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: 3/31/02
                     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)
<TABLE>

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

   29 Lakeside Drive, Johnston, Rhode Island                 02919
 (Address of principal executive offices)                 (Zip Code)
</TABLE>


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


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             No    x
    -----           ------
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]


<PAGE>

The Company's revenues for its most recent fiscal
year were $0.00.

The number of shares outstanding of Company's class
of common stock, as of March 31, 2002 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__




                   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 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:


<PAGE>4

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.

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

<PAGE>5

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.

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



<PAGE>6

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.




                      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
             6/30/00
             9/30/00
            12/31/00
             3/31/01
             6/30/01
             9/30/01
            12/31/01
             3/31/02

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF
          OPERATIONS.

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

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

For the years ended March 31, 2002 and 2001, Micro
did not pursue any investing activities.

For the year ended March 31, 2002, Micro had
amounts due to related parties of $576,352
resulting in net cash provided by financing
activities of $576,352.

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.



<PAGE>8

On a long-term basis, liquidity is dependent on
commencement of operations as discussed above,
receipt of revenues, additional infusions of
capital and debt financing.  Micro believes that
additional capital and debt financing in the short
term will allow Micro to increase its marketing and
sales efforts and become a fully operational
corporation thereafter resulting in increased
revenue and greater liquidity in the long term.
However, there can be no assurance that Micro will
be able to obtain additional equity or debt
financing in the future, if at all.

Results of Operations.

Micro is accurately classified as a development
stage corporation and has conducted startup and
development operations that include:
  -   completed photo shoots, created corporation
logos, brochures, sales literature, product labels
and packaging design, UPCs
  -   prepared the product line of six items for
distribution roll out
  -   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, 2002, Micro had a net
loss of $623,494.   Operating expenses for the
March 31, 2002 were $584,874 and consisted of
advertising and public relations of $3,000, legal
and professional fees of $9,150, laboratory
supplies of $700, telephone of $7,473, depreciation
of 47,522, rent of $7,962, automobile expense of
$6,460, insurance of $1,264, office supplies of
$1,490, consulting fees of $518,500, outside
services of $4,500, postage of $838, printing of
$985, licenses and fees of $395 and utilities of
$4,636.

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

Plan of Operation.   Micro is in the development
stage and has not conducted any significant
operations to date or received any material
operating revenues.  Micro has experienced
problems, delays, expenses and difficulties
sometimes encountered by an enterprise in Micro's
stage of development, many of which are beyond
Micro's control.  These include, but are not



<PAGE>9

limited to, unanticipated problems relating to
additional costs and expenses that may exceed
current estimates and competition.

Micro is not delinquent in any of its obligations
even though Micro has generated limited operating
revenues.  Micro intends to market its products and
services utilizing cash made available from the
private sale of its securities and operations.
Micro's management is currently looking for an
acquisition candidate and is of the opinion that
the proceeds of the sales of its securities and
future revenues will not be sufficient to pay its
expenses for the next twelve months.   Advances
from its president will be required to continue the
minimal operations of Micro.



<PAGE>10

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements

[LETTERHEAD OF CAYER PRESCOTT CLUNE & CHATELLIER

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, 2002 and the related statements of
operations, stockholders' equity and cash flows for
the years ended March 31, 2002 and March 31, 2001
and the period from August 8, 1997 (inception) to
March 31, 2002.  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 auditing
standards generally accepted in the United States
of America.  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.
as of March 31, 2002 and the results of its
operations and its cash flows for the years ended
March 31, 2002 and 2001 and for the period from
August 8, 1997 (inception) to March 31, 2002 in
conformity with accounting principles generally
accepted in the United States of America.

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



<PAGE>11

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


July 10, 2002
Providence, Rhode Island



<PAGE>12
             MICRO LABORATORIES, INC.
            ===========================
           (A DEVELOPMENT STAGE COMPANY)

                   BALANCE SHEET
                    MARCH 31, 2002

                          ASSETS
                          ======
<TABLE>

                                                       <c>
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                       (31,281)
                                                      ---------
          Net property and equipment                     21,810
                                                      ---------
Other Assets:
   Deposits                                                 600
   Formulas and trademarks (net of accumulated
     amortization and
         Write down for impairment)                       1,000
         Total other assets                               1,600
                                                     ----------
         TOTAL ASSETS                                   $26,410
                                                     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                    $366,188
   Accrued legal settlement                              65,000
   Due to related parties                               740,211
                                                     ----------
        Total current liabilities                     1,171,399
Stockholders Equity:
   Capital stock-$.001 par common; authorized
    50,000,000 shares, issued and outstanding
    49,957,500 shares                                    49,958
   Additional paid-in capital                         1,531,345
   Deficit accumulated during development stage      (2,726,292)
                                                     ----------
          Total stockholders' equity                 (1,144,989)
                                                     ----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $26,410
                                                     ==========
</TABLE>
                       SEE NOTES TO FINANCIAL STATEMENTS


<PAGE>13
          MICRO LABORATORIES, INC.
        (A DEVELOPMENT STAGE COMPANY)

          STATEMENTS OF OPERATIONS
 YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001
       AND THE PERIOD FROM AUGUST 8, 1997
    (DATE OF INCEPTION) TO MARCH 31, 2002
<TABLE>
<CAPTION>
                                 Year Ended    Year Ended    August 8, 1997(inception)
                               March 31, 2002 March 31, 2001    to March 31, 2002
                               -------------- --------------  ------------------------

                                   <c>          <c>                   <c>
Net Sales                        $        0      $         0        $         0
                                 ----------      -----------        -----------
Cost of goods sold                        0                0                  0
                                 ----------      -----------        -----------
Operating expenses:
  Advertising and public relations    3,000            6,850            479,256
  Legal and professional fees         9,150          102,657            383,499
  Fulfillment expense                     0                0             68,277
  Research and development                0           19,723            256,203
  Investor services                       0           18,810            174,810
  Laboratory supplies                   700                0             17,531
  Payroll and payroll taxes               0                0             18,959
  Telephone                           7,473            4,510             49,247
  In company fees                         0                0              6,501
  Depreciation                        7,522            7,525             34,327
  Amortization                            0                0             15,150
  Rent                                7,962            8,296             69,123
  Automobile expense                  6,469           11,228             47,402
  Travel                                  0            2,456             12,212
  Insurance                           1,264                0              5,632
  Website start up expense                0                0            116,177
  Samples                                 0                0                827
  Office supplies                     1,490            3,740             17,025
  Consulting                        528,500              450            692,805
  Freight                                 0                0              2,277
  Repairs and maintenance                 0                0              4,773
  Meals and entertainment                 0                0              1,312
  Outside services                    4,500            8,539             13,207
  Postage                               838            3,415              7,027
  Bank service charges                    0                0              1,248
  Printing                              985            6,184              8,804
  Dues and subscriptions                  0               77              2,304
  Licenses and fees                     385              200              2,665
  Contributions                           0                0                 30
  Utilities                           4,636              403              6,573
  Directors compensation                  0                0             10,000
  Distribution services                   0                0              5,600
  Miscellaneous expense                   0            1,007              2,718
                                 ----------       ----------        -----------
     Total operating expenses       584,874          206,070          2,533,501
                                 ----------       ----------        -----------
Loss from operations               (584,874)        (206,070)        (2,533,501)
                                 ----------       ----------        -----------



<PAGE>14

Other income (loss):
  Legal settlement                        0          (65,000)           (65,000)
  Loss on sale of asset                   0                0             (8,653)
  Write-off of obsolete inventors         0          (27,572)           (27,572)
  Loss on impairment of assets      (38,620)         (59,600)           (98,220)
  Interest income                         0                0              6,654
                                   --------        ---------         ----------
     Net other income (loss)        (38,620)        (152,172)          (192,791)
                                   --------        ---------         ----------
Net loss                         $ (623,494)      $ (358,242)       $(2,726,292)
                                 ==========       ==========        ===========
  Loss per common share and loss
   per common share - assuming
   dilution                             0.02            0.03
                                 ===========      ==========
   </TABLE>

SEE NOTES TO FINANCIAL STATEMENTS



<PAGE>15
          MICRO LABORATORIES, INC
          =======================
        (A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
  YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001
AND THE PERIOD FROM AUGUST 8, 1997 (DATE OF INCEPTION)
TO MARCH 31, 2002
<TABLE>
<CAPTION>
                                                          Additional
                                         Common Stock      Paid in         Accumulated
                                     Shares      Amount    Capital           Deficit
                                     ------      ------    -------         -----------

                                    <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)
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
(Continued)



<PAGE>16
          MICRO LABORATORIES, INC
          =======================
        (A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
  YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001
AND THE PERIOD FROM AUGUST 8, 1997 (DATE OF INCEPTION)
TO MARCH 31, 2002
<TABLE>
<CAPTION>
                                                         Additional
                                        Common Stock      Paid in         Accumulated
                                    Shares      Amount    Capital           Deficit
                                    ------      ------    -------         -----------

                                    <c>        <c>        <c>                <c>
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)

Common stock issued for services
 rendered for the year ended
 March 31, 2002                  38,620,000      38,620            0                 0

Net loss year ended March 31, 2002                                           (623,494)
                                                                           -----------
Balance at March 31, 2002        49,957,500     $49,958   $1,531,345      $(2,726,292)
                                 ----------     -------   ----------       -----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
(Concluded)




<PAGE>17
            MICRO LABORATORIES, INC
         (A DEVELOPMENT STAGE COMPANY)

              STATEMENTS OF CASH FLOWS
  YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001
         AND THE PERIOD FROM AUGUST 8, 1997
       (DATE OF INCEPTION) TO MARCH 31, 2002
<TABLE>
<CAPTION>
                                 Year Ended    Year Ended    August 8, 1997(inception)
                               March 31, 2002 March 31, 2001    to March 31, 2002
                               -------------- --------------  ------------------------

                                   <c>          <c>                   <c>
Cash flows from operating activities:
  Net loss                        $ (623,494)    $   (358,242)       $ (2,726,292)
  Adjustments to reconcile net income
   to net cash used for
   operating activities:
    Value of services received in
     exchange for common stock             0                0             945,335
    Depreciation and amortization      7,522            7,525              46,429
    Loss on sale of equipment              0                0               8,653
    Loss on impairment of assets      38,620           71,325             109,945
  (Increase) decrease in:
    Prepaid expenses                       0           17,033             (20,033)
    Inventory                              0           27,040             (10,007)
    Deposits                               0                0              26,440
  Increase (decrease) in:
    Accounts payable                   1,000          103,626             366,188
    Accrued legal settlement               0           65,000              65,000
                                   ---------       ----------          ----------
      Net cash used by operating
       activities                   (576,352)         (66,693)         (1,188,342)
                                   ---------       ----------          ----------
Cash flows from investing activities:
  Acquisitions of property and
    equipment                              0                0             (79,142)
  Acquisition of formulas and trademarks   0                0             (75,750)
  Proceeds from sale of equipment          0                0               9,825
  Loans to related parties                 0                0             (27,664)
                                   ---------       ----------          ----------
      Net cash used for investing
       activities                          0                0            (172,731)
                                   ---------       ----------          ----------
Cash flows from financing activities:
  Proceeds from issuance of common stock   0                0             593,198
  Amounts due to related parties     576,352           66,693             767,875
                                   ---------       ----------          ----------
      Net cash provided by financing
       activities                    576,352           66,693           1,361,073
                                   ---------       ----------          ----------



<PAGE>18

Net decrease in cash                       0                0                   0

Cash balance, beginning of period          0                0                   0
                                   ---------       ----------          ----------
Cash balance, end of period        $       0       $        0          $        0
                                   =========       ==========          ==========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS



<PAGE>19

MICRO LABORATORIES, INC.
Notes to Financial Statements
March 31, 2002

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.

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.

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, 2002 the
inventory was consider to be impaired with no
value.

Use of 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.



<PAGE>20

MICRO LABORATORIES, INC.
Notes to Financial Statements
March 31, 2002

1.     SIGNIFICANT ACCOUNTING POLICIES (continued)

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, 2002,
because the company has not had any revenue from
operations, formulas and trademarks were considered
to be impaired and are written down to a carrying
value of $1,000.

Property, Equipment, and Depreciation
  Fixed assets are stated at cost. Expenditures for
major renewals and betterments that extend the
Useful lives of fixed assets are capitalized. Upon
retirement of other disposition, the cost and
related Accumulated depreciation are removed from
the account and the resulting gain or loss is
reflected in results of operations.  Expenditures
for maintenance and repairs are charged to expense
as incurred.


Depreciation is provided primarily by the use of
the straight-line method over the following
estimated useful lives of the assets:
<TABLE>
<CAPTION>
Plant Asset Category			Estimated Useful Life

                                         <c>
Furniture and fixtures			          7 years
Leasehold improvements			       31.5 years
Machinery and equipment			        5-7 years
Computer software			                3 years
</TABLE>
Revenue Recognition
  Revenue will be recognized upon the invoicing and
shipping of product.  No significant revenue has
been recognized as of March 31, 2002.

Advertising Costs
  Advertising costs are charged to operations and
are expensed as incurred.  The total amount charged
to expense as of March 31, 2002 and 2001 was $3,000
and $6,850, 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



<PAGE>21

MICRO LABORATORIES, INC.
Notes to Financial Statements
March 31, 2002

1.     SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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, 2002 amounted to
$6,747.

Future minimum lease payments are as follows:

2003	    $  6,747
2004	       4,498
          --------
Total	     $11,245
          ========

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.




<PAGE>22

MICRO LABORATORIES, INC.
Notes to Financial Statements
March 31, 2002

4.     RELATED PARTY TRANSACTIONS

During the year ended March 31, 2002 and 2001, the
Company rented office space from a shareholder.
Rent expense for the year ended March 31, 2002 and
2001 was $7,200.

Due to related parties of $740,211 for March 31,
2002 and $163,859 for March 31, 2001 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.

In September 2001, the Company issued 38,620,000
shares to its principal shareholder in exchange for
rights to use and market product formulas developed
by the principal shareholder.  This transaction
increased the principal shareholder's control of
the outstanding voting common stock of the Company.
The formulas were valued based upon the par value
of the common stock.  The value of the formulas
were considered to be totally impaired at March 31,
2002 (see note 1 - formulas and trademarks).

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 $2,726,292 since its inception.
The Company is a development stage business.





<PAGE>23

MICRO LABORATORIES, INC.
Notes to Financial Statements
March 31, 2002

6.     GOING CONCERN STATUS - FUTURE OPERATIONS
(continued)

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 said products and services,
and  therefore 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 $2,700,000 at March
31, 2002 and $1,900,000 at March 31, 2001), which
are not currently available.

Deferred income taxes consisted of the following at
March 31, 2002 and 2001:
<TABLE>

                                     <c>         <c>
Non-current deferred tax asset	$918,000      $646,000
	Valuation allowance	      (918,000)     (646,000)
                                   ---------     ---------
	Net deferred tax asset       $       0	 $       0
                                   =========     =========
</TABLE>
The deferred tax asset noted above was calculated
utilizing a blended federal and state income tax
rate of 34%.



<PAGE>24

MICRO LABORATORIES, INC.
Notes to Financial Statements
March 31, 2002

7.     INCOME TAXES

Net operating loss carryforwards are available for
a period of 15 years.  The estimated net operating
loss of approximately $2,700,000 at March 31, 2002
is scheduled to expire as follows:

2013	                   150,000
2014	                   440,000
2015	                 1,100,000
2016                     210,000
                         800,000
                      ----------
Total net operating
  loss                $2,700,000
                     ===========

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.

8.     RECLASSIFICATION

Certain amounts from inception to March 31, 2002
have been reclassified to agree with the year ended
March 31, 2002 presentation.

                      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.



<PAGE>25

The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name                Age            Position                        Term(s) of Office

                <c>               <c>                               <c>
Robert Thistle      59        President, Director              Inception 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.   For the past two fiscal years, no
remuneration has been paid to the officers of
Micro.

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.



<PAGE>26

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

                                                          Percentage of
                              Number & Class(1)            Outstanding
Name and Address                of Shares                 Common Shares

Robert Thistle
29 Lakeside Drive
Johnston RI 02919              40,120,000                     80.31%

Irene R. Zawadowicz
7 Lakeside Drive
Johnston, RI 02919                 20,000                       .04%

All Directors & Officers
as a group (2 persons)         40,140,000                     80.35%

(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.



<PAGE>27

ITEM 12.    CERTAIN RELATIONSHIPS AND
            RELATED TRANSACTIONS

During the year ended March 31, 2002 and 2001, the
Company rented office space from a shareholder.
Rent expense for the year ended March 31, 2002 and
2001 was $7,200.

Due to related parties of $740,211 for March 31,
2002 and $163,859 for March 31, 2001 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.

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

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.

 (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

                 SIGNATURES

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

Date:    July 12, 2002

 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                  July 12, 2002
------------------------
Robert Thistle
President and Director
(Principal Executive Officer)