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 March 31, 2005
                           --------------

[ ]  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 March 31, 2005
       -----              ------------------------------------

Common stock, $0.001                62,680,707

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>
                    OAK RIDGE MICRO-ENERGY, INC.
                    (Development Stage Company)
                          BALANCE SHEET
                   March 31, 2005 and December 31, 2004

                                                 unaudited
                                                   Mar 31,        Dec 31,
                                                    2005           2004
ASSETS
CURRENT ASSETS
     Cash                                      $ 1,592,252     $ 1,866,034
                                               -----------     -----------
          Total Current Assets                   1,592,252       1,866,034
                                               -----------     -----------

EQUIPMENT - net of accumulated depreciation        860,213         900,343
                                               -----------     -----------

PATENT PENDING - net of amortization                11,309          12,303
                                               -----------     -----------

DEPOSIT                                              2,200           2,200
                                               -----------     -----------
                                               $ 2,465,974     $ 2,780,880
                                               ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable-related party            $   128,890               -
     Accounts payable                               19,648         193,071
                                               -----------     -----------
          Total Current Liabilities                148,538         193,071
                                               -----------     -----------

STOCKHOLDERS' EQUITY
  Common stock
    100,000,000 shares authorized at $0.001
    par value, 62,680,707 shares issued and
    outstanding at March 31, 2004                   62,681          62,681
  Capital in excess of par value                13,991,547      13,991,547
  Accumulated deficit - note 1                 (11,736,792)    (11,466,419)
                                               -----------     -----------
          Total Stockholders' Equity             2,317,436       2,587,809
                                               -----------     -----------
                                               $ 2,465,974     $ 2,780,880
                                               ===========     ===========

The accompanying notes are an integral part of these financial statements.
                               F-1
<PAGE>
                  OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            STATEMENTS OF OPERATIONS - unaudited
   For the Three Months Ended March 31, 2005 and 2004 and the Period
January 1, 1996 (date of inception of development stage) to March 31, 2005

                                                                 Period
                                       March 31, March 31, January 1, 1996 to
                                         2005       2004     March 31, 2005

REVENUES                               $       -   $     980    $ 117,466
                                       ---------   ---------    ---------
EXPENSES
     License fees                              -           -       90,000
     Research and development             90,907      33,094      709,735
     Consultants and Administrative      144,178   2,299,770    5,164,785
     Depreciation and amortization        41,124      19,211      271,299
                                       ---------   ---------    ---------
                                         276,209   2,352,075    6,235,819
                                       ---------   ---------    ---------
NET LOSS - before other income and
  expense                               (276,209) (2,351,095)  (6,118,353)

OTHER INCOME AND EXPENSE

     Interest income                       5,836         826       35,000
     Interest expense                          -           -     (340,159)
     Loss of assets                            -           -   (4,608,767)
     Gain on settlement of debt                -           -    1,615,082
                                       ---------   ---------   ----------
NET LOSS                               $(270,373)$(2,350,269) $(9,417,197)
                                       =========   =========   ==========
NET LOSS PER COMMON SHARE

  Basic and diluted                    $   (0.06)$     (0.17)
                                       --------- -----------
AVERAGE OUTSTANDING SHARES - (stated
in 1,000's)
  Basic                                   49,434      13,682
                                       --------- -----------
  Diluted                                 57,846
                                       ---------

The accompanying notes are an integral part of these financial statements.
                               F-2
<PAGE>
                   OAK  RIDGE  MICRO-ENERGY, INC.
                    (Development Stage Company)
                STATEMENTS OF CASH FLOWS - unaudited
  For the Three Months Ended March 31, 2005 and 2004 and the Period
January 1, 1996 (date of inception of development stage) to March 31, 2005

                                        March 31, March 31, January 1, 1996 to
                                          2005      2004      March 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                            $ (270,373) $(2,350,269) $(9,417,197)
 Adjustments to reconcile net loss to
 net cash provided by operating
 activities
  Depreciation and amortization           41,124     19,211       271,299
  Changes in deposits                          -          -        (2,200)
  Changes in accounts payable            (44,533)    (6,775)      524,733
  Issuance of common stock for
   expenses and contributions to
   capital for expenses                        -  2,159,424     3,815,905
   Loss of assets                              -          -     4,608,767
   Gain on settlement of debt                  -          -    (1,615,082)
                                     -----------  ---------   -----------
   Net Cash Used in  Operations         (273,782)  (178,409)   (1,813,775)
                                     -----------  ---------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                        -    (18,571)   (1,122,940)
  Acquisition of patent pending                -          -       (19,884)
                                     -----------  ---------   -----------
                                               -    (18,571)   (1,142,824)
                                     -----------  ---------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from stock issued                    -  1,569,269     4,548,851
                                     -----------  ---------   -----------
Net change in cash                      (273,782) 1,372,289     1,592,252

Cash at Beginning of Period            1,866,034    327,678             -
                                     -----------  ---------   -----------
Cash at End of Period                $ 1,592,252 $1,699,967   $ 1,592,252
                                     ===========  =========   ===========

NON CASH FLOWS FROM OPERATING AND FINANCING ACTIVITIES

Issuance of 32,947,896 shares common stock for
services and expenses - 1996-2004                             $ 3,800,905
                                                              -----------
Issuance of 28,969,776 shares common stock for
payment of debt - 2000-2001                                       223,206
                                                              -----------
Contribution to capital - expenses                                 15,000
                                                              -----------
The accompanying notes are an integral part of these financial statements.
                               F-3
<PAGE>
                 OAK RIDGE MICRO-ENERGY, INC.
                 (Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
                       March 31, 2005

1.   ORGANIZATION

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

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

The Company is in the business to further develop and market a rechargeable
thin-film lithium battery for use in a variety of applications.  The Company
has been in the development stage since 1996.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

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

Dividend Policy

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

Income Taxes

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

On March 31, 2005, the Company had an  accumulated net operating loss
available for carryover of $5,750,093.  The  tax benefit of approximately
$1,725,000 from the loss carry forward has been fully offset by a valuation
reserve because the use of the future tax benefit is doubtful since the
Company has not started operations.  The net operating loss will expire
starting in 2014 through 2026.

Research and Development

All costs of research and development, including wages, supplies,
consultants, and depreciation on equipment used in the research and
development, are expensed as incurred.
                               F-4
<PAGE>
                        OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                          March 31, 2005


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in
accordance with accounting principles generally accepted in the United States
of America.  Those estimates and assumptions affect the reported amounts of
the assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.  Actual results could
vary from the estimates that were assumed in preparing the financial
statements.

Equipment

Equipment consists of office and other equipment used in the research and
development of the thin-film lithium battery and is being depreciated over
five and seven years using the straight line method of depreciation.

       Cost                                             $ 1,115,333
       Less accumulated depreciation                        255,120
       Long Lived-Assets                                    860,213


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

Patents Pending

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

Financial Instruments

The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding.  Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if the shares had been issued on
the exercise of any common share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the
report.
                               F-5
<PAGE>
                        OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                          March 31, 2005



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue Recognition

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

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk
except that the Company maintains cash in banks over the insured amounts of
$100,000, however, they are considered to be in banks of high quality.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred.

Other Recent Accounting Pronouncements

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

3.  LICENSE AND ROYALTY AGREEMENT

On December 28, 2001, the Company entered into a license and royalty agreement
to  further develop and market a rechargeable thin-film lithium battery for
use in a variety of applications, such as, RFID tags for airlines and supply
chain management, drug delivery systems and implantable medical devices, and
non-volatile memory backup. The terms of the agreement included payments of
$90,000 in cash and stock of the Company (completed) and the payment of a 5%
royalty on all net sales with minimum royalties to begin in 2006 as follows:

                  2006                                $20,000
                  2007                                 40,000
                  2008 and thereafter                  60,000


                               F-6
<PAGE>
                        OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                          March 31, 2005



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

On January 15, 2002 the Company acquired all of the outstanding stock of Oak
Ridge Micro-Energy, Inc., a Nevada corporation ("Oak Ridge Nevada") from its
sole stockholder John B. Bates, PhD. in a forward triangluar merger between
our newly formed wholly-owned subsidiary and Oak Ridge Nevada.  The shares of
Oak Ridge Nevada were converted into and exchanged for  approximately 29% of
the post-acquisition outstanding stock after the cancellation of certain
shares that were o1wned by Mark Meriwether, President and sole pre-acquisition
director and executive officer, and as part of the acquisition on February 13,
2002 the Company changed its name to Oak Ridge Micro- Energy, Inc.  On
February 13, 2002, the subsidiary was merged into the parent.

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

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

5.  COMMON CAPITAL STOCK

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

During 2004 the Company completed a private placement offering and sale of
8,537,653 units for $2,736,769, net of offering costs, each unit consisting
of one restricted common share and one warrant to purchase an additional
share within one year after April 15, 2004, which included commissions of
1,318,950 units.  The total number of warrants outstanding on March 31, 2005
was 8,412,390 with an exercise price of $.4167.

6.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

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

The board of directors have  authorized the issuance of 4,500,000 restricted
common shares to an officer during May, 2005 for services.  The shares  are
subject to lock-up/leak-out conditions which do not allow the shares to be
traded for a period of two years from the date of issuance, and then
commencing at the beginning of the third year from the date of issuance, no
more than one-twelfth of these shares may be traded in any monthly period for
the next two consecutive months.

An officer has made demand, non-interest bearing loans to the Company of
$128,890.
                               F-7
<PAGE>
                         OAK  RIDGE  MICRO-ENERGY, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                        December 31, 2004



7.  CONTINUING LIABILITIES

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

         Year ending December 31,

             2005                  26,400
             2006                  11,000

8.  LEGAL ACTION

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

                               F-8
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial Condition and
Results of Operations.
----------------------

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

Oak Ridge Micro-Energy is developing 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, 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 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 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 to preserve capital.  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 U. S. Government grants and research
contracts, like similar grants we have received from the Department of
Defense.  During fiscal 2004, we anticipate that we may have between 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 three full-time employees and two part-time employees.

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

Revenue.
--------

We had no revenue for our first quarter ended March 31, 2005, a decrease of
$980 from the first quarter of March 31, 2004.  We are currently receiving all
of our revenue from the sale of the thin-film battery.

Operating Expenses.
-------------------

Research and development expenses in the first quarter of calendar 2004 were
$33,094, compared to $90,907 during the first quarter of 2005.  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.

Consultants and Administrative expenses were $144,178 in the first quarter of
2005 compared to $2,299,770 in the quarter ended March 31, 2004.  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 March 31, 2004, was from the issuance of common stock to
various consultants and members of the Board of Directors, valued at
$2,130,609.

Financial Condition.
--------------------

Our interim financial data is unaudited; however, in the opinion of our
management, the interim data includes all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of (a) the
results of operations for the three-month period ended March 31, 2005 and
2004, (b) the financial position at March 31, 2005 and December 31, 2004 and
(c) cash flows for the three-month period ended March 31, 2005 and 2004, which
have been prepared by our management in conformity with accounting principles
generally accepted in the United States of America.  The financial statements
should be read in conjunction with our Company's Annual Report on Form 10-KSB
for the year ended December 31, 2004.

The results of operations for the three-month period ended March 31, 2005, are
not necessarily indicative of those to be expected for the entire year.

Our Company incurred a net loss of $270,373 and $2,350,269 for the three-month
periods ended March 31, 2005 and 2004, respectively.   The majority  of our
loss for the quarter ended March 31, 2004, resulted from the issuance of
common stock to various consultants and members of the board of directors,
valued at $2,130,609.  As of March 31, 2005, we had a shareholder's equity of
$2,317,436 and working capital of $1,443,714.  Cash totaled $1,593,252 as of
March 31, 2005.

We believe cash on hand will be sufficient to finance our current business
operations for at least the next twelve 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. 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.

Item 5. Other Information

     None; not applicable.

Item 6. Exhibits.

     Exhibits.

     31    302 Certification of Mark Meriwether

     32    906 Certification

     10-KSB Annual Report for the year ended December 31, 2004*

           * Incorporated by reference.

                            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: 5/18/05                          By/s/Mark Meriwether
                                       --------------------------------------
                                       Mark Meriwether
                                       President, CEO, Secretary/Treasurer
<PAGE>