<PAGE> 1

                                  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: 3/31/01
                                      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 $0.00. As
of March 31, 2001.

The number of shares outstanding of Company's class of common
stock, as of March 31, 2001 was 11,337,500 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> 2
                                    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
sprayvitamins, 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 one full time and two part time employees.
Micro shall employ individuals as required.

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.

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.

<PAGE> 3

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
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.

<PAGE> 4

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.

The Company is named as defendant in legal action alleging breach of
fiduciary duties.   The Company intends to vigorously defend this
action and is not inclined to seek an out of court settlement.   The
case is currently in the discovery stage and the ultimate resolution
of the matter is not ascertainable at this time.

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> 5
                                   PART II


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

The Company's 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 the Company'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 Company's market makers are Hill, Sharpe
Capital, Inc. and Paragon Securities. 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

             9/30/98                 $4.00            $4.00
            12/31/98                 $6.062           $ .375
             3/31/99                 $3.250           $ .187
             6/30/99                 $3.00            $ .0437
             9/30/99                 $ .750           $ .218
            12/31/99                 $2.125           $ .218
             3/31/00                 $ .52            $ .37

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 the
Corporation'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 entering a phase of conversion from a Development Stage
Corporation to an Operational 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. The Corporation plans to use 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, 2001, Micro did not acquire property or
equipment and received no proceeds form the sale of equipment.  Micro did not
repay loans to related parties in the year ended March 31, 2001. As a result,
for the year ended March 31, 2001, Micro had net cash used for investing
activities of $0.

For the year ended March 31, 2000, Micro had amounts due to related
parties of $15,800 resulting in net cash provided by financing
activities of $15,800.

For the year ended March 31, 2001, Micro received proceeds no
from the issuance of its common stock.  As a result, Micro had net cash provided
by financing activities of $0 for the year ended March 31, 2001.

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 it requires
additional capital and debt financing in the short term will allow
Micro to continue its marketing and sales efforts and become a fully

<PAGE> 6

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 as such 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

   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 not received any material revenues since inception.

For the year ended March 31, 2001, Micro had operating expenses of
206,070 and had a net loss of $358,242 resulting in a loss per
common share.   These operating expenses consisted primarily
of a legal settlement, write-off of obsolete inventions and loss on impairment
of assets

For the year ended March 31, 2000, Micro had operating expenses of
$1,144,851 and had a net loss of $1,151,823 resulting in a loss per
common share of $.11.   These operating expenses consisted primarily
of advertising and public relations of $371,976, legal and
professional fees of $102,121, fulfillment expense of $68,277,
research and development of $185,458, investor services of $156,000,
laboratory supplies of $2,435, telephone of $17,663, depreciation of
$8,661, amortization of $5,050, rent of $26,265, automobile expense of
$14,235, travel expense of $3,713, website start up expense of
$108,550, office supplies o $4,695, consult of $101,248, repairs and
maintenance of $2,033, postage of $1,511, bank service charges of
$806, printing of $119, dues and subscriptions of $925, utilities
expense of $936, directors compensation of $10,000, distribution
services of $5,600 and miscellaneous expense of $574.

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 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.

<PAGE> 9

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Financial Statements

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors
Micro Laboratories, Inc.

     We  have  audited  the  balance  sheet  of  MICRO  LABORATORIES,  INC.  (a
development  stage  Company) as of March 31, 2001 and the related statements of
operations, stockholders'  equity and cash flows for the years then ended March
31, 2001 and March 31, 2000  and  the period from August 8, 1997 (inception) to
March  31,  2001.   The 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 generally  accepted  auditing
standards.  Those standards  require  that  we  plan  and perform the audits 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.
for the years ended March 31, 2001 and March 31, 2000 and for  the  period from
August 8, 1997 (inception) to March 31, 2001, and the results of its operations
and  its  cash  flows  for  the periods 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  1  to  the
financial  statements,  the  Company  is  a  development stage enterprise.  The
Company  has  not yet commenced its principal operations  and  has  focused  it
efforts on the  raising  of  capital  and  the development and marketing of its
products.   Accordingly,  the Company has no operating  history,  which  raises
substantial doubt about its ability to continue as a going concern as discussed
in Note 6.  The financial statements  do not include any adjustments that might
result from the outcome of this uncertainty.

                                   \s\Cayer Prescott Clune & Chatellier, LLP


August 3, 2001

<PAGE>


                            MICRO LABORATORIES, INC
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEET
                                MARCH 31, 2001

                                    ASSETS

Current assets:
  Prepaid expense                                           $    3,000
                                                            ----------
      Total current assets                                       3,000
                                                            ----------
Property and equipment:
  Machinery and equipment                                       47,070
  Furniture and fixtures                                         3,664
  Leasehold improvements                                         2,357
                                                            ----------
      Total property and equipment                              53,091
  Less:  accumulated depreciation                              (23,759)
                                                            ----------
      Net property and equipment                                29,332

Other assets:
  Deposits                                                         600
  Formulas and trademarks (net of accumulated amortization)      1,000
                                                            ----------
      Total other assets                                         1,600
                                                            ----------
      TOTAL ASSETS                                           $  33,932
                                                            ==========

                     LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable                                            $365,188
  Due to related parties                                       163,859
  Accrued legal settlement                                      65,000
                                                             ---------
      Total current liabilities                                594,047
                                                             ---------
Stockholders' equity:
  Capital stock-$.001 par common; authorized
   50,000,000 shares, issued and outstanding
    11,337,500 shares                                           11,338
  Additional paid-in-capital                                 1,531,345
  Deficit accumulated during the development stage          (2,102,798)
                                                             ---------
      Total stockholders' equity                              (560,115)
                                                             ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $    33,932
                                                             =========

                      SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

                            MICRO LABORATORIES, INC
                         (A DEVELOPMENT STAGE COMPANY)

                           STATEMENTS OF OPERATIONS
                 YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2000
            AND THE PERIOD FROM AUGUST 8, 1997 (DATE OF INCEPTION)
                               TO MARCH 31, 2001

<TABLE>
<CAPTION>
                                                      Year Ended       Year Ended      August 8, 1997 (inception)
                                                      March 31, 2001   March 31,2000   to March 31, 2001
<S>                                                   <C>              <C>             <C>
Net sales                                             $        0       $           0   $            0
                                                      ------------------------------------------------
Cost of goods sold                                             0                   0                0
                                                      ------------------------------------------------
Operating expenses:
  Advertising and public relations                         6,850             317,976          476,256
  Legal and professional fees                            102,657             102,121          374,349
  Fulfillment expense                                          0              68,277           68,277
  Research and development                                19,723             185,458          256,203
  Investor services                                       18,810             156,000          174,810
  Laboratory supplies                                          0               2,435           16,831
  Payroll and payroll taxes                                    0                   0           18,959
  Telephone                                                4,510              17,663           41,774
  In Company fees                                              0                   0            6,501
  Depreciation                                             7,525               8,661           26,805
  Amortization                                                 0               5,050           15,150
  Rent                                                     8,296               26,265          61,161
  Automobile expense                                      11,228               14,235          40,933
  Travel expense                                           2,456                3,713          12,212
  Insurance expense                                            0                    0           4,368
  Website start up expense                                     0              108,550         116,177
  Samples                                                      0                    0             827
  Office supplies                                          3,740                4,695          15,535
  Consulting                                                 450              101,248         164,305
  Freight                                                      0                    0           2,277
  Repairs and maintenance                                      0                2,033           4,773
  Meals and entertainment                                      0                    0           1,312
  Outside services                                         8,539                    0           8,707
  Postage                                                  3,415                1,511           6,189
  Bank service charges                                         0                  806           1,248

</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

                            MICRO LABORATORIES, INC
                         (A DEVELOPMENT STAGE COMPANY)

                           STATEMENTS OF OPERATIONS
                 YEAR ENDED MARCH 31, 2001 AND MARCH 31, 2000
            AND THE PERIOD FROM AUGUST 8, 1997 (DATE OF INCEPTION)
                               TO MARCH 31, 2001


<TABLE>
<CAPTION>
                                               Year Ended       Year Ended       August 8, 1997 (inception)
                                               March 31, 2001   March 31, 2000   to March 31, 2001
<S>                                            <C>              <C>              <C>
  Printing                                          6,184             119             7,819
  Dues and subscriptions                               77             925             2,304
  Licenses and fees                                   200               0             2,280
  Contributions                                         0               0                30
  Utilities expense                                   403             936             1,927
  Directors compensation                                0          10,000            10,000
  Distribution services                                 0           5,600             5,600
  Miscellaneous expense                             1,007             574             2,718
                                               --------------------------------------------
      Total operating expenses                    206,070       1,144,851         1,948,627
                                               --------------------------------------------
Loss from operations                             (206,070)     (1,144,851)       (1,948,627)
                                               --------------------------------------------
Other income (loss):
  Legal settlement                                 65,000               0            65,000
  Loss on sale of asset                                 0          (8,653)           (8,653)
  Write-off of obsolete inventors                 (27,572)              0            29,540
  Loss on impairment of assets                    (59,600)              0            59,600
  Interest income                                       0           1,681             6,654
      Net other income (loss)                    (152,172)         (6,972)
                                                --------------------------------------------
Net loss                                        $(358,242)    $(1,151,823)      $(2,102,798)
                                                ============================================
  Loss per common share and loss per
  common share - assuming dilution              $    0.06           $0.11       $      0.16
                                                ============================================
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

                            MICRO LABORATORIES, INC
                         (A DEVELOPMENT STAGE COMPANY)

                 STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                 YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2000
            AND THE PERIOD FROM AUGUST 8, 1997 (DATE OF INCEPTION)
                               TO MARCH 31, 2001

<TABLE>
<CAPTION>
                                                              Additional
                                      Common Stock            Paid in     Accumulated
                                    Shares        Amount      Capital     Deficit
<S>                                 <C>           <C>         <C>         <C>
Common stock issued for equipment
through March 31, 1998              3,100,000      $ 3,100    $ 1,050
Common stock issued for services
rendered Through March 31, 1998       850,000          850

Common stock issued for cash
through March 31, 1998                348,000          348    410,652

Net loss through March 31, 1998                                          $  (152,226)

Balance at March 31, 1998           4,298,000        4,298    411,702       (152,226)

Common stock issued for services
rendered for the year ended
March 31, 1999                      1,254,500        1,255    571,200

Common stock issued for cash for
the year ended March 31, 1999       4,800,000        4,800    177,398

Net loss year ended March 31, 1999                                          (440,507)
                                    -------------------------------------------------
Balance at March 31, 1999          10,352,500       10,353  1,160,300       (592,733)

Common stock issued for services
rendered for the year ended
March 31, 2000                        985,000          985    371,045

Net loss year ended March 31, 2000                                        (1,151,823)
                                    -------------------------------------------------
Balance at March 31, 2000          11,337,500      $11,338 $1,531,345    $(1,744,556)

Common stock issued for services
rendered for The year ended
March 31, 2001                              0            0          0              0

Net loss year ended March 31, 2001                                          (358,242)
                                    -------------------------------------------------
Balance at March 31, 2001          11,337,500      $11,338 $1,531,345    $(2,102,798)
                                    =================================================
</TABLE>

          SEE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' AUDIT REPORT.

<PAGE>
                         MICRO LABORATORIES, INC
                      (A DEVELOPMENT STAGE COMPANY)

                        STATEMENTS OF CASH FLOWS
              YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2000
         AND THE PERIOD FROM AUGUST 8, 1997 (DATE OF INCEPTION)
                            TO MARCH 31, 2001

<TABLE>
<CAPTION>
                                                     Year Ended       Year Ended       August 8, 1997 (inception)
                                                     March 31, 2001   March 31, 2000   to March 31, 2001
<S>                                                  <C>              <C>              <C>
Cash flows from operating activities:
  Net loss                                           $(358,242)       $(1,151,823)     $(2,102,798)
  Adjustments to reconcile net income to net cash
  used for operating activities:
    Value of services received in exchange for common
     stock                                                   0            372,030          945,335
    Depreciation and amortization                        7,525             13,711           38,907
    Loss on sale of equipment                                0              8,653            8,653
    Loss on impairment of assets                         71,325                 0           71,325
  (Increase) decrease in:
    Prepaid expenses                                     17,033           134,683          (20,033)
    Inventory                                            27,040           (14,886)         (10,007)
    Deposits                                                  0             4,000           26,440
  Increase (decrease) in:
    Accounts payable                                    103,626           210,316          365,188
    Accrued legal settlement                             65,000                 0           65,000
                                                     ---------------------------------------------
      Net cash used by operating activities            (66,693)          (423,316)        (611,990)
                                                     ---------------------------------------------
Cash flows from investing activities:
  Acquisitions of property and equipment                      0           (15,469)         (79,142)
  Acquisition of formulas and trademarks                      0                 0          (75,750)
  Proceeds from sale of equipment                             0             9,825            9,825
  Repayment from (loans to) related parties                   0               261          (27,664)
                                                     ----------------------------------------------
      Net cash used for investing activities                  0            (5,383)        (172,731)
                                                     ----------------------------------------------
Cash flows from financing activities:
  Proceeds from issuance of common stock                      0                 0          593,198
  Amounts due to related parties                         66,693            15,800          191,523
                                                     ----------------------------------------------
      Net cash provided by financing activities          66,693            15,800          784,721
                                                     ----------------------------------------------
Net decrease in cash                                          0          (412,899)               0

Cash balance, beginning of period                             0           412,899                0
                                                     ----------------------------------------------
Cash balance, end of period                          $        0         $       0        $       0
</TABLE>

                   SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>
                           MICRO LABORATORIES, INC.

                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


1.   SIGNIFICANT ACCOUNTING POLICIES

     Background

          Micro  Laboratories,  Inc.  ("the  Company")  was  incorporated as a
     Nevada  Company  on  August  8,  1997.   Micro  Laboratories, Inc.  is  a
     development  stage enterprise which has undertaken  the  development  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 and  conform  to
     the standards applicable to development stage companies.  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.


     Development Stage Enterprise

     The  Company is a Development  Stage  Company  as  defined  in  financial
     accounting  standards  Board  Statement  No.  7.  As of the balance sheet
     date,  the Company had not yet begun principal operations.   The  primary
     activities during the fiscal period covered by these financial statements
     were raising capital and developing vitamin products (the major source of
     projected revenue).


     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
     consider to be impaired with no value.


     Cash and cash Equivalents

          The Company considers all highly liquid investments purchased with a
     maturity of three months or less to be cash and cash equivalents.


     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.  The risk  is  managed  by
     maintaining all deposits in high quality financial institutions.


     Formulas and Trademarks

          Formulas and trademarks  are recorded at cost and are amortized over
     a period of 15 years using the  straight-line  method.   As  of March 31,
     2001 formulas and trademarks were considered to impaired and are  written
     down to a carrying value of $ 1,000.

<PAGE>

                           MICRO LABORATORIES, INC.

                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


1.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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 or 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 the following estimated useful lives of the assets:

           Plant Asset Category Estimated Useful Life

             Furniture and fixtures             7   years
             Leasehold improvements            31.5 years
             Machinery and equipment            5-7 years
             Computer software                  3   years


     Revenue Recognition

          Revenue will be  recognized  upon  the  invoicing  and  shipping  of
     product.  No revenue has been recognized as of March 31, 2001.


     Advertising Costs

          Advertising  costs  are  charged  to  operations and are expensed as
     incurred.  The total amount charged to expense  as  of March 31, 2001 was
     $467,256 and as of March 31, 2000 was $469,406.


     Income Taxes

          The  Company has adopted Financial Accounting No.  109,  "Accounting
     for Income  Taxes" (FAS 109).  Under the provisions of FAS 109, an entity
     recognizes 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.

<PAGE>

                           MICRO LABORATORIES, INC.

                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


2.   COMMON STOCK

          Common stock issued by the Company as payment for services  has been
     valued by management at fair market value.



3.   LEASE COMMITMENTS

          The Company leases an automobile under a thirty-five month operating
     lease  dated  January  2,  2001.   Lease expense ended for March 31, 2001
     amounted to $6,406.

          Future minimum lease payments are as follows:

          2002         $  6,747
          2003            6,747
          2004            4,498
                       --------
            Total      $ 17,992
                       ========

          The Company leases an automobile  under  a  two-year operating lease
     dated February 23, 1998.  Lease expense for the year  ended March 31,2000
     amounted  to  $10,854.   Lease commitment fees of $10,477  were  paid  at
     inception. This amount was  considered  a prepaid expense to be amortized
     over the life of the lease.  On expiration  of  this lease, the agreement
     was renewed for an additional year, expiring February 23, 2001.



4.   RELATED PARTY TRANSACTIONS

          During the year ended March 31, 2001 and 2001,  the  Company  rented
     office  space  from a shareholder.  Rent expense for the year ended March
     31, 2001 and 2000  was $7,200 for both years.  Of this amount, $3,600 was
     included in accounts payable at March 31, 2001 and 2000.

          Due to related  parties  of $163,859 for March 31, 2001 and $152,494
     for March 31, 2000 represents 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.



5.   CONTINGENCIES

          The Company  is named as a defendant in legal action alleging breach
     of fiduciary duties.   The  Company  intends  to  vigorously  defend this
     action and is not inclined to seek an out of court settlement.   The case
     is  currently  in the discovery stage and the ultimate resolution of  the
     matter is not ascertainable  at this time.  Accordingly, no provision has
     been made in the financial statements related to this claim.

<PAGE>


                           MICRO LABORATORIES, INC.

                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


6.   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  $2,102,798  since  its inception. The
     Company  is  a  development stage business.  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.

          The  Company  believes  from  its  initial  contacts with  potential
     clients  that  there is a substantial market for its  services;  however,
     there can be no  assurance  that commercial viability can be demonstrated
     for said products and services.   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.  The financial statements  do
     not include any adjustments that might be necessary should the Company be
     unable to continue as a going concern.



7.   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
     $1,900,000), which are not currently available.

          Deferred income  taxes  consisted of the following at March 31, 2001
     and 2000:

          Non-current deferred tax asset $646,000    $ 578,000
          Valuation allowance            (646,000)    (578,000)
                                         --------    ---------
          Net deferred tax asset $             -0-   $      -0-
                                         ========    =========

          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 15 years.
     The estimated net operating loss of approximately $1,900,000 at March 30,
     2001 is scheduled to expire as follows:

          2013                    $  150,000
          2014                       440,000
          2015                     1,100,000
          2016                       210,000
                                  ----------
         Total net operating loss $1,900,000
                                  ==========

          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.

<PAGE>


                           MICRO LABORATORIES, INC.

                        NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001


8.   RECLASSIFICATION

               Certain amounts from inception to March 31, 2001 have been
     reclassified to agree with the year ended March 31, 2001 presentation.


<PAGE> 10

                                  PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Board of Directors.  The following persons listed below have been
retained to provide services as director until the qualification and
election of his successor.  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 the
Corporation.    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:

<TABLE>
<CAPTION>

Name                 Age       Position              Term(s) of Office
<S>                  <C>       <C>                   <C>

Robert Thistle       59        President, Director   Inception to Present
Mary Nelson                    Treasurer, Director   August, 2000 to Present
Irene R. Zawadowicz  44        Secretary             August 28, 1999 to
                                                     Present
</TABLE>

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.


                            EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

                                                                      Long-term
Name and                                  Annual Compensation        Compensation
Principal Position              Year   Salary(1)  Bonus    Awards                   Other
<S>                              <C>    <C>        <C>      <C>                       <C>
Robert Thistle                   1999   -          -        -                          -
  President                      1998   $12,000    -        -                          -
Mark Shvetz                      1999   -(1)       -        -
                                 1998   -(1)       -        -                          -
Mary Nelson                      2000   -          -        -                          -
                                 1998   -          -        -                          -
Irene Zawadowicz                 1999   -(2)       -        -                          -
Secretary

</TABLE>

(1) Mr. Shvetz received 100,000 Common Shares for services rendered from
inception.

<PAGE> 11

(2)Pursuant to an agreement dated August 28, 1999, Ms. Zawadowicz
received 10,000 common shares as compensation for services.   Ms.
Zawadowicz received an additional 10,000 for further services
rendered.

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

<TABLE>
<CAPTION>
                                                               Percentage of
                                Number & Class(1)              Outstanding
Name and Address                of Shares                      Common Shares
<S>                             <C>                            <C>


Robert Thistle
 29 Lakeside Drive
Johnston RI 02919                  1,500,000                      12.06%

Irene R. Zawadowicz
7 Lakeside Drive
Johnston, RI 02919                    20,000                        .16%

Mark Shvetz
333 Neipsic Road
Glastonbury, CT 02924                      0                          0%

Phoenix Investment Group, Inc.
5 Cole Drive
Armonk, N& 10504-3004                869,000                       6.99%

Anthony Pate
C/o Charles Schwab & Co. Inc.
55 Dorrance Street
Providence, RI 02903               1,200,000                       9.65%

Cede & Co C/O Depository Trust Co.
P.O. Box 20
Bowling Green Station
New York NY 10004                  5,507,113                      44.28%

All Directors & Officers
  as a group (3 persons)           1,700,000                      13.67%

</TABLE>

(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

<PAGE> 12

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 year ended March 31, 2001, the Company rented office space
from Robert Thistle, an officer and director of the Company.   Rent
expense for the year ended March 31, 2001 was $7,200.   Of this amount
$__________________ was included in accounts payable at March 31, 2001.


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> 13

(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



(B)  REPORTS ON FORM 8-K

       None

<PAGE> 14
                                  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:    August 7, 20001         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                                8/6/2001
------------------------
Robert Thistle
President and Director
(Principal Executive Officer)