FORM 10-KSB

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

             [X] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended: 3/31/04
                                      OR
             [ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR
                 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from            to

                      Commission file number-000-28787

                            Micro Laboratories, Inc.
           Exact name of Registrant as specified in its charter)


       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)


                         Telephone:  (401) 949-3562
           (Registrant's telephone number, including area code)


Securities registered pursuant to
     Section 12(b) of the Act:         None

Securities registered pursuant to
     Section 12(g) of the Act:         Common Stock, $.001 par value


Check whether the Company (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that the Company was
required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.

Yes __x__   No  _____

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

[x]

The Company's revenues for its most recent fiscal year were $27,628.



<PAGE>2

The number of shares outstanding of Company's class of common
stock, as of March 31, 2004 was 49,957,500 shares of its $.001 par
value common stock.

Check whether the Issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

Yes  ____   No  _____

No documents are incorporated into the text by reference.

Transitional Small Business Disclosure Format (check one)

Yes  ____   No  __x__



<PAGE>3

                                PART I

ITEM 1.    BUSINESS - General

Business of Corporation.  The operations and objectives of the
Corporation are to produce, market and distribute a line of oral
Spray vitamins, trade name "Micro SprayT".  Micro intends to produce,
market and distribute an additional product line of, minerals, herbs
and other oral absorption products in the United States and the
international market.  Therefore, Micro's financial viability will
depend almost exclusively on Micro's ability to generate revenues from
its operation, and the production of the above product lines.  Micro
will not have the benefit of reducing its financial risks by relying on
revenues derived from other operations.

Competition.  There is significant competition in the vitamin, minerals
and nutritional supplement industry. Micro will compete with
established companies and other entities (many of which possess
substantially greater resources than Micro). Almost all of the
companies with which Micro will compete are substantially larger, have
more substantial histories, backgrounds, experience and records of
successful operations, greater financial, technical, marketing and
other resources, more employees and more extensive facilities than
Micro now has, or will in the foreseeable future. It is also likely
that other competitors will emerge in the near future. There is no
assurance that Corporation will compete successfully with other
established vitamin, minerals and nutritional supplement manufacturers.
Micro shall compete on the basis of quality in addition to a price
basis. Inability to compete successfully might result in increased
costs, reduced yields and additional risks to the investors herein

Employees.   Micro has no employees.

Governmental Regulation.  Micro is not subject to governmental
regulation other those regulations, which apply to manufacturing.
Micro will need to meet the requirements of the Food and Drug
Administration for food processing standards.

Seasonal Nature of Business Activities. Micro's operations shall not
be seasonal.

Products.  Micro currently has six different nutritional health
products. All natural ingredients are used in each product. The price
of the products range from retail pricing of approximately $7.00 to
$40.00 and wholesale prices of $5.00 to $20.00. Micro's products are:
Adult Multiple Vitamin, Children's Multiple Vitamin, Vitamin B-12,
Adult B-Complex with C, Children's B-Complex with C, Zinc plus Vitamin
C.

The nutritional supplement industry is not regulated by the Food and
Drug Administration.    The Food and Drug Administration has tried
unsuccessfully in the past to pass legislation labeling vitamins as
drugs.  Due to this position, Micro does not publish any information
that could be considered as "prescribing".  The Corporation attempts
to cooperate with this agency whenever possible and seeks professional
legal counsel experienced and specializing in Food and Drug
Administration matters.



<PAGE>4

The Food and Drug Administration prohibits any companies from providing
information to the customer as to what the product is for and why it
works. The Food and Drug Administration views that if the marketer is
making any suggestions or claims as to what the product is for then
that is considered prescribing and as such the product is a drug.  If
the product is determined to be a drug, then it needs to be licensed as
one and available only as a prescription item. The Food and Drug
Administration has tried unsuccessfully in the past to pass legislation
labeling vitamins as drugs. Due to this position, Micro does not
publish any information that could be considered as "prescribing".

Micro SprayT Delivery System. Micro has developed "Micro SprayT", a
delivery system in the form of a spray that is sprayed directly onto
the mouth in the form of a fine mist.  Micro SprayT enters the delicate
tissue of the mouth and is absorbed into the bloodstream and
assimilated throughout the body.   Micro SprayT consists of vitamins
and nutrients in an aqueous solution that is delivered through a non-
aerosol pump.

In-house studies have determines that Micro SprayT, derived from
vegetable sources, increases the quantity of nutrients that enter into
the bloodstream, provides proper nutrient levels and increases the rate
at which a nutrient is absorbed.

Current Industry Background and Delivery Systems.   The metabolism of
Nutrients consist of four important steps: digestion, assimilation,
utilization and excretion.  Digestion takes place in either the stomach
where the fluids are acidic, or the small intestines where the fluids
are alkaline.  The proper balance of acid levels in these vital organs
is crucial to the digestion process, yet as people age, increasingly
less of these fluids are produced and as a result, the level of
nutrient absorption is decreased.

NBC's Today Show reported that when a variety of name brand vitamins
were tested, 36% of the vitamin pills failed to disintegrate quickly
enough to be absorbed into the bloodstream. In order to combat this
problem, tablet manufacturers often attach a catalyst (chelator) to the
minerals that will aid in the digestion process, however, normally up
to 80% of the tablet can become chelator and only 20% of the content is
actually pure mineral.  In addition, minerals are typically unstable
and easily destroyed in the digestive tract and the acid in the stomach
can actually deactivate enzymes before they reach the site of optimal
activity.  To counter this difficulty, manufacturers enteric-coat
pancreatic and other similar acid sensitive ingredients to prevent
destruction in the stomach.  The coating must be resistant to acid in
the stomach, yet dissolve in the alkaline environment of the small
intestine.  As individuals vary greatly in the levels of acid in their
stomachs and the alkaline levels of their small intestines, if coatings
are improperly balanced or designed in a generic environment, the
supplement will be wasted.

Assimilation takes place primarily in the small intestines where
adverse effects can result from a multitude of factors. Some nutrients
react to one another and compete for absorption.  Some even require
that your body secretes special proteins as carriers before being
absorbed, while others are best absorbed when fat and oils are induced
into the body's diet as a carrier. The result of assimilation
complications is known to cause, among other ailments, unpleasant side



<PAGE>5

effects such as nausea and gastrointestinal discomfort.  In addition,
digestive organs such as the liver, kidneys and stomach are taxed
unnecessarily, as the nutrients do not always break down and might not
offer the body any nutritional value.

Manufacturing.  Micro will package its product line. Most packaging
will be done in house, some will be done by independent packaging
companies across the nation. Micro supplies the packaging Corporation
with the finished product in measured-premixed form, so that a measured
amount can be inserted into the vials by the packaging corporation.
The vials are filled, labeled and packaged for distribution.  Micro
will offer variations of their product for private label.

Service and Support.  Micro guarantees its products to 100%
satisfaction.  If a customer is not satisfied with the product for any
reason, the product will be replaced or the price refunded.

ITEM 2.    PROPERTIES.

Micro's executive offices are located at 29 Lakeside Drive, P.O. Box
19296, Johnston, Rhode Island 02919. These offices consist of 400
square feet for office, product development, product testing and is
leased at the rate of $600 per month.

ITEM 3.    LEGAL PROCEEDINGS.

Micro was named as a defendant in legal action alleging breach of
fiduciary duties.  Micro intended to vigorously defend this action and
no provision had been made in the financial statements related to this
claim.  The case was settled during the year ended March 31, 2004 and a
final settlement agreement is being considered by the trial judge.  The
final settlement agreement is not expected to result any liability
against Micro.

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

No matters were submitted to a vote of the Company's security holders,
through the solicitation of proxies.




<PAGE>6
                               PART II


ITEM 5.    MARKET FOR COMPANY'S COMMON EQUITY AND
           RELATED STOCKHOLDER MATTERS

Micro common stock is traded in the over-the-counter market and listed
on the NASDAQ Bulletin Board under the symbol "MLAR-BB.

The following table sets forth the range of high ask and low bid
quotations for Micro's common stock for the quarter ended as of the
dates set forth below since commencement of trading (July 8, 1998), as
reported by the OTC Bulletin Board.   The quotations represent inter-
dealer prices without retail markup, markdown or commission, and may
not necessarily represent actual transactions.

       Quarter Ended              High Ask          Low Bid

             6/30/01                 $.35              $.20
             9/30/01                 $.20              $.20
            12/31/01                 $.20              $.20
             3/31/02                 $.20              $.025
             6/30/02                 $.20              $.025
             9/30/02                 $.025             $.025
            12/31/02                 $.06              $.025
             3/31/03                 $.06              $.025
             6/30/03                 $.02              $.02
             9/30/03                 $.05              $.05
            12/30/03                 $.05              $.05
             3/31/04                 $.06              $.06


ITEM 6.   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.

Micro is no longer a development stage corporation.   Agreements have
been reached to provide key personnel in the areas of marketing and
sales.    An agreement has been reached with three large distributors
to include the west coast, mid west and New England.  Preliminary
market research was conducted to arrive at the flavorings for the Micro
SprayT product line.  Micro sent a representative to the National
Association of Chain Drug Stores (NACDS) trade convention in
Philadelphia, PA also the packaging show in Chicago Ill.   Micro uses a
target marketing approach for the distribution of its Micro SprayT
product line.

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

For the year ended March 31, 2004 and 2003, Micro did not pursue any
investing activities.



<PAGE>7

For the year ended March 31, 2004, Micro received loans from related
parties of $32,214 resulting in net cash provided by financing
activities of $32,214.

For the year ended March 31, 2003, Micro received loans from related
parties of $41,046 resulting in net cash provided by financing
activities of $41,046.

On a long term basis, liquidity is dependent on continuation of
operations as discussed above, receipt of revenues, additional
infusions of capital and debt financing.  Micro believes that it
requires additional capital and debt financing in the short term will
allow Micro to continue its marketing and sales efforts and continue as
a fully operational corporation 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 has conducted operations that include:

   - completed photo shoots, created corporate logos, brochures, sales
literature, product labels and packaging design, UPCs

   - prepared the product line of six items for distribution roll out

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

Micro has only received minimal revenues since inception.

For the year ended March 31, 2004, Micro had operating expenses of
$65,919 and had a net loss of $43,993.   These operating expenses
consisted of advertising expense of $10, professional fees of $18,936,
depreciation expense of $9,997, office expenses of $5,556, rent paid to
related party of $7,200, telephone expense of $7,356 and other expenses
of $16,864.

For the year ended March 31, 2003, Micro had operating expenses of
$74,884 and had a net loss of $65,592 resulting in a loss per common
share.   These operating expenses consisted of advertising expense of
$7,475, professional fees of $21,450, depreciation expense of $7,524,
office expenses of $5,882, rent paid to related party of $7,200,
telephone expense of $7,471 and other expenses of $17,882.

Going Concern.   Micro began operation in August 8, 1997 and there is
no assurance that it will reach profitability. Since its inception,
Micro has been principally engaged in product and service development.
As shown in the accompanying financial statements, Micro has incurred
net operating losses of $43,993 and $65,592 for the years ended March
31, 2004 and 2003, respectively.

Micro has a stockholders' deficit of $726,556 and a working capital
deficiency of $728,649 at March 31, 2004. Numerous problems, many of
which are beyond the Company's control, are frequently experienced by
companies in this period of development - marketing and customer
support problems, difficulty in dealing with competition, lack of
familiarity on the part of customers and suppliers, and technical
obsolescence. There can be no assurance that commercial viability can

<PAGE>8

be demonstrated for Micro's products and services, and there can be no
assurance that Micro will ever achieve profitability on a sustained
basis, if at all.

Micro's status as a going concern is dependent on its ability to
successfully implement a marketing plan and generate sufficient
revenues to operate on a profitable basis, continued financial support
by officers and major shareholders and raising of additional funds for
working capital. The financial statements do not include any
adjustments that might be necessary should Micro be unable to continue
as a going concern.

Plan of Operation. Micro has not conducted any significant operations
to date or received any material operating revenues.  Micro may
experience 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 and competition.

Controls and Procedures.   Robert Thistle, Chief Executive Officer and
Mary Nelson, Chief Financial Officer of Micro have made an evaluation
of the disclosure controls and procedures relating to the annual report
on Form 10KSB for the year ended March 31, 2004 as filed with the
Securities and Exchange Commission and have judged such controls and
procedures to be effective as of March 31, 2004 (the evaluation date).

There have not been any significant changes in the internal controls of
Micro or other factors that could significantly affect internal
controls relating to Micro since the evaluation date.




<PAGE>9

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
Board of Directors and Stockholders
Micro Laboratories, Inc.

We have audited the balance sheet of Micro Laboratories, Inc. as of
March 31, 2004, and the related statements of income, changes in
stockholders' equity, and cash flows for each of the two years in the
period then ended.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial position of Micro
Laboratories, Inc. as of March 31, 2004, and the results of its
operations and cash flows for each of the two years in the period then
ended, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 5 to
the financial statements, the Company has suffered recurring losses
from operations and has substantial deficits of stockholders' equity
and working capital, which raise substantial doubts about its ability
to continue as a going concern.  Management's plans in regard to these
matters are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.



James E. Scheifley & Associates, P.C.
Certified Public Accountants

Dillon, Colorado
June 27, 2004




<PAGE>10
                        Micro Laboratories, Inc.
                             Balance Sheet
                             March 31, 2004

                   ASSETS
                                                            March 31,
                                                              2004
                                                           ----------
Current assets:
  Cash                                                     $      560
                                                           ----------
    Total current assets                                          560

Property and equipment, net of accumulated
 depreciation of $53,091                                            -

Other assets                                                    2,093
                                                           ----------
Total assets                                               $    2,653
                                                           ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                         $  381,557
  Accrued legal settlement                                     65,000
  Loans from related parties                                  282,652
                                                           ----------
    Total current liabilities                                 729,209

  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)                                                (3,950,974)
                                                           ----------
                                                             (726,556)
                                                           ----------
                                                           $    2,653
                                                           ==========





See accompanying notes to financial statements.




<PAGE>11
                        Micro Laboratories, Inc.
                        Statements of Operations
                   Years Ended March 31, 2004 and 2003


                                                    Years Ended
                                                     March 31,
                                                 2004         2003
                                              ----------   ----------
Sales                                         $   27,628   $   13,044

  Cost of Sales                                    5,702        3,752
                                              ----------   ----------
  Gross Profit                                    21,926        9,292

Operating expenses:
  Advertising expense                                 10        7,475
  Professional fees                               18,936       21,450
  Rent paid to related parties                     7,200        7,200
  Depreciation & amortization                      9,997        7,524
  Office expenses                                  5,556        5,882
  Telephone expense                                7,356        7,471
  Other expenses                                  16,864       17,882
                                              ----------   ----------
                                                  65,919       74,884
                                              ----------   ----------
(Loss) from operations and net (loss)         $  (43,993)  $  (65,592)
                                              ==========   ==========

Per share information:
Basic and diluted (loss) per common share     $        -   $        -
                                              ==========   ==========

Weighted average shares outstanding           49,957,500   49,957,500
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>12
                        Micro Laboratories, Inc.
              Statement of Changes in Stockholders' Equity
                   Years Ended March 31, 2004 and 2003
<TABLE>
<CAPTION>
                                                  Additional
                         Common        Stock       Paid-in     Retained
       ACTIVITY          Shares       Amount       Capital     Earnings       Total
                        ----------   ----------   ----------   ----------   ----------

                         <c>        <c>           <c>         <c>             <c>
Balance, March 31, 2002 49,957,500   $   49,958   $3,174,460  $(3,841,389)  $(616,971)

Net (loss) for the year
 ended March 31, 2003            -            -            -      (65,592)    (65,592)
                        ----------   ----------   ----------   ----------   ----------
Balance, March 31, 2003 49,957,500       49,958    3,174,460   (3,906,981)   (682,563)

Net (loss) for the year
 ended March 31, 2004            -            -            -      (43,993)    (43,993)
                        ----------   ----------   ----------   ----------   ----------
Balance, March 31, 2004 49,957,500   $   49,958   $3,174,460  $(3,950,974)  $(726,556)
                        ==========   ==========   ==========   ==========   ==========
</TABLE>





See accompanying notes to financial statements.




<PAGE>13
                        Micro Laboratories, Inc.
                        Statements of Cash Flows
                   Years Ended March 31, 2004 and 2003


                                                    Years Ended
                                                     March 31,
                                                 2004         2003
                                              ----------   ----------

Net income (loss)                             $  (43,993)  $  (65,592)
  Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                  9,997       11,920
Changes in assets and liabilities:
(Increase) decrease in:-
    Other assets                                       -         (600)
Increase (decrease) in:
    Accounts payable                               2,065       13,304
                                              ----------   ----------
      Total adjustments                           12,062       24,624
                                              ----------   ----------

Net cash provided by (used in) operating
 activities                                      (31,931)     (40,968)

Cash flows from financing activities:
    Loans from related parties                    32,214       41,046
                                              ----------   ----------
Net cash provided by (used in) financing
 activities                                       32,214       41,046
                                              ----------   ----------

Increase (decrease) in cash                          283           78
Cash and cash equivalents,
 beginning of period                                 277          199
                                              ----------   ----------
Cash and cash equivalents,
 end of period                                $      560   $      277
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>14
                        Micro Laboratories, Inc.
                        Statements of Cash Flows
                   Years Ended March 31, 2004 and 2003


                                                    Years Ended
                                                     March 31,
                                                 2004         2003
                                              ----------   ----------

Cash paid for interest                        $        -   $        -
Cash paid for income taxes                    $        -   $        -





See accompanying notes to financial statements.







<PAGE>15
                        Micro Laboratories, Inc.
                     Notes to Financial Statements
                             March 31, 2004


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Micro Laboratories, Inc. ("the Company") was incorporated as a Nevada
Company on August 8, 1997. Micro Laboratories, Inc. is developing and
marketing of a line of oral spray vitamins, nutrients, herbs and other
oral absorption products as well as gel capsules, etc. in the United
States and international market. The financial statements and notes are
representations of the Company's management, who is responsible for
their integrity and objectivity. The accounting policies of the Company
are in accordance with generally accepted accounting principles.

Inventories

Inventories consist of chemicals and product packaging. Inventories are
stated at the lower of cost, determined on the first-in, first-out
(FIFO) method, or market. As of March 31, 2001 the inventory was
considered to be impaired with no value. During the years ended March
31, 2003 and 2004, limited amounts of inventory were used for product
sales, however no adjustment has been made to the carrying value of
inventory previously written off.

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Concentration of Credit Risk

The Company occasionally maintains deposits in excess of federally
insured limits. Statement of Financial Accounting Standards No. 105
identifies these items as a concentration of credit risk requiring
disclosure regardless of the degree of risk.

Patents, Formulas and Trademarks

Patents, formulas and trademarks are recorded at cost and are amortized
over a period of 15 years using the straight-line method. During the
year ended March 31, 2002, because the company had not generated net
income or positive cash flow from operations, formulas and trademarks
were considered to be impaired and were written down to a carrying
value of $1,000.  The Company paid $600 for patent application fees
during the year ended March 31, 2003.



<PAGE>16

Property, Equipment, and Depreciation

Fixed assets are stated at cost. Expenditures for major renewals and
betterments that extend the useful lives of fixed assets are
capitalized. Upon retirement of other disposition, the cost and related
accumulated depreciation are removed from the account and the resulting
gain or loss is reflected in results of operations. Expenditures for
maintenance and repairs are charged to expense as incurred.
Depreciation is provided primarily by the use of the straight-line
method over estimated useful lives of 7 years for furniture and
fixtures, 5 to 7 years for machinery and equipment and 3 years for
computer software.

Revenue Recognition

Revenue is recognized upon when products are shipped. Sales to date
have not been significant.  The Company has not experienced product
returns, and therefore has not established a reserve for warranty
claims or sales returns.

Advertising Costs

Advertising costs are charged to operations and are expensed as
incurred. The total amount charged to expense for the years ended March
31, 2004 and 2003 was $10 and $7,475, respectively.

Income Taxes

The Company has adopted Financial Accounting No. 109, "Accounting for
Income Taxes" (FAS 109). Under the provisions of FAS 109, an entity
recognized deferred tax assets and liabilities for the future tax
consequences of events that have been previously recognized in the
Company's financial statements or tax returns. The measurement of
deferred tax assets and liabilities is based on provisions of the
enacted tax law; the effects of future changes in tax laws or rates are
not anticipated. The adoption of FAS 109 did not have an effect on the
Company's financial statements.

Net Income (Loss) Per Share

Primary net income (loss) per share is determined by dividing net
income (loss) by the weighted average number of common shares and
dilutive common shares outstanding during the year.

New Accounting Pronouncements

In May 2003, the FASB issued Financial Accounting Standard No. 150,
"Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity" (SFAS 150). SFAS 150 establishes standards
for how a company classifies and measures certain financial instruments
with characteristics of both liabilities and equity.  It requires that
a company classify a financial instrument that is within the scope as a



<PAGE>17

liability (or an asset in some circumstances).  SFAS 150 is effective
for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003.  The Company does not expect the
adoption of SFAS 150 to have an impact on its financial position or
operating results.

In April 2003, the FASB issued Statement of Financial Accounting
Standard No. 149, "Amendment of Statement 133 on Derivative Instruments
and Hedging Activities" (SFAS 149). SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities
under FASB Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities". SFAS 149 is generally effective for contracts
entered into or modified after June 30, 2003 or hedging relationships
designated after June 30, 2003.  The Company does not expect the
adoption of SFAS 149 to have an impact on its financial position or
operating results.

In January 2003, the FASB issued FASB Interpretation ("FIN") No. 46,
Consolidation of Variable Interest Entities, which requires variable
interest entities (commonly referred to as SPEs) to be consolidated by
the primary beneficiary of the entity if certain criteria are met.  FIN
No. 46 is effective immediately for all new variable interest entities
created or acquired after January 31, 2003.  The adoption of this
statement does not impact the Company's historical or present financial
statements, as the Company has not created or acquired any variable
interest entities, nor does it expect to in the future.

In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS 148 "Accounting for Stock-Based Compensation--Transition
and Disclosure--an amendment of SFAS 123."  SFAS 148 provides
alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation
from the intrinsic value-based method of accounting prescribed by APB
25.  As allowed by SFAS 123, the Company has elected to continue to
apply the intrinsic value-based method of accounting, and has adopted
the disclosure requirements of SFAS 123.  The Company currently does
not anticipate adopting the provisions of SFAS 148.

In July 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities."  SFAS 146 provides new
guidance on the recognition of costs associated with exit or disposal
activities.  The standard requires companies to recognize costs
associated with exit or disposal activities when they are incurred
rather than at the date of commitment to an exit or disposal plan.
SFAS 146 supercedes previous accounting guidance provided by the EITF
Issue No. 94-3 "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring)."  EITF Issue No. 94-3 required
recognition of costs at the date of commitment to an exit or disposal
plan. SFAS 146 is to be applied prospectively to exit or disposal



<PAGE>18

activities initiated after December 31, 2002. Early application is
permitted.  The adoption of SFAS 146 by the Company is not expected to
have a material impact on the Company's financial position, results of
operations, or cash flows.

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections."  Among other things, this statement rescinds FASB
Statement No. 4, "Reporting Gains and Losses from Extinguishment of
Debt" which required all gains and losses from extinguishment of debt
to be aggregated and, if material, classified as an extraordinary item,
net of related income tax effect.  As a result, the criteria in APB
Opinion No. 30, "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now
be used to classify those gains and losses.  The provisions of SFAS 145
related to the classification of debt extinguishment are effective for
years beginning after May 15, 2002.  The adoption of SFAS 145 by the
Company is not expected to have a material impact on the Company's
financial position, results of operations, or cash flows.

2.  LEASE COMMITMENTS

The Company leases an automobile under a thirty- five month operating
lease dated January 2, 2001. Lease expense for the years ended for
March 31, 2004 and 2003 amounted to $7,768 and $6,880, respectively.
The lease was not renewed and there are no future lease payments.


3.  RELATED PARTY TRANSACTIONS

During the years ended March 31, 2004 and 2003, the Company rented
office space from a shareholder. Rent expense for the years ended March
31, 2004 and 2003 amounted to $7,200. Amounts due to related parties of
$250,438 for March 31, 2003 and $282,652 for March 31, 2004 represent
operating expenses paid on behalf of the Company by officers and
shareholders of the Company and also, companies which are owned and
operated by officers and shareholders of the Company.  Such expenses
amounted to approximately $44,000 and $49,000 for the years ended March
31, 2004 and 2003, respectively.  Repayments against the advances
amounted to approximately $13,000 and $8,000 for the years ended March
31, 2004 and 2003, respectively.


4.  CONTINGENCIES

The Company was named as a defendant in legal action alleging breach of
fiduciary duties.  The Company intended to vigorously defend this
action and no provision had been made in the financial statements
related to this claim.  The case was settled during the year ended
March 31, 2004 and a final settlement agreement is being considered by
the trial judge.  The final settlement agreement is not expected to
result any liability against the Company.




<PAGE>19

5.  GOING CONCERN STATUS - FUTURE OPERATIONS

The Company began operation in August 8, 1997 and there is no assurance
that it will reach profitability. Since its inception, the Company has
been principally engaged in product and service development. As shown
in the accompanying financial statements, the company has incurred net
operating losses of $43,993 and $65,592 for the years ended March 31,
2004 and 2003, respectively.

The Company has a stockholders' deficit of $726,556 and a working
capital deficiency of $728,649 at March 31, 2004. Numerous problems,
many of which are beyond the Company's control, are frequently
experienced by companies in this period of development - marketing and
customer support problems, difficulty in dealing with competition, lack
of familiarity on the part of customers and suppliers, and technical
obsolescence. There can be no assurance that commercial viability can
be demonstrated for the Company's products and services, and there can
be no assurance that the Company will ever achieve profitability on a
sustained basis, if at all.

The Company's status as a going concern is dependent on its ability to
successfully implement a marketing plan and generate sufficient
revenues to operate on a profitable basis, continued financial support
by officers and major shareholders and raising of additional funds for
working capital. The financial statements do not include any
adjustments that might be necessary should the Company be unable to
continue as a going concern.


6.  INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. The deferred tax asset represents an estimate of the decrease
in taxes payable in future years as a result of temporary differences
existing at the end of the year. The temporary differences consist
principally of net operating loss carryforwards, (approximately
$2,270,000 at March 31, 2004), which are not currently available.

The deferred tax asset and the related reserve are as follows:

Deferred tax asset
  Tax benefit of net operating loss           $  771,000
  Less valuation allowance                      (771,000)
                                              ----------
Net deferred tax asset                        $        -
                                              ==========

During the year ended March 31, 2004 the valuation allowance for
deferred tax assets increased by approximately $15,000.



<PAGE>20

The deferred tax asset noted above was calculated utilizing a blended
federal and state income tax rate of 34%. Net operating loss
carryforwards are available for a period of up to 20 years. The
estimated net operating loss of approximately $2,270,000 at March 31,
2004 is scheduled to expire as follows: 2018 - $150,000, 2019 -
$440,000, 2020 - $1,150,000, 2021 - $360,000, 2022 - $60,000 2023 -
$65,000, 2024 - $45,000. If certain substantial changes in the
Company's ownership should occur, there would be an annual limitation
on the amount of net operating loss and investment tax credit
carryforwards which could be utilized.  The principal difference
between the Company's book operating losses and estimated income tax
operating losses results from charges to income related to the issuance
of common stock during 2002 for services and technology rights.








<PAGE>21

                                  PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Board of Directors.    All holders of common stock will have the right
to vote for Directors of Micro.  The board of directors has primary
responsibility for adopting and reviewing implementation of the
business plan of Micro, supervising the development business plan,
review of the officers' performance of specific business functions.
The board is responsible for monitoring management, and from time to
time, to revise the strategic and operational plans of Micro.
Directors receive no cash compensation or fees for their services
rendered in such capacity.

Mr. Thistle dedicates 90% of his time to Micro.   Ms. Zawadowicz
dedicates 50% of her time to Micro.

The Executive Officers and Directors are:

Name                 Age    Position             Term(s) of Officer

Robert Thistle       60     President/Director   Inception to Present
Mary Nelson          52     Treasurer/Director   August 2000 to present
Irene R. Zawadowicz  44     Secretary            August 29, 1999
                                                     To present

Resumes:

Robert Thistle.  Mr. Thistle has been Chief Executive Officer,
President and a Director of Micro from inception. From 1984 to 1991,
Mr. Thistle was President of TR Productions, a Philadelphia production
company. From 1991 to present, Mr. Thistle has worked as a
international business and political consultant working with the
countries of Russia, Pakistan, the Philippines and China. He also
advises Chinese political officials in The People's Republic of China
and is involved in the annual MFN renewal between China and the United
States.

Irene Zawadowicz.   Ms. Zawadowicz has been secretary of the
Corporation since August 1999.   From 1994 to 1998, Ms. Zawaowicz was
secretary in the human resources department of Butler Hospital.   From
1998 to present, Ms. Zawadowicz has been attending Johnson and Wales
University pursing a degree in information science.   Ms. Zawadowicz
received an Associate of Arts degree from the Community College of
Rhode Island along with an Office Automation Certificate.

Remuneration.   Since inception, the following cash compensation has
been paid by the Corporation to its executive officers, during which
there were four (4) officers.




<PAGE>22

                            EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
                        Annual Compensation                  Awards          Payouts
                    ---------------------------      ---------------------- ----------
                                              Other      Restricted  Securities
                        Annual                Stock      Underlying    LTIP                       All Other
Name and Position Year  Salary($) Bonus($) Compensation($) Awards(#) Options/SARs(#) Payouts($) Compensation

                <c>   <c>       <c>          <c>         <c>         <c>             <c>          <c>

Robert Thistle     2004    -        -            -           -           -                -           -
 President         2003    -        -            -           -           -                -           -
                   2002    -        -            -           -           -                -           -

Mary Nelson        2004    -        -            -           -           -                -           -
Treasurer          2003    -        -            -           -           -                -           -
                   2002    -        -            -           -           -                -           -

Irene Zawadowicz   2004    -        -            -           -           -                -           -
                   2003    -        -            -           -           -                -           -
                   2002    -        -            -           -           -                -           -
</TABLE>
Micro has not entered into Employment Agreements with its
officers.

Board of Directors Compensation.  Currently board members receive no
special compensation for meetings or time incurred.    Director
liability insurance may be provided to all members of the Board of
Directors.  No differentiation shall be made for any further
compensation of "outside directors" and those officers of the
Corporation serving in that capacity.

Stock Option Plan.    Micro shall implement an employee stock option
program.   The specifics of the plan have yet to be determined.


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT

The following tabulates holdings of shares of the Company by each
person who, subject to the above, at the date of this filing, holders
of record or is known by Management to own beneficially more than 5.0%
of the Common Shares and, in addition, by all directors and officers of
the Company individually and as a group.    Each named beneficial owner
has sole voting and investment power with respect to the shares set
forth opposite his name.

              Current Shareholdings
                            Number & Class      Percentage of
Name and Address             of Shares          Common Shares
Robert Thistle
29 Lakeside Drive
Johnston RI 02919            40,120,000              80.31%



<PAGE>23

Irene R. Zawadowicz
7 Lakeside Drive
Johnston, RI 02919              380,000                .76%

Mary Nelson                      10,000                .02%
7 Lakeside Drive
Johnston RI 02919

All Directors & Officers
as a group (3 persons)       40,510,000               81.09%

(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the years ended March 31, 2004 and 2003, Micro rented office
space from Robert Thistle, president. Rent expense for the year ended
March 31, 2004 and 2003 was $7,200.   Loans from related parties of
$282,652 for March 31, 2004 and $250,438 for March 31, 2003 represent
operating expenses paid on behalf of Micro by Robert Thistle of Micro
and also, companies which are owned and operated by Robert Thistle of
Micro.

ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
            FORM 8-K



(A) FINANCIAL STATEMENTS AND SCHEDULES

The following financial statements and schedules are filed as part of
this report:

Report of Independent Public Auditors
Balance Sheet.................................
Statement of Operations.......................
Statement of Stockholder's Equity................
Statement of Cash Flows..........................
Notes to Financial Statements..................

Schedules Omitted:  All schedules other than those shown have been
omitted because they are not applicable, not required, or the required
information is shown in the financial  statements  or  notes  thereto.




<PAGE>24

(b)    List of Exhibits

       The following exhibits are filed with this report:

(2.1) Articles of Incorporation incorporated by reference to Form 10SB
(2.2) Bylaws incorporated by reference to Form 10SB
(3.1) Common Stock Certificate incorporated by reference to Form 10SB
(5)   Exhibit 99 - Certifications pursuant to 18 U.S.C. Section 1350


(B)  REPORTS ON FORM 8-K

       None

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. Micro incurred aggregate fees and expenses of approximately
$6,500 from James E. Scheifley & Associates, P.C. for the fiscal years
2004 annual audit and for review of Micro's financial statements
included in its Forms 10-QSB for the 2004 fiscal year.

Tax Fees.   Micro did not incur any tax fees to James E. Scheifley &
Associates, P.C. for the fiscal years 2003 and 2002 for professional
services rendered for tax compliance, tax advice, and tax planning.

All Other Fees.   During the 2004 fiscal year, Micro incurred no other
other fees.

The Board of Directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2004 and 2003 were
approved by the Board of Directors pursuant to its policies and
procedures. Micro intends to continue using James E. Scheifley &
Associates, P.C. solely for audit and audit-related services, tax
consultation and tax compliance services, and, as needed, for due
diligence in acquisitions.



<PAGE>25

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.

Date:    July 14, 2004           Micro Laboratories, Inc.

                                 /s/ Robert Thistle
                                 ------------------------------------
                                 By: Robert Thistle, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.


/s/Robert Thistle                                7/14/2004
------------------------
Robert Thistle
President and Director
(Principal Executive Officer)


/s/Mary Nelson
------------------------
Mary Nelson
Director, Chief Financial Officers, Controller    7/14/2004