executive officer and chief financial officer, has concluded there
were no significant changes in our internal controls over financial reporting
that occurred during our 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 1A.  Risk
Factors.  Not required.   Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds.  None; not applicable.   Item 3. Defaults Upon Senior Securities.  None; not applicable.   Item 4. Submission of Matters to a Vote of Security
Holders.  None; not applicable.    12      Item 5. Other Information.   None; not applicable.  Item 6. Exhibits.   Exhibit No.                       Identification
of Exhibit  31


32
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act provided by Mark L. Meriwether, President and
Director.

Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
provided by Mark L. Meriwether, President and Director.   SIGNATURES  Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized  Oak Ridge Micro-Energy,
Inc.  Date:
November 14, 2008

By:
/s/Mark L. MeriwetherMark L. Meriwetherl, President and Director       13