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: 3/31/03
                                      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 $13,044.



<PAGE>2

The number of shares outstanding of Company's class of common
stock, as of March 31, 2003 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.

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>6
                               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

             9/30/00                 $.35              $.35
            12/31/00                 $.35              $.35
             3/31/01                 $.35              $.35
             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


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, 2003 and 2002, Micro did not pursue any
investing activities.



<PAGE>7

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.

For the year ended March 31, 2002, Micro received loans from related
parties of $45,533 resulting in net cash provided by financing
activities of $45,533.

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 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, 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.

For the year ended March 31, 2002, Micro had operating expenses of
$740,604 and had a net loss of $1,738,591.   These operating expenses
consisted of advertising expense of $3,000, professional fees of
$9,600, consulting expense of $685,115, depreciation expense of $7,522,
office expenses of $3,363, rent paid to related party of $7,200,
telephone expense of $7,473 and other expenses of $17,331.

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 $65,592 and $1,738,591 for the years ended
March 31, 2003 and 2002, respectively.  Micro has a stockholders'
deficit of $682,563 and a working capital deficiency of $694,653 at
March 31, 2003.  Numerous problems, many of which are beyond Micro'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 Micro's products and

<PAGE>8

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 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.

Controls and Procedures.   The Chief Executive Officer and the 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, 2003 as filed with the Securities and Exchange
Commission and have judged such controls and procedures to be effective as
of December 31, 2002 (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, 2003, 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, 2003, 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 6 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 6. 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
July 31, 2003




<PAGE>10

                        Micro Laboratories, Inc.
                            Balance Sheet

                               ASSETS
                               ------
                                                            March 31,
                                                              2003
Current assets:                                            ----------
  Cash                                                     $      277
                                                           ----------
    Total current assets                                          277

Property and equipment, net of accumulated
  depreciation of $43,201                                       9,890

Other assets                                                    2,200
                                                           ----------

Total assets                                               $   12,367
                                                           ==========

              LIABILITIES AND STOCKHOLDERS' EQUITY
              ------------------------------------
Current liabilities:
  Accounts payable                                         $  379,492
  Accrued legal settlement                                     65,000
  Loans from related parties                                  250,438
                                                           ----------
    Total current liabilities                                 694,930


  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

  Accumulated deficit                                      (3,906,981)
                                                           ----------

                                                            (682,563)
                                                           ----------
                                                           $   12,367
                                                           ==========




See accompanying notes to financial statements.




<PAGE>11

                        Micro Laboratories, Inc.
                        Statements of Operations
                  Years Ended March 31, 2003 and 2002

                                                    Years Ended
                                                     March 31,
                                                 2003         2002
                                              ----------   ----------
Sales                                         $   13,044   $    6,833
Cost of sales                                      3,752          700
                                              ----------   ----------
                                                   9,292        6,133

 Operating expenses:
  Advertising expense                              7,475        3,000
  Professional fees                               21,450        9,600
  Consulting                                           -      685,115
  Depreciation expense                             7,524        7,522
  Office expenses                                  5,882        3,363
  Rent paid to related party                       7,200        7,200
  Telephone expense                                7,471        7,473
  Other expenses                                  17,882       17,331
                                              ----------   ----------
                                                  74,884      740,604
                                              ----------   ----------

(Loss) from operations                           (65,592)    (734,471)

Other income (expense)
  Loss on impairment of assets                         -   (1,004,120)
                                              ----------   ----------
                                                       -   (1,004,120)

Net (loss)                                    $  (65,592) $(1,738,591)
                                              ==========   ==========
Per share information:
  Basic and diluted (loss) per common share   $        -   $    (0.05)
                                              ==========   ==========
Weighted average shares outstanding           49,957,500   33,865,833
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>12
                        Micro Laboratories, Inc.
              Statement of Changes in Stockholders' Equity
                  Years Ended March 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                 Additional
                           Common      Stock       Paid-in    Retained
      ACTIVITY             Shares      Amount      Capital    Earnings     Total
                        ----------  ----------  ----------  ----------  ----------

                          <c>         <c>         <c>         <c>         <c>
Balance March 31, 2001  11,337,500  $   11,338  $1,531,345 $(2,102,798)   (560,115)

Shares issued for
 technology rights      38,620,000      38,620     965,500           -   1,004,120

Value of officer shares
 transferred for services        -           -     677,615           -     677,615

Net (loss) for the year
 ended March 31, 2002            -           -           -  (1,738,591) (1,738,591)
                        ----------  ----------  ----------  ----------  ----------
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)
                        ==========  ==========  ==========  ==========  ==========
</TABLE>





See accompanying notes to financial statements.




<PAGE>13
                        Micro Laboratories, Inc.
                        Statements of Cash Flows
                  Years Ended March 31, 2003 and 2002


                                                    Years Ended
                                                     March 31,
                                                 2003         2002
                                              ----------   ----------

Net income (loss)                             $  (65,592) $(1,738,591)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
  Services provided for common stock                   -      677,615
  Depreciation and amortization                   11,920        7,522
  Asset impairment losses                              -    1,004,120
Changes in assets and liabilities:
  (Increase) decrease in:
    Prepaid expenses                                   -        3,000
    Other assets                                    (600)           -
  Increase (decrease) in:
    Accounts payable                              13,304        1,000
                                              ----------   ----------
    Total adjustments                             24,624    1,693,257
                                              ----------   ----------
    Net cash provided by (used in)
     operating activities                        (40,968)     (45,334)


Cash flows from financing activities:
  Loans from related parties                      41,046       45,533
                                              ----------   ----------
  Net cash provided by (used in)
   financing activities                           41,046       45,533
                                              ----------   ----------
Increase (decrease) in cash                 -         78          199
Cash and cash equivalents, beginning
  of period                                          199            -
                                              ----------   ----------
Cash and cash equivalents, end of period      $      277   $      199
                                              ==========   ==========




<PAGE>14

                        Micro Laboratories, Inc.
                        Statements of Cash Flows
                  Years Ended March 31, 2003 and 2002


                                                    Years Ended
                                                     March 31,
                                                 2003         2002
                                              ----------   ----------
Cash paid for interest                         $      -     $      -
Cash paid for income taxes                     $      -     $      -





<PAGE>15

Micro Laboratories, Inc.
Notes to Financial Statements
March 31, 2003

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.  The
Company was previously reported on as a Development Stage Company as
defined in financial accounting standards Board Statement No. 7. The
Company began product sales on a limited basis through a distributor of
vitamin products during the year ended March 31, 2002.

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, 2002 and 2003, 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.

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



<PAGE>16

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, 2003 and 2002 was $7,475 and $3,000, 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 June 2002, the Financial Accounting Standards Board issued SFAS No.
146, Accounting for Costs Associated With Exit or Disposal Activities
(SFAS 146), which is required to be adopted for such activities
initiated after December 31, 2002.  SFAS 146 establishes accounting
rules for recognizing certain costs associated with exit or
restructuring activities that are not associated with new business
combinations or disposal activities covered by FASB Statement No. 144.

Management believes that the adoption of SFAS No. 146 will have no
impact on the Company for the year ended March 31, 2003.

2. COMMON STOCK

In September 2001, the Company issued 38,620,000 shares of restricted
common stock to its principal shareholder in exchange for rights to use
and market product formulas developed by the principal shareholder.
This transaction increased the principal shareholder's control of the
outstanding voting common stock of the Company. The formulas were



<PAGE>17

valued based upon the fair value of the common stock on the date the
transfer was approved by the parties. The values of the formulas were
considered to be totally impaired at March 31, 2002 (see note 1 -
formulas and trademarks).

Also during the year ended March 31, 2002, the Company's principal
shareholder transferred an aggregate of 5,985,000 shares of common
stock to individuals and entities that had performed services for the
Company.  The fair market value of the shares transferred, based upon
the bid price of the common stock on the transfer date, amounted to
$677,615.

3. 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, 2003 and 2002 amounted to $6,880 and $6,747, respectively.
Future minimum lease payments are $4,498 for the year ended March 31,
2004.

4. RELATED PARTY TRANSACTIONS

During the years ended March 31, 2003 and 2002, the Company rented
office space from a shareholder. Rent expense for the year ended March
31, 2003 and 2002 was $7,200. Amounts due to related parties of
$250,438 for March 31, 2003 and $209,392 for March 31, 2002 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.
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.

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 $65,592 and $1,738,591 for the years ended March
31, 2003 and 2002, respectively. The Company has a stockholders'
deficit of $682,563 and a working capital deficiency of $694,653 at
March 31, 2003. 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



<PAGE>18

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.

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
$2,225,000 at March 31, 2003), 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            $ 756,500
 Less valuation allowance                      (756,500)
                                              -----------
Net deferred tax asset                        $    -

During the year ended March 31, 2003 the valuation allowance for
deferred tax assets increased by $22,300.


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 $2,000,000 at March 31,
2003 is scheduled to expire as follows: 2013 - $150,000, 2019 -
$440,000, 2020 - $1,100,000, 2021 - $210,000, 2022 - $60,000 2023 -
$65,000. 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>19

                                  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:

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>20

                            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       2003        -      -            -           -         -          -            -
 President           2002        -      -            -           -         -          -            -
                     2001        -      -           (1)          -         -          -            -

Mary Nelson          2003        -      -            -           -         -          -            -
Treasurer            2002        -      -            -           -         -          -            -
                     2001        -      -            -           -         -          -            -

Irene Zawadowicz     2003        -      -            -           -         -          -            -
                     2002        -      -            -           -         -          -            -
                     2001        -      -            -           -         -          -            -
</TABLE>
(1)During the year ended March 31, 2002, Mr. Thistle received
38,620,000 common shares for technology rights.

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>21

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, 2003 and 2002, Micro rented office
space from Robert Thistle, president. Rent expense for the year ended
March 31, 2003 and 2002 was $7,200. Amounts due to related parties of
$250,438 for March 31, 2003 and $209,392 for March 31, 2002 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>22

(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


                                  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 18, 2003         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                                8/18 /2003
------------------------
Robert Thistle
President and Director
(Principal Executive Officer)




<PAGE>23

               CERTIFICATIONS

I, Robert Thistle, certify that:

1.   I have reviewed this annual report on Form 10KSB of Micro
Laboratories, Inc.

2.   Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present, in all material
respects, the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

(b)   evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

(c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):

(a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

 (b)   any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

(6)   The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date:  August 18, 2003
/s/Robert Thistle
Robert Thistle
Chief Executive Officer



<PAGE>24
                     CERTIFICATION

I, Mary Nelson, certify that:

1.   I have reviewed this annual report on Form 10KSB of Micro
Laboratories, Inc.

2.   Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present, in all material
respects, the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

(b)   evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

(c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):

(a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and



<PAGE>25

(6)   The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date:  August 18, 2003

/s/ Mary Nelson
--------------------------------
Mary Nelson, Chief Financial Officer