2Q  5 Arial5! Arial5" Arial5# Arial5$ Arial5%  Arial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`@@  a@ @  b@ @  d@ @  e@ @  f@ @  g@ @  i@ @  j@ @  k@ @  l@ @  n@ @  o@ @  p@ @  r@ @  s@ @  t@ @  v@ @  w@ @  x@ @  z@ @  {@ @  |@ @  ~@ @  @ @  @ @  @ @ @ @ @  @ @  @ @ @ @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @  @  @  @  @  @ @  @@  @@  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @ @ @ @ @ @ @  @ @ @ @ @ @ @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @  @  @  @ @ @ @@ @ @@ @ @ @@  @@  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @ @  @  @ @  @ @  @  @ @  @ @  @ @  @ @ @ @ @  @ @  @  @ @  @  @ @  @ @  @ @  @ @  @  @ @  @ @  @  @ @  @ @  @ @  @  @ @  @  @ @  @ @  @ @  @ @  @ @  @ @  q@' q@' q@'q0*1'OAK RIDGE MICRO-ENERGY, INC. AND SUBSIDIARY 'CONSOLIDATED BALANCE SHEET'as of December 31, 2002 'ASSETS^December 31, 2002'Current assets:$' Cash and cash equivalents"$ 415,361$ ' Total current assets "415,361- 'Furniture, fixtures, and equipment, net "435,325 'Other assets:!' Intangible assets, net "12,979' Other assets "2,200' Total assets"$ 865,865+'LIABILITIES AND STOCKHOLDERS' DEFICIT'Current liabilities:' Accounts payable"$ 63,461' Accrued liabilities "10,082)' Total current liabilities "73,5438'Commitments and contingencies (see notes 3 and 7)'Stockholders' equity:7' Common stock, 100,000,000 shares authorized,8 ' $0.001 par value, 8,650,415 shares issued and<!' outstanding at December 31, 2002, (see note 8 for0"' information on effective stock split) ""8,6504#' Stock subscriptions received (see note 8) #"30,000%$' Additional paid in capital$"7,336,955+%' Accumulated deficit (see note 1)%"(6,583,283)*'' Total stockholders' equity '"792,322:)' Total liabilities and stockholders' equity)"$ 865,865O,'The accompanying notes are an integral part of the consolidated financial-'statements.3/'OAK RIDGE MICRO-ENERGY, INC. AND SUBSIDIARY+0'CONSOLIDATED STATEMENTS OF OPERATIONSL1'for the Years Ended December 31, 2002 and 2001 and for the Period fromS2'January 1, 1996 (date of inception of development stage) to December 31, 20024^Period from5^January 1, 6^1996 to7^December 31,7^December 31,7^December 31, 8^2002 8^2001 8^2002:'Revenues:"$ 4,570:"$ -:"$ 4,570#<'Operating costs and expenses:(=' Research and development ="123,871 ="97,500 ="221,3710>' Selling, general, administrative?' and other ?"559,696 ?"19,261 ?"684,087-@' Depreciation and amortization @"27,721@"- @"27,721-B' Total operating costs and expenses B"711,288 B"116,761 B"943,170D'Operating lossD"(706,718)D"(116,761)D"(938,609)E'Other income (expense): F' Interest expenseF"-F"-F"(340,159))G' Interest and other income G"8,765G"- G"8,765*H' Loss on disposal of assetsH"-H"-H"(4,608,767)*I' Gain on settlement of debtI"-I"-I"1,615,082'K' Total other income (expense) K"8,765K"-K"(3,330,755)M' Net lossM"$(697,953)M"$(116,761)M"$(4,263,688)(O'Basic and diluted weighted average"P'shares outstanding (in 000s) P"8,261 P"7,761+R'Net loss per common share - basic and S'diluted S"$(0.08) S"$(0.02)OV'The accompanying notes are an integral part of the consolidated financialW'statements.3Y'OAK RIDGE MICRO-ENERGY, INC. AND SUBSIDIARY#Z'(a Development Stage Company)@['CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITYK\'for the Period from January 1, 1996 (date of inception of development!]'stage) to December 31, 2002_^Preferred Stock_^Preferred Stock_^Common Stock_^Common Stock_^Additional_^Accumulated `^Shares `^Amount `^Shares `^Amount`^Paid-in Capital`^ Deficit a'Balanceb'January 1, 1996b"331,950  b"$33,195 b"405,084 b"$ 405b"$5,422,666b"$(2,327,295)d'Issuance ofe'common stockf'for services at g'$.07g"-g"- g"29,898g"30 g"20,903g"-i'Net operatingj'loss for the yeark'ended December 31, l'1996l"-l"-l"-l"-l"-l"(4,748,837)n'Net operating losso'for the year endedp'December 31, 1997p"-p"-p"-p"-p"-p"(111,272)r'Net operating losss'for the year endedt'December 31, 1998t"-t"-t"-t"-t"-t"(31,347)v'Net operating lossw'for the year endedx'December 31, 1999x"-x"-x"-x"-x"-x"(31,347)z'Issuance of common{'stock for services|'at $0.0032|"-|"- |"990,000 |"990 |"30,480|"-~'Issuance of common'stock for expenses'at $0.0035"-"- "678,730 "679 "23,051"-'Issuance of common'stock for settlement'of debt at $0.0018"-"- "9,481,592 "9,481 "165,009"-'Issuance of common'stock for retirement'of preferred'stock "(331,950)"(33,195) "77,702"78 "33,117"-'Contributions to 'capital"-"-"-"- "15,000"-'Net income'for the year ended'December 31, 2000"-"-"-"-"-"1,473,829 'Balance'December 31, 2000 "-  "$- "11,663,006 "$11,663"$5,710,226"$(5,776,269)O'The accompanying notes are an integral part of the consolidated financial'statements.3'OAK RIDGE MICRO-ENERGY, INC. AND SUBSIDIARY#'(a Development Stage Company)A'CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITYK'for the Period from January 1, 1996 (date of inception of development!'stage) to December 31, 2002^Preferred Stock^Preferred Stock^Common Stock^Common Stock^ Additional^Accumulated ^Shares ^Amount^Shares ^Amount ^Paid-in Capital  ^Deficit 'Balance'December 31, 2000"- "$ -"11,663,006"$11,663 "$5,710,226"$(5,776,269)'Return and'cancellation of'common stock"-"-"(4,000,000) "(4,000) "4,000"-'Issuance of common'stock for payment'of debt at $0.032"-"- "175,000 "175 "48,541"-'Issuance of common'stock for cash at '$0.20"-"- "20,000"20 "39,980"-'Net loss"-"-"-"-"-"(116,761) 'Balance'December 31, 2001"-"-"7,858,006 "$ 7,858"$5,802,747"$(5,893,030)'Issuance of common'stock for'acquisition of Oak'Ridge Micro-Energy, 'Inc."-"- "29,903"30 "9,970"-'Sale of common stock,'net of offering costs'at $0.237"-"- "600,006 "600"1,387,400"-'Sale of common stock,'net of offering costs'at $0.20"-"- "37,500"37 "74,963"-'Issuance of common'stock for services"-"- "125,000 "125 "61,875"-'Net loss"-"-"-"-"-"(697,953)'Balance at December'31, 2002"-"-"8,650,415 "$ 8,650"$7,336,955"$(6,583,283)O'The accompanying notes are an integral part of the consolidated financial'statements.3'OAK RIDGE MICRO-ENERGY, INC. AND SUBSIDIARY+'CONSOLIDATED STATEMENTS OF CASH FLOWSL'for the Years Ended December 31, 2002 and 2001 and for the Period fromS'January 1, 1996 (date of inception of development stage) to December 31, 2002^Period from^January 1, ^1996 to^December 31,^December 31,^December 31, ^2002 ^2001 ^2002+'Cash flows from operating activities:' Net income (loss)"$(697,953)"$(116,761)"$(4,263,688).' Adjustments to reconcile net income)' (loss) to net cash provided by*' (used in) operating activities:-' Depreciation and amortization "27,721"- "27,7215' Issuance of common stock for services "62,000"- "153,133*' Loss on disposal of assets"-"-"4,608,767*' Gain on settlement of debt"-"-"(1,615,082).' Increase (decrease) from changes in,' operating assets and liabilities:' Other assets "(2,200)"- "(2,200),' Accounts payable and accrued' liabilities "70,325 "5,252 "439,735.' Net cash provided by (used in)$' operating activities"(540,107)"(111,507)"(651,614)+'Cash flows from investing activities:/' Purchases of furniture, fixtures and' equipment"(462,363)"-"(462,363)(' Purchase of intangible assets"(13,662)"-"(13,662)3' Issuance of stock to a related party for' settlement of debt"- "48,716 "48,7165' Net cash used in investing activities"(476,025) "48,716"(427,309)+'Cash flows from financing activities:1' Proceeds from issuance of common stock"1,418,000 "40,000"1,493,0001' Proceeds from issuance of common stock' subscription"- "75,000 "40,000.' Net cash provided by financing' activities"1,418,000 "115,000"1,533,000+'Increase in cash and cash equivalents "411,868 "3,493 "415,361,'Cash and cash equivalents at beginning 'of year "3,493"-"-.'Cash and cash equivalents at end of year"$ 415,361"$ 3,493"$ 415,361''Supplemental schedule of non-cash)'investing and financing activities:+'Acquisition of Oak Ridge Micro-Energy 'in exchange for stock "$ 10,000 "- "-O 'The accompanying notes are an integral part of the consolidated financial 'statements. 6Sheet1 6Sheet2 6Sheet3d_ Arial  O4!*d"""dFM3FM3 PropertyWK3WK3 Property  E CE ECuE qECMHdrE