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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  


FORM 10-Q


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

  

For the quarterly period ended June 30, 2013

  

[  ] 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)

  


3046 East Brighton Place

Salt Lake City, UT 84121

 (Address of Principal Executive Offices)


(801) 201-7635

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  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.


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]





Outstanding Shares


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:  August 7, 2013 – 100,000,000 shares of common stock.


FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, references to “Oak Ridge,” the “Company,” “we,” “us,” “our” and words of similar import refer to Oak Ridge Micro-Energy, Inc., a Colorado corporation and its subsidiaries, Oak Ridge Micro-Energy, Inc., a Nevada corporation (“Oak Ridge Nevada”), and Carbon Strategic Pte Ltd, a Singapore corporation (“Carbon Strategic”), unless the context requires otherwise.


This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:


·

our ability to raise capital;

·

our ability to identify suitable acquisition targets;

·

our ability to successfully execute acquisitions on favorable terms;

·

declines in general economic conditions in the markets where we may compete;

·

unknown environmental liabilities associated with any companies we may acquire; and

·

significant competition in the markets where we may operate.


You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we file with the Securities and Exchange Commission, including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.




2





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


 

Jun 30, 2013

 

Dec 31, 2012

Assets

(Unaudited)

 

 

   Current assets

 

 

 

     Cash

$11,475

 

$165,800

     Investments

5,000

 

-

     Prepaid expenses

8,526

 

5,651

     Inventory

3,340

 

-

   Total current assets

28,341

 

171,451

 

 

 

 

   Fixed assets – net

858,058

 

758,785

   Long-term contract

318,297

 

443,297

   Deposit

11,910

 

9,117

 

 

 

 

Total assets

$1,216,606

 

$1,382,650

 

 

 

 

Liabilities and Shareholders’ Deficit

 

 

 

   Accounts payable and accruals

$208,516

 

$36,856

   Related party convertible debt

1,950,000

 

1,000,000

Total current liabilities

2,158,516

 

1,036,856

 

 

 

 

Shareholders’ Deficit

 

 

 

   Preferred stock - $0.001 par value, 10,000,000 shares

     authorized, none issued and outstanding

-

 

-

   Common Stock - $0.001 par value, 200,000,000

     shares authorized 100,000,000 issued and

      outstanding at June 30, 2013 and 100,000,000 at

      December 31, 2012

100,000

 

100,000

   Additional paid-in capital

  1,936,610

 

    1,936,610

   Deficit accumulated during the development stage

   (3,051,991)

 

  (1,764,287)

   Accumulated other comprehensive income (loss)

        73,471

 

         73,471

Total Oak Ridge shareholders’ deficit

   (941,910)

 

       345,794

 

 

 

 

Total liabilities and shareholders’ deficit

$1,216,606

 

$1,382,650






See Accompanying Notes to the Financial Statements.



4




Oak Ridge Micro-Energy, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited)


 

For the Three Months Ended June 30,

For the Six Months Ended June 30,

From Inception [October 8, 2008] to June 30,

 

2013

2012

2013

2012

2013

Revenues

 $               -   

 $            -   

 $                  -   

 $            -   

 $                      -   

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

   General and administrative

286,146

    9,210

    565,333

   9,227

2,251,580

   Research and development

394,971

-

    677,133

-

677,133

Total operating expenses

681,117

    9,210

  1,242,466

     9,227

2,928,713

Operating income/(loss)

  (681,117)

   (9,210)

  (1,242,466)

    (9,227)

      (2,928,713)

 

 

 

 

 

 

Other income/(expenses):

 

 

 

 

 

   Interest and other income

          -   

        -   

            -   

        -   

              103

   Interest expense

 (27,033)

          -   

    (45,238)

        -   

        (48,361)

   Transaction gains

           -   

13

               -   

         13

            7,795

(Loss) on sale of investment

           -   

          -   

               -   

          -   

        (82,815)

Total other income/(expenses)

   (27,033)

13

     (45,238)

          13

       (123,278)

Net income/(loss) before tax

(708,150)

  (9,197)

  (1,287,704)

  (9,214)

      (3,051,991)

   Income tax benefit

            -   

           -   

-

-

                    -   

Net loss

 $ (708,150)

 $   (9,197)

 $ (1,287,704)

 $   (9,214)

 $     (3,051,991)

Other Comprehensive Income

 

 

 

 

 

Foreign currency translation adjustment

-

-

-

       (426)

          73,471

Total Comprehensive Income (Loss)

 $ (708,150)

 $   (9,197)

 $ (1,287,704)

 $   (9,640)

 $     (2,978,520)

Basic loss per share, basic and diluted

($0.01)

($0.00)

($0.01)

($0.00)

 

Basic weighted shares outstanding, basic and diluted

100,000,000

94,130,440

100,000,000

94,130,440

 



See Accompanying Notes to the Financial Statements.




5




Oak Ridge Micro-Energy, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)


 

For the Six Months Ended June 30,

From Inception [October 8, 2008] to June 30,

 

2013

2013

2013

Cash flow from operating activities:

 

 

 

   Net income/(loss)

 $ (1,287,704)

$(9,214)

 $    (3,051,991)

   Adjustment to reconcile net income/(loss) to net cash

   from operations:

 

 

 

     Depreciation and amortization

      89,876

-

          89,876

     (Gain)/loss on sale of investments

-

-

          82,815

     Stock issued for services

-

-

       600,000

     (Increase)/decrease in inventory

     (3,340)

-

       (3,340)

     (Increase)/decrease in long-term contract

    125,000

-

     (318,297)

     (Increase)/decrease in prepaid expenses

      (2,875)

-

        (8,526)

     (Increase)/decrease in security deposit

     (2,793)

-

      (11,910)

     Increase/(decrease) in accounts payable and accruals

171,660

(3,142)

157,497

Net cash used in operating activities

   (910,176)

(12,356)

   (2,463,876)

 

 

 

 

Cash Flow from investing activities:

 

 

 

   Purchase of fixed assets

    (189,149)

-

    (947,934)

   Purchase of investments

       (5,000)

-

       (153,988)

   Proceeds from sale of investments

-

-

         75,461

Net cash used in investing activities

   (194,149)

-

     (1,026,461)

 

 

 

 

Cash flow from financing activities:

 

 

 

   Proceeds from issuance of ordinary shares

-

-

              1

   Shareholder contributions

-

-

    1,486,609

   Loan from convertible debt – related party

950,000

-

1,950,000

   Loan from related parties

-

12,277

        71,610

   Payments made on shareholder loan

-

-

        (71,610)

Net cash provided by financing activities

950,000

12,277

3,436,610

Effect of foreign exchange rate on changes in cash

-

31

        65,202

Net increase (decrease) in cash and cash equivalents

(154,325)

(48)

11,475

Cash and cash equivalents, beginning of period

       165,800

1,456

-

Cash and cash equivalents, end of period

11,475

1,408

11,475

Cash paid for taxes

$0

$0

 

Cash paid for interest

$0

$0

 






See Accompanying Notes to the Financial Statements.




6




Oak Ridge Micro-Energy, Inc.

(Development Stage Company)

Notes to Unaudited 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 and six months ended June 30, 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.




7




The tax years 2010 through 2012 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject.


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 and six month periods ended June 30, 2013, and 2012, the potentially dilutive shares were anti-dilutive and were thus not included in the net loss per share calculation.


Note 7 – Subsequent Events


In connection with preparing the unaudited financial statements for the three months ended June 30, 2013, the Company has evaluated subsequent events for potential recognition and disclosure and determined that the following subsequent events occurred and require recognition or disclosure.


Effective July 1, 2013, the Company entered into a Private Placement Subscription Agreement (the “Subscription Agreement”) whereby it sold 13,888,888 shares of its common stock comprised of “restricted securities” defined under Securities and Exchange Commission Rule 144 in consideration of an aggregate sum of $2,500,000 or approximately $0.18 per share.  Jeffrey J. Flood, the Company's President, Secretary, Treasurer and a director, is a director and 50% owner of the subscriber; he introduced the subscriber to the Company, though he did not participate in the subscriber’s Board’s decision to execute and deliver the Subscription Agreement.


On August 1, 2013, the Company entered into an Employment Agreement with its newly designated Chief Technology Officer (“CTO”).  The Employment Agreement is for a term of two years; requires substaintially all of the CTO’s working time and efforts to be related to the business of the Company; provides for annual compensation of $177,000; provides for participation in a yet to be structured stock option plan consistent with awards made to other employees of similar stature; participation in all employee benefits provided to certain other employees, including health medical and dental insurance; four weeks vacation per each year of employment; one-year non-competition provisions; termination at death, disability or for cause; and with Company indemnification for actions taken on behalf of the Company under such employment to the fullest extent allowed under the Florida Business Corporation Act, with Florida law to govern the Employment Agreement, among other provisions.


The Company has also resolved to change its name to “Oak Ridge Energy Technologies, Inc.,” to be effective on August 21, 2013.




8




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


FORWARD-LOOKING STATEMENTS


In this Quarterly Report on Form 10-Q, references to “Oak Ridge,” the “Company,” “we,” “us,” “our” and words of similar import refer to Oak Ridge Micro-Energy, Inc., a Colorado corporation and its subsidiary, Carbon Strategic Pte Ltd, a Singapore corporation (“Carbon Strategic”), unless the context requires otherwise.


This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act.  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:


·

our ability to raise capital;

·

our ability to identify suitable acquisition targets;

·

our ability to successfully execute acquisitions on favorable terms;

·

declines in general economic conditions in the markets where we may compete;

·

unknown environmental liabilities associated with any companies we may acquire; and

·

significant competition in the markets where we may operate.


You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we file with the Securities and Exchange Commission, including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.


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 complementary 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



9




fully equipped to allow for continued research and development of solid-state battery, high-energy battery, thermal battery and energy storage technologies.


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 June 30, 2013, compared to the three month period ended June 30, 2012


During the three months ended June 30, 2013, we had $0 in revenue with general and administrative expenses of $286,146. These charges consisted of rent, utilities, travel expenses, legal and professional charges and other miscellaneous charges related to general business operations.  We also had $394,971 in research and development for total operating expenses of $681,117.  We had interest expense of $27,033 for the three months ended June 30, 2013, for a net loss of $708,150, and a total comprehensive loss of $708,150.  For the period from inception on October 8, 2008, to June 30, 2013, we had a net loss of $3,051,991 and a total comprehensive loss of $2,978,520.  


During the three months ended June 30, 2012, we had $0 in revenues, with $9,210 attributable to general and administrative expenses, with $13 in transaction gains, for a net loss of $9,197 and total comprehensive loss of $9,197.


The increases in general and administrative expenses and research and development costs during the three months ended June 30, 2013, compared to the three months ended June 30, 2012, were the result of our focus on equipping and assembling our manufacturing facility in Melbourne, Florida, and research and development related to our equipment and



10




thin-film battery and other related energy technology.  None of these operations were conducted during the three months ended June 30, 2012.


For the six month period ended June 30, 2013, compared to the six month period ended June 30, 2012


During the six months ended June 30, 2013, we had $0 in revenue with general and administrative expenses of $565,333. These charges consisted of rent, utilities, travel expenses, legal and professional charges and other miscellaneous charges related to general business operations.  We also had $677,133 in research and development for total operating expenses of $1,242,466.  We had interest expense of $45,238 for the six months ended June 30, 2013, for a net loss of $1,287,704, and a total comprehensive loss of $1,287,704.


During the six months ended June 30, 2012, we had $0 in revenues, with $9,227 attributable to general and administrative expenses, for a net loss of $9,227, we had transaction gains of $13 for a net loss before foreign currency transactions of $9,214 and total comprehensive loss of $9,640, after foreign currency translation adjustment of $426.  


The increases in general and administrative expenses and research and development costs during the six months ended June 30, 2013, compared to the six months ended June 30, 2012, were the result of our focus on equipping and assembling our manufacturing facility in Melbourne, Florida, and research and development related to our equipment and thin-film battery and other related energy technology.  None of these operations were conducted during the six months ended June 30, 2012.


Liquidity and Capital Resources


At June 30, 2013, we had $11,475 in cash; and $50,000 remaining on our loan commitment from Newmark.


We incurred a net loss of $708,150 for the quarter ended June 30, 2013.  Cash on hand totaled $11,475.  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.  $1,950,000 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.”


Effective July 1, 2013, we entered into a Private Placement Subscription Agreement (the “Subscription Agreement”) whereby we sold 13,888,888 shares of our common stock comprised of “restricted securities” defined under Securities and Exchange Commission Rule 144 in consideration of an aggregate sum of $2,500,000 or approximately $0.18 per share.  Jeffrey J. Flood, our President, Secretary, Treasurer and a director, is a director and 50% owner of the subscriber; he introduced the subscriber to us, though he did not participate in the subscriber’s Board’s decision to execute and deliver the Subscription Agreement.  See Part II, Item 2.


Off-Balance Sheet Arrangements


We had no off-balance sheet arrangements for the three months ended June 30, 2013.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


Not required.




11




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 June 30, 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; however, we have engaged an in-house certified public accountant to address certain weaknesses management has recognized in our internal controls and procedures.


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.


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

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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, and it is anticipated that a hearing will be held shortly on the plaintiff’s Writ of Attachment.


Item 1A.  Risk Factors.


Not required.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


Effective July 1, 2013, we entered into a Private Placement Subscription Agreement (the “Subscription Agreement”) whereby Precept Fund Management Segregated Portfolio Corporation, of George Town, Grand Cayman, Cayman Islands (“Precept”), subscribed to purchase 13,888,888 shares of our common stock comprised of “restricted securities” defined under Securities and Exchange Commission (the “SEC”) Rule 144 in consideration of an aggregate of $2,500,000 or approximately $0.18 per shares.  Jeffrey J. Flood, our President, Secretary, Treasurer and a director, is a director and 50% owner of the subscriber; he introduced the subscriber to us, though he did not participate in the subscriber’s Board’s decision to execute and deliver the Subscription Agreement.  These shares were offered and sold pursuant to an exemption from registration under the Securities Act, under Sections 4(2) and 4(6) thereof and SEC Regulation D and SEC Rule 506 and SEC Regulation S as applicable.


Item 3. Defaults Upon Senior Securities.


None; not applicable.


Item 4. Mine Safety Disclosures.


None, not applicable.


Item 5. Other Information.


On August 1, 2013, we entered into an Employment Agreement with our newly designated Chief Technology Officer (“CTO”), Craig Nelson.  The Employment Agreement is for a term of two years; requires substaintially all of the CTO’s working time and efforts to be related to the business of the Company; provides for annual compensation of $177,000; provides for participation in a yet to be structured stock option plan consistent with awards made to other employees of similar stature; participation in all employee benefits provided to certain other employees, including health medical and dental insurance; four weeks vacation per each year of employment; one-year non-competition provisions; termination at death, disability or for cause; and with Company indemnification for actions taken on our behalf under such employment to the fullest extent allowed under the Florida Business Corporation Act, with Florida law to govern the Employment Agreement, among other provisions. 



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Item 6 Exhibits.


Exhibit No.                         Identification of Exhibit


31

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Jeffrey J. Flood, President and Director.

32

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 proved by Jeffrey J. Flood, President and Director.

101.INS

XBRL Instance Document*

101.PRE.

XBRL Taxonomy Extension Presentation Linkbase*

101.LAB

XBRL Taxonomy Extension Label Linkbase*

101.DEF

XBRL Taxonomy Extension Definition Linkbase*

101.CAL

XBRL Taxonomy Extension Calculation Linkbase*

101.SCH

XBRL Taxonomy Extension Schema*


*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.


Date:

August 14, 2013

  

By:

/s/Jeffrey J. Flood

  

  

  

  

Jeffrey J. Flood, CEO, President, Secretary, Treasurer (acting CFO) and Director


Date:

August 14, 2013

  

By:

/s/Mark Meriwether

  

  

  

  

Mark Meriwether, Vice President and Director






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