UNITED STATES
           SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                     Amendment 1 to
                       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 December 31, 2001

[ ] 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
                          December 31, 2001
                             (Unaudited)

                   ASSETS
                   ------
                                                          December 31,
                                                              2001
Current assets:                                            ----------
  Cash                                                     $    1,582
  Inventory                                                         -
  Prepaid expenses                                                  -
                                                           ----------
     Total current assets                                       1,582

Property and equipment, net of accumulated
  depreciation of $26743                                       26,348

Other assets                                                    1,600
                                                           ----------
Total assets                                               $   29,530
                                                           ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------
Current liabilities:
  Accounts payable                                         $  366,188
  Accrued legal settlement                                     65,000
  Loans from related parties                                  208,044
                                                           ----------
     Total current liabilities                                639,232

Common stock, $.001 par value, 50,000,000 shares
 authorized, 49,957,500 shares issued and outstanding          49,958
Additional paid in capital                                  2,803,145
  (Deficit) accumulated during development
   stage                                                   (3,462,805)
                                                           ----------
                                                             (609,702)
                                                           ----------
                                                           $   29,530
                                                           ==========





See accompanying notes to financial statements.




<PAGE>4
                        Micro Laboratories, Inc.
                        Statements of Operations
      Three Months and Nine Months Ended December, 2001 and 2000
                              (Unaudited)
<TABLE>
<CAPTION>
                                          Three Months Ended        Nine Months Ended
                                             December 31,              December 31,
                                          2001         2000         2001         2000
                                       ----------   ----------   ----------   ----------

                                    <c>          <c>          <c>          <c>
Sales                                  $    3,436   $        -   $    4,776   $        -
  Cost of Sales                                 -            -            -            -
                                       ----------   ----------   ----------   ----------
    Gross Profit                            3,436            -        4,776            -

Operating expenses:
  Advertising expense                           -            -            -            -
  Professional fees                             -            -            -            -
  Consulting                              319,900            -    1,335,070       42,836
  Research and development                      -            -            -            -
  Investor services                             -            -            -            -
  Depreciation expense                          -            -        2,984        1,559
  Office expenses                           1,005        3,071        1,525        3,606
  Telephone expense                         2,239          319        5,898        4,510
  Other expenses                            6,066        3,168       19,306       15,044
                                       ----------   ----------   ----------   ----------
                                          329,210        6,558    1,364,783       67,555
                                       ----------   ----------   ----------   ----------
(Loss) from operations and net (loss)  $ (325,774)  $   (6,558) $(1,360,007)  $  (67,555)
                                       ==========   ==========   ==========   ==========

Per share information:
Basic and diluted (loss)
  per common share basic                   ($0.01)      ($0.00)      ($0.03)      ($0.00)
                                       ==========   ==========   ==========   ==========
  per common share diluted                 ($0.02)      ($0.00)      ($0.08)      ($0.00)
                                       ==========   ==========   ==========   ==========
</TABLE>





See accompanying notes to financial statements.




<PAGE>5
                        Micro Laboratories, Inc.
                        Statements of Cash Flows
              Nine Months Ended December 31, 2001 and 2000
                              (Unaudited)

                                                 Nine Months Ended
                                                    December 31,
                                                 2001         2000
                                              ----------   ----------

Net income (loss)                            $(1,360,007)  $  (60,997)
  Adjustments to reconcile net income to net
  cash provided by operating activities:
    Services provided for common stock         1,310,420            -
    Depreciation and amortization                  2,984        1,559
    Loss on sale of equipment                          -            -
    Asset impairment losses                            -            -
Changes in assets and liabilities:
(Increase) decrease in:
    Prepaid expenses                               3,000            -
    Inventory                                          -            -
    Deposits                                           -            -
Increase (decrease) in:
   Accounts payable                                1,000        4,335
   Accrued legal settlement                            -            -
  Total adjustments                            1,317,404        5,894
                                              ----------   ----------
  Net cash provided by (used in)
   operating activities                          (42,603)     (55,103)

Cash flows from financing activities:
    Common stock sold for cash                         -            -
    Loans from related parties                    44,185       55,103
                                              ----------   ----------
  Net cash provided by (used in)
   financing activities                           44,185       55,103
                                              ----------   ----------
Increase (decrease) in cash                        1,582            -
Cash and cash equivalents,
 beginning of period                                   -            -
                                              ----------   ----------
Cash and cash equivalents,
 end of period                                $    1,582   $        -
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>6
                        Micro Laboratories, Inc.
                Notes to Unaudited Financial Statements
                           December 31, 2001

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, 2001
included in the Company's filing on Form 10-K.

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

The Company had an outstanding advance balance due to related parties
of $208,044 at December 31, 2001.  The advance increased by $44,185
during the nine months ended December 31, 2001.


COMMON STOCK

In September 2001, the Company issued 38,620,000 shares of restricted
common stock to its principal shareholder in exchange for rights to use
and market product formulas developed by the principal shareholder.
This transaction increased the principal shareholder's control of the
outstanding voting common stock of the Company. The formulas were
valued based upon the fair value of the common stock on the date the
transfer was approved by the parties. The values of the formulas were
considered to be totally impaired at March 31, 2002.

Also during the quarter December 31, 2001, the Company's principal
shareholder transferred an aggregate of 1,850,000 shares of common
stock to individuals and entities that had performed services for the
Company.  The Company recorded an aggregate of $303,900 of expense as a
result of these transactions, based upon the fair market value of the
shares transferred.




<PAGE>7

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 nine months ended December 31, 2001 and 2000, Micro did not
pursue any investing activities.

For the nine months ended December 31, 2001, Micro received loans from
related parties of $44,185 resulting in net cash provided by financing
activities of $44,185.

For the nine months ended December 31, 2000, Micro received loans from
related parties of $55,103 resulting in net cash provided by financing
activities of $55,103.

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>8

   - 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 $4,776 for the nine months ended December
31, 2001.   For the nine months ended December 31, 2001, Micro had a
net loss of $(1,360,007).   Operating expenses were $1,364,783 and
consisted of consulting fees of $1,335,070, $1,310,420 of which was
paid in common stock, depreciation expense of $2,984, office expenses
of $1,525, telephone expense of $5,898 and other expenses of $19,306.

Micro did not receive any revenues for the nine months ended December
31, 2000.   For the nine months ended December 31, 2000, Micro had a
net loss of $(67,555).   Operating expenses were $67,555 and consisted
of consulting fees of $42,836, depreciation expense of $1,559, office
expense of $3,606, telephone expense of $4,510 and other expenses of
$15,044.

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>9

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>10

                    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 31 - 302 Certification
(b)  Exhibit 32 - 906 Certification


    (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 8, 2004