EXPLANATORY NOTE

The consolidated financial statements in this amended Quarterly Report were restated to reflect the acquisition of Carbon Strategic Pte Ltd, a Singapore corporation, which was completed on October 8, 2013, as a recapitalization of the Company rather than a reverse acquisition of Carbon Strategic.

PART I –FINANCIAL INFORMATION

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.

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Oak Ridge Micro-Energy, Inc.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

(Unaudited)

See Accompanying Notes to the Financial Statements

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Oak Ridge Micro-Energy, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited)

See Accompanying Notes to the Financial Statements

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Oak Ridge Micro-Energy, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

See Accompanying Notes to the Financial Statements

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Oak Ridge Micro-Energy, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission.  The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’s most recent audited consolidated financial statements and notes thereto included in its December 31, 2012 financial statements.  Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

Note 2 – Use of Estimates

The preparation of condensed consolidated financial statements under GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Note 3 – Going Concern

The Company has accumulated losses since inception, has a working capital deficit and has not yet been able to generate profits from operations. Operating capital has been raised through convertible debt from a shareholder. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans are to seek additional debt or equity financing. If management is unsuccessful in these efforts, discontinuance of operations is possible. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 4 – New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.

Note 5 – Income Taxes

The Company accounts for income taxes under ASC 740-10-30.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of 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. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized.

The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its condensed balance sheet.

Income tax expense reflects the expense or benefit only on the Company’s domestic taxable income.  Income tax expense and benefit from the Company’s foreign operations are not recognized as they have been fully reserved.

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Note 6 – Net Income (Loss) Per Common Share

Basic net income (loss) per common share is based on the net income (loss) divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of unvested restricted shares or the assumed exercise of stock options (i.e., hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury stock method to the extent that such excess tax benefits are more likely than not to be realized. When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. As the Company had losses for the three month periods ended March 31, 2013, and 2012, the potentially dilutive shares were anti-dilutive and were thus not included in the net loss per share calculation.

Note 7 – Restatement of previously audited financial statements

As of May 23, 2013 the Company concluded it needed to restate its financial statements for the period ended March 31, 2013, as contained in its 10-Q Quarterly Report, filed May 15, 2013.  

The Company initially accounted for the Stock Purchase Agreement as a business combination through which it had allocated a portion of the cash proceeds to the value of intangible assets.  Further, a deferred tax liability was recorded as well as amortization of the intangible asset with a related tax benefit.  Upon further analysis and management discussion, it was determined that the Stock Purchase Agreement transaction should have been recorded as a recapitalization of Carbon Strategic, with no allocation to an intangible asset.  Additionally, an employment termination agreement had been recorded at $.05 per share, which should have been recorded at $.20 per share.  Below is a summary of changes in the accounts as a result of this restatement.

Note 8 – Subsequent Events

In connection with preparing the unaudited financial statements for the three months ended March 31, 2013, the Company has evaluated subsequent events for potential recognition and disclosure and determined that there were no subsequent events which required recognition or disclosure in the financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, AND SPECIFICALLY UNDER THIS HEADING, ARE DEEMED BY OUR COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. STOCKHOLDERS AND PROSPECTIVE STOCKHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THESE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD- LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF OUR COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF OUR COMPANY. ALTHOUGH WE BELIEVE THAT THE ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD- LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENTS, THE IMPACT OF WHICH MAY CAUSE OUR COMPANY TO ALTER OUR MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT OUR COMPANY’S RESULTS OF OPERATIONS IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY OUR COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF OUR COMPANY WILL BE ACHIEVED.

Plan of Operation

Oak Ridge

During 2013, we will continue to focus our efforts on improvements to our thin-film battery technology and the manufacturing process for our thin-film batteries.

We are now actively investigating and considering expanding the use of our mid-scale production facilities and increasing our revenue opportunities and building on the substantial technical and operational skills of our current management and consulting personnel, with a view to:

·

the potential to expand our operations and development pathway to include other complimentary battery and energy technologies;

·

the future capital requirements that would be required for any potential expansion and development opportunities;

·

the possibility of a future listing, if and when we can satisfy financial and other qualifications, of our common stock on the “UK Aim” market or the Hong Kong/EX Gem market to gain access to a wider international and institutional investor base, which may open up commercial opportunities for us.

·

How to best attract government funding for technical developments and projects and developing a specific plan to secure this funding.

The construction and assembly of our Melbourne, Florida, facilities has been completed. The boxed manufacturing lines have been put in place and are now being fitted out with the required manufacturing and packaging equipment to enable small to mid-scale commercial production of high energy batteries and solid state batteries. These facilities have also been fully equipped to allow for continued research and development of solid-state battery, high-energy battery, thermal battery and energy storage technologies.

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Our technical team based at these facilities is predominately focused on:

·

Development of commercially scalable manufacturing processes for economically viable introduction of solid-state batteries to the international market. This includes current development work in collaboration with Mesdi Systems Incorporated.

·

Design and construction of a premium performance high-energy battery and development of high-energy battery manufacturing processes and complimentary lines.

·

Initial stages of thermal battery design and construction.

Carbon Strategic

Our efforts in 2013 will focus on becoming more diversified in the sustainable forestry business.

Carbon Strategic continues to hold one of the world’s largest portfolios of REDD Carbon Credit projects. International decision making at the United Nations level with regard to REDD carbon markets and projects has been slow and considered, but continues to progress. We expect that the signatory nations to the UNFCCC will finally agree to a UN regulated REDD Carbon market by 2015. In the meantime, the International Voluntary market for REDD Carbon Credits remains flat with the price of compliance carbon credits at all time lows.

We are working towards our development as a sustainable forestry business, not just a REDD Carbon Project development business. This will build on our contact base and skill set and provides lower risk growth and development opportunities. As a sustainable forestry business, we would be involved in three distinct business development streams:

1.

REDD Carbon Project development and commercialization;

2.

Development, management and operation of new forest plantations within sustainability and carbon models; and

3.

Management of existing forests in a sustainable format.

To secure the required funding for our growth into forest development and management, we are investigating and considering various options, including:

·

Separate listing of Carbon Strategic common stock, if and when we can satisfy financial and other qualifications, on the Singapore stock exchange, Hong Kong/EX Gem market or UK AIM exchange to gain access to a wider international and institutional investor base and open up commercial opportunities for us.

·

Securing direct investment into Carbon Strategic;

·

Securing direct investment on a project basis; and

·

Developing relationships with other synergistic entities.

Results of Operations

For the three month period ended March 31, 2013 compared to the three month period ended March 31, 2012

During the three months ended March 31, 2013, we had $0 in revenue with general and administrative expenses of $279,187. These charges consisted of rent, utilities, travel expenses, legal and professional charges and other miscellaneous charges related to general business operations.  We had $282,162 in research and development for total operating expenses of $561,349.  We had interest expense of $18,205 for the three months ended March 31, 2013 for a net loss of $579,554, and a total comprehensive loss of $579,554.  For the period from inception on October 8, 2008, to March 31, 2013, we had a net loss of $2,343,841 and a total comprehensive loss of $2,270,370.

During the three months ended March 31, 2012, we had $0 in revenues with $17 attributable to general and administrative expenses for a net loss of $17 and total comprehensive loss of $443 after foreign currency translation adjustment of $426.  

Liquidity and Capital Resources

At March 31, 2013, we had $330,875 in cash; and $250,000 remaining on our loan commitment from Newmark.

We incurred a net loss of $579,554 for the quarter ended March 31, 2013.  Cash on hand totaled $330,875.  We are seeking additional debt or equity financing.  We can provide no assurances that if additional funds are needed by us that we will be able to obtain such financing.  Due to the economic downturn and a difficult financing environment, we may have to change our development plan.  We have secured a $2 million loan commitment to finance our business operations for the next 12 months from Newmark Investment Limited, our principal stockholder and the former owner of Carbon Strategic.  

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$1,750,000 has been advanced to us to date.  The terms of the loan, which is not represented by a written instrument, include interest at 6% per annum; interest shall be paid quarterly on the principal then outstanding; the initial term of the loan will be 12 months from the date of first advance or November 2, 2012; the loan can be extended for another 12 months if we require additional time; the loan facility maximum period is 24 months from the date of first advance; the total loan or part of the loan can be converted to fully paid shares of common stock of Oak Ridge at Newmark’s request at the end of loan period; and our shares issued on conversion will be at a 50% discount of the volume weighted average price (“VWAP”) of the common stock of Oak Ridge on the OTCBB or the principal nationally recognized U.S. market on which such shares of common stock publicly trade, for the 50 day VWAP prior to any such conversion, provided however, notwithstanding the foregoing, the minimum conversion price shall not be less than USD$0.20 per share, which is the approximate current trading price of our common stock that has a limited trading volume on the OTCBB under the trading symbol “OKME.”

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for the three months ended March 31, 2013.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report, or March 31, 2013.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this Quarterly Report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.  Following our acquisition of Carbon Strategic, we determined that we have material weaknesses in our controls and procedures.  We did not have in-house accounting expertise to properly account for the “reverse” merger acquisition of Carbon Strategic, which was organized in Singapore.  There was also a material weakness related to our period end consolidated closing procedures; and because of the small number of persons involved in the operations, there is a weakness regarding the segregation of duties.  We have engaged an in-house certified public accountant to address these weaknesses.

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.

Except as set forth in our 8-K Current Report dated December 21, 2012, which was filed with the Securities and Exchange Commission on December 31, 2012, we are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency.  See Item 6 for further reference to this 8-K Current Report.

To the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.

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The following is a brief description of the litigation discussed in the referenced 8-K Current Report:  On December 21, 2012, Mark L. Meriwether, our former President, who is now our Secretary and a director, was served with a civil complaint filed by Roger P. Lund, an individual and resident of Salt Lake County, Utah, as the plaintiff, in the Third Judicial District Court of Salt Lake County, State of Utah, Civil No. 120908658, naming as the defendants, the Company; Jeffrey J. Flood, our President and a director; Mr. Meriwether; the Meriwether Parties (relief defendants who may have received any funds paid to Mr. Meriwether as a result of the plaintiff’s alleged services); Oak Ridge Nevada; and David W. Floor (“Floor’), a stockholder, along with “Does 1-5,” the latter being persons whose identities were said to be unknown to the plaintiff, but who may be liable under the claims alleged by the plaintiff and who may be named in the action by the plaintiff at a later date.  The complaint has 10 causes of action, principally claiming that the plaintiff was engaged by the Company and Mr. Meriwether as a consultant; that the plaintiff performed all services required of him under such engagement, which services resulted in the acquisition of Carbon Strategic, among other benefits to the Company and Mr. Meriwether and/or that all of the defendants prevented him from completing his obligations under his consulting agreement; and that the plaintiff was entitled to receive $200,000 and 3,000,000 shares of common stock of the Company by reason of his services and the acquisition of Carbon Strategic.  In one of his causes of action, the plaintiff has claimed that Floor, Mr. Meriwether and Mr. Flood conspired in an abuse of process by allegedly having Floor bring a separate action against the plaintiff to attach the plaintiff’s rights to his claims against the defendants, thereby depriving him of the value of his services; and in another of his causes of action, he has claimed that the Company, Oak Ridge Nevada, Mr. Meriwether and Mr. Flood were unjustly enriched by his services.  The plaintiff seeks judgment for $750,000 or the amount of damages proven at trial, together with interest, punitive damages in connection with his abuse of process claims involving Floor, costs and reasonable attorney’s fees and other appropriate relief. The Company, Mr. Flood and Mr. Meriwether deny that the plaintiff is entitled to any amount from each or any of them by reason of his alleged services or alleged consulting or otherwise; and the Meriwether Parties deny that to the extent any funds paid to Mr. Meriwether by reason of the acquisition of Carbon Strategic were paid to any of them, that the plaintiff has no legal basis upon which to claim an interest in any such funds.  

The plaintiff also has claimed in one of his causes of action that Mr. Meriwether violated certain provisions of the Utah Uniform Securities Act in Mr. Meriwether’s alleged sale to the plaintiff of 140,000 shares of the Company’s common stock for $15,000, and that the plaintiff is entitled to judgment against Mr. Meriwether for treble damages or three times the $15,000 purchase price of the shares.  Mr. Meriwether denies these allegations in each and every respect.

The Company and the defendants directly associated with it or its directors and executive officers will vigorously defend this legal action and anticipate that counterclaims will be brought against the plaintiff on behalf of these defendants.  The deposition of the plaintiff has been taken; and the plaintiff has filed a Motion for a Writ of Attachment respecting shares of our common stock, based upon his claims.

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. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

None; not applicable.

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Item 6 Exhibits.

Exhibit No.                         Identification of Exhibit

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

Current Report on Form 8-K dated February 1, 2013, and filed with the Securities and Exchange Commission on February 7, 2013, regarding the services of Mesdi Systems Incorporated outlined in Part I, Item 2.

Current Report on Form 8-K dated December 21, 2012, and filed with the Securities and Exchange Commission on December 31, 2012, regarding the litigation outlined in Part II, Item 1.

Current Report on Form 8-K dated October 2, 2012, and filed with the Securities and Exchange Commission on October 9, 2012, and the amended Current Reports on Form 8-K/A filed with the Securities and Exchange Commission on October 12, 2012, December 31, 2012, and April 18, 2013, regarding the acquisition of Carbon Strategic Pte Ltd, a Singapore corporation.

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.

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