UNITED STATES
           SECURITIES AND EXCHANGE COMMISSION

                  Washington, D.C. 20549
                       FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
     15(d)OF THE SECURITIES AND EXCHANGE ACT OF
     1934 For the Quarter ended June 30, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
     OF THE EXCHANGE ACT
     For the transition period         to
                               ------    ------

       Commission file number -  000-28787

              Micro Laboratories, Inc.
    (Exact name of Registrant as specified
             in its charter)
<TABLE>

                         <c>                           <c>
  NEVADA                                            05-049-4587
 (State or other (Primary Standard Industrial    (I.R.S. Employer
jurisdictions      Classification Code Number)  Identification number)
of incorporation
or organization

                      29 Lakeside Drive,
                   Johnston, Rhode Island               02919
          (Address of principal executive offices)    (Zip Code)
</TABLE>
       Telephone:  (401) 949-3562
   (Registrant's telephone number,
     including area code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding twelve months (or such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to file such filing requirements for the past
thirty days.

Yes    x      No
    ------       ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report:

    49,957,500 Shares of Common Stock
               (Title of Class)

Transitional Small Business Disclosure Format
    Yes           No    x
       -------       -------



<PAGE>2
             Micro Laboratories, Inc.

PART I:  Financial Information

         ITEM 1 - Financial statements

         ITEM 2 - Management's' discussion and
                    analysis of financial
                    condition and results of
                    operations

         ITEM 3 - Controls and Procedures

PART II:      Other Information

         ITEM 6 - Exhibits and Reports on Form 8-K








<PAGE>3

                  PART I
         Item 1. Financial Statements:

                        Micro Laboratories, Inc.
                             Balance Sheet
                             June 30, 2004

                   ASSETS
                   ------

                                                            June 30,
                                                              2004
Current assets:                                            ----------
  Cash                                                     $    2,603
                                                           ----------
     Total current assets                                       2,603

Property and equipment, net of accumulated
  depreciation of $53,091                                           -
Other assets                                                    2,013
                                                           ----------
Total assets                                               $    4,616
                                                           ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------
Current liabilities:
  Accounts payable                                         $  381,557
  Accrued legal settlement                                     65,000
  Loans from related parties                                  281,980
                                                           ----------
     Total current liabilities                                728,537

Common stock, $.001 par value, 50,000,000 shares
  authorized, 49,957,500 shares issued and outstanding         49,958
Additional paid in capital                                  3,174,460

  (Deficit)                                                (3,948,339)
                                                           ----------
                                                             (723,921)
                                                           ----------
                                                           $    4,616
                                                           ==========





See accompanying notes to financial statements.




<PAGE>4
                        Micro Laboratories, Inc.
                        Statements of Operations
               Three Months Ended June 30, 2004 and 2003


                                                    Years Ended
                                                      June 30,
                                                 2004         2003
                                              ----------   ----------
Sales                                         $   13,139   $    7,474
  Cost of Sales                                    1,952        1,324
                                              ----------   ----------
  Gross Profit                                    11,187        6,150

Operating expenses:
  Advertising expense                                  -            -
  Professional fees                                4,900        4,400
  Rent paid to related parties                     1,800            -
  Depreciation & amortization                         80        2,668
  Office expenses                                    224        2,262
  Telephone expense                                    -        1,989
  Other expenses                                   1,548        4,044
                                              ----------   ----------
                                                   8,552       15,363
                                              ----------   ----------
(Loss) from operations and net (loss)         $    2,635   $   (9,213)
                                              ==========   ==========

Per share information:
Basic and diluted (loss)
  per common share                            $        -   $        -
                                              ==========   ==========
Weighted average shares outstanding                    -            -
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>5
                       Micro Laboratories, Inc.
                       Statements of Cash Flows
                 Three Months June 30, 2004 and 2003

                                                    Years Ended
                                                      June 30,
                                                 2004         2003
                                              ----------   ----------

Net income (loss)                             $    2,635   $   (9,213)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation and amortization                     80        2,668
Changes in assets and liabilities:
  (Increase) decrease in:
   Other assets                                        -            -
  Increase (decrease) in:
    Accounts payable                                   -            -
                                              ----------   ----------
  Total adjustments                                   80        2,668
  Net cash provided by (used in)
   operating activities                            2,715       (6,545)

Cash flows from financing activities:
    Loans (paid back) received to related parties   (673)      10,245
                                              ----------   ----------
  Net cash provided by (used in)
   financing activities                             (673)      10,245
                                              ----------   ----------

Increase (decrease) in cash                        2,042        3,700
Cash and cash equivalents,
 beginning of period                                 560          277
                                              ----------   ----------
Cash and cash equivalents,
 end of period                                $    2,603   $    3,977
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>6
                        Micro Laboratories, Inc.
                        Statements of Cash Flows
               Three Months Ended June 30, 2004 and 2003


                                                    Years Ended
                                                      June 30,
                                                 2004         2003
                                              ----------   ----------
Cash paid for interest                        $        -   $        -
Cash paid for income taxes                    $        -   $        -





See accompanying notes to financial statements.






<PAGE>7
                        Micro Laboratories, Inc.
                 Notes to Unaudited Financial Statements
                             June 30, 2004


Basis of presentation

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions incorporated in
Regulation SB of the Securities and Exchange Commission.  Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments and accruals) considered necessary for
a fair presentation have been included.

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The
accompanying financial statements should be read in conjunction with
the Company's financial statements for the year ended March 31, 2004
included in the Company's filing on Form 10-K.

Basic loss per share was computed using the weighted average number of
common shares outstanding.

The Company had an outstanding advance balance due to related parties
of $281,980 at June 30, 2004.  The advance decreased by $673 during the
three months ended June 30, 2004.





<PAGE>8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Trends and Uncertainties. Demand for Micro's products will be dependent
on, among other things, general economic conditions, which are cyclical
in nature. Inasmuch as a major portion of Micro's activities is the
receipt of revenues from the sale of its products, Micro's business
operations may be adversely affected by its competitors and prolonged
recessionary periods.

Capital and Source of Liquidity. Micro currently has no material
commitments for capital expenditures.

For the three months ended June 30, 2004 and 2003, Micro did not pursue
any investing activities.

For the three months ended June 30, 2004, Micro paid back loans from
related parties of $673 resulting in net cash used in financing
activities of $673.

For the three months ended June 30, 2003, Micro received loans from
related parties of $10,245 resulting in net cash provided by financing
activities of $10,245.

On a long-term basis, liquidity is dependent on commencement of
operations as discussed above, receipt of revenues, additional
infusions of capital and debt financing.

Micro believes that additional capital and debt financing in the short
term will allow Micro to increase its marketing and sales efforts and
become a fully operational corporation thereafter resulting in
increased revenue and greater liquidity in the long term. However,
there can be no assurance that Micro will be able to obtain additional
equity or debt financing in the future, if at all.

Results of Operations. Micro is accurately classified as a development
stage corporation and has conducted startup and development operations
that include:
   - completed photo shoots, created corporation logos, brochures,
sales literature, product labels and packaging design, UPCs
   - prepared the product line of six items for distribution roll out



<PAGE>9

   - completed negotiations with three large distributors to include
west coast, mid west, and New England to represent and sell the
Company's product lines to national chains.

Micro received revenues of $13,139 for the three months ended June 30,
2004. For the three months ended June 30, 2004, Micro had a net income
of $2,635.   Operating expenses were $8,552 and consisted of
professional fees of $4,900, rent paid to related parties of $1,800,
depreciation expense of $80, office expenses of $224 and other expenses
of $1,548.

Micro received revenues for the three months ended June 30, 2003. For
the three months ended June 30, 2003, Micro had a net loss of $(9,213).
Operating expenses were $15,363 and consisted of professional fees of
$4,400, depreciation expense of $2,668, office expense of $2,262,
telephone expense of $1,989 and other expenses of $4,044.

Plan of Operation.   Micro is in the development stage and has not
conducted any significant operations to date or received any material
operating revenues. Micro has experienced problems, delays, expenses
and difficulties sometimes encountered by an enterprise in Micro's
stage of development, many of which are beyond Micro's control. These
include, but are not limited to, unanticipated problems relating to
additional costs and expenses that may exceed current estimates,
competition, product development and acceptance; and lack of
distribution channels.

Micro intends to market its products and services utilizing cash made
available from the private sale of its securities and operations.

Micro's management is currently looking for an acquisition candidate
and is of the opinion that the proceeds of the sales of its securities
and future revenues will not be sufficient to pay its expenses for the
next twelve months. Advances from its president will be required to
continue the minimal operations of Micro.



<PAGE>10

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our
chief executive officer and chief financial officer, conducted an
evaluation of our "disclosure controls and procedures" (as defined in
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c))
within 90 days of the filing date of this quarterly report on Form
10QSB (the "Evaluation Date").  Based on their evaluation, our chief
executive officer and chief financial officer have concluded that as of
the Evaluation Date, our disclosure controls and procedures are
effective to ensure that all material information required to be filed
in this quarterly report on Form 10QSB has been made known to them in a
timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the Evaluation Date set forth above.







<PAGE>11

                    PART II
               OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

    Not applicable.

ITEM 2.  CHANGES IN SECURITIES.

    Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

    Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
          SECURITY HOLDERS.

    Not applicable.

ITEM 5.  OTHER INFORMATION.

    Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibit 99 - Certification pursuant to
                  18 U.S.C. Section 1350

    (b)  Not applicable.




               SIGNATURE

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.


/s/ Robert Thistle
----------------------------
Robert Thistle, President


August 16, 2004