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



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FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[X]   |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|      |  |                                                                                         
|      |  | For the fiscal year ended December 31, 2001                                             
|      |  |                                                                                         
|      |  | OR                                                                                      
|      |  |                                                                                         
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|      |  |                                                                                         

Commission File Number: 0-8358

|                                                                                
|--------------------------------------------------------------------------------
|MICRO GENERAL CORPORATION
(Exact name of Registrant as specified in its charter)



|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 95-2621545                          
|                         |  |                                     
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



|                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------
|2510
N. Redhill Avenue, Suite 230, Santa Ana, California 92705
(Address of principal executive offices, including zip code)

Registrants telephone number, including area code: (949) 622-4444



|                                                            |  |                                                                 
|----------------------------------------------------------- |  | ----------------------------------------------------------------
|Securities registered pursuant to Section 12(b) of the Act: |  | None.                                                           
|                                                            |  |                                                                 
|Securities registered pursuant to Section 12(g) of the Act: |  |                                                                 
|                                                            |  |                                                                 
|Title of each class
Common Stock, $.05 par value            |  | Name of each exchange on which registered
NASDAQ National Market

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K, or any
amendment to this Form 10-K. [X]

As of April 25, 2002, 15,773,310 shares of
common stock ($.05 par value) were
outstanding, and the aggregate market value of the shares of the common stock
held by non-affiliates of the registrant was $66,258,963. The aggregate market value
was computed with reference to the closing price on the NASDAQ National Market
on such date.

DOCUMENTS INCORPORATED BY REFERENCE.

None.





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TABLE OF CONTENTS



|           |                                                                         |  |  |  |  |  |  | 
|---------- | ----------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III  
|           | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT                
|           | ITEM 11. EXECUTIVE COMPENSATION                                        
|           | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|           | ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 
|SIGNATURES



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PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The following table
sets forth certain information as of April 1, 2002,
with respect to each of our executive officers and directors:

|                     |  |     |    |          |  |                                                     
|-------------------- |  | --- | -- | -------- |  | ----------------------------------------------------
|Name                 |  | Age |    | Position
|                     |  |     |    |         
|John R. Snedegar     |  |     | 52 |          |  | President, Chief Executive Officer and Director     
|Dale W. Christensen  |  |     | 49 |          |  | Chief Financial Officer                             
|Jeffrey A. Sanderson |  |     | 44 |          |  | Executive Vice President, Business Development      
|Nancy Pope Nelson    |  |     | 49 |          |  | Chief Operating Officer                             
|Joseph E. Root       |  |     | 57 |          |  | Senior Vice President, General Counsel and
Secretary
|William P. Foley, II |  |     | 57 |          |  | Director, Co-Chairman of the Board                  
|Patrick F. Stone     |  |     | 54 |          |  | Director, Co-Chairman of the Board                  
|Dwayne Walker        |  |     | 40 |          |  | Director                                            
|John M. McGraw       |  |     | 40 |          |  | Director                                            
|Richard H. Pickup    |  |     | 68 |          |  | Director                                            
|Carl A. Strunk       |  |     | 64 |          |  | Director                                            

Mr. Snedegar has been one of our directors since 1998 and has served as
our Chief Executive Officer since April 1999 and our President since March
2002. He previously served as our President from April 1999 through October
2001. Mr.
Snedegar was the Chief Executive Officer of United Digital Network, Inc., a
switch based long distance reseller, from 1992 until March 1999. Before his
involvement with United Digital Network, Inc., Mr. Snedegar was the President
and Chief Executive Officer of AmeriTel Management, Inc. Mr. Snedegar is also
currently a director of StarBase Corporation.

Mr. Christensen has been our Chief Financial Officer since June 1999. Mr.
Christensen was Chief Financial Officer and Controller of Teltrust, Inc., an
operator services and directory assistance company, from February 1999 to June
1999. Prior to that he founded United Digital Network, Inc. where he served as
Chief Operating Officer and Chief Financial Officer from June 1992 through
February 1999.

Mr. Sanderson has been our Executive Vice President, Business Development
since 1994. Mr. Sanderson has also served as President of RealEC Technologies,
Inc. since 1999. He
was one of the original founders of ACS Systems, Inc. where he
served as President of the System Development Division from 1994 until our
merger with ACS Systems in May 1998. Before forming ACS Systems, Inc., Mr.
Sanderson was a Senior Systems Programmer for Pacific Bell.

Ms. Nelson has been our Chief Operating Officer since January 2001.
Before joining us, she served as Chief Operating Officer for QuadraMed
Corporation beginning in
August of 2000 and as President of their Enterprise Division
from 1999 to 2000. Prior to the acquisition of Compucare by Quadramed, she
served as Chief

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Operating Officer for Compucare from 1998 to 1999, Senior Vice President,
Product Marketing from 1997 to 1998 and as Senior Vice President Operations,
West from 1995 to 1997. Both Compucare and Quadramed provide software and
services to healthcare providers. In her career, Ms. Nelson has managed
software development, high tech product management, customer service and
support, outsourcing, sales and marketing, and other business functions for
technology companies and consulting firms in the public and private sectors.

Mr. Root has been our Senior Vice President and General Counsel since
February 2000. He also serves as General Counsel to FNIS, and
RealEC Technologies. Mr. Root was General Counsel of Marquip, Inc., a
Wisconsin company and the worldwide leading provider of production equipment
for the manufacture of corrugated paperboard, from 1995 to April 2000. Prior
to that he was Group Counsel to Johnson Controls, Inc., a global technology
leader in the environmental control field, and was also engaged in private
practice as an attorney in New York City, New York.

Mr. Foley has been Co-Chairman of the Board since April 1999. Mr. Foley
was the sole Chairman of our Board from June 1994 through March 1999. Mr.
Foley has been Chairman of the Board and Chief Executive Officer of Fidelity
National since its formation in 1984 and served as its President from 1984 to
1994. Mr. Foley also serves as Chairman of the Board of FNIS, CKE Restaurants, Inc.
He is also a member of the board of directors of American National Financial, Inc., Miravant Medical Technologies,
Inc. and Fresh Foods, Inc.

Mr. Stone has been one of our directors since 1998. Mr. Stone became
Co-Chairman of the Board in April 1999. He also served as our President and
Chief Executive Officer from May 1998 through April 1999. Mr. Stone has been
President of Fidelity National since March 2000 and Chief Executive Officer of
FNIS since January 2002. From March 2000 through December 2001 he served as
Chief Operating Officer of Fidelity National. He is also President and Chief
Operating Officer of Fidelity National Title Insurance Company, a position he
has held since 1995. From February 1989 to May 1995, he was President of
Fidelity National Title Company of Oregon.

Mr. Walker has been one of our directors since 1999. Mr. Walker has been
Chairman and Chief Executive Officer of Network Commerce, Inc., a technology
infrastructure and services company since March 1996. In 1995 and 1996, Mr.
Walker was also Chairman of US Connect, a systems integration and wireless
company which was acquired by IKON Office Systems. In 1989, Mr. Walker began a
six-year tenure with Microsoft Corporation where he held several positions,
including General Manager of Sales and Marketing, Director of Windows NT and
Networking Products, Director of SQL Server and Network Products, and other
senior management positions. Mr. Walker was recruited by Microsoft Corporation
to spearhead the launching of the first two version of SQL Server and Windows
NT. In addition, Mr. Walker led the worldwide deployment of the Microsoft
Solutions Provider Channel. Mr. Walker has also held various senior management
and technology positions with DMR Group, Hughes Aircraft and TRW. Mr. Walker
is also an investor and/or advisor to NETDelivery, Inc., BTrade Inc., CarToys,
and other technology, services and retail companies.

Mr. McGraw has been one of our directors since July 2000. Mr. McGraw is
the co-founder of HatcheryWorks, an internet incubator. HatcheryWorks was
founded in December 1999 and has successfully launched over eight companies in
the financial services arena. Before HatcheryWorks, Mr. McGraw served as
President of Portola Dimensional Systems, a company that pioneered the use of
3D technology in business intelligence. Mr. McGraw got his start in technology
when he co-founded InsWeb.com, one of the first companies providing insurance
over the internet. Before InsWeb, Mr. McGraw founded Pacific Specialty
Insurance Company, Western Service Contract Corporation, Pacific Loan
Administrators and McGraw Commercial Insurance Services.

Mr. Pickup has been one of our directors since 1996. Mr. Pickup is a
Senior Vice President of the New York Stock Exchange Member Firm of Wedbush
Morgan Securities, a position he has held for thirty years. For the past forty
years, he has been involved in the ownership of numerous public companies.

Mr. Strunk has
been one of our directors since June 1994. Mr. Strunk was
Executive Vice President, Finance, from February 1997 through April
2001 of CKE Restaurants, Inc. and from April
2001 to August 2001 was its Chief Financial Officer. He served as
Executive Vice-President and Chief Financial Officer of Fidelity
National from March 1992 to September 1997 and thereafter served as
Executive Vice-President, Finance, until March 1998.

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National in March 1992 and served in this capacity until September 1997.
In September 1997, he became Executive Vice President, Finance of Fidelity
National until March 1998. Before his employment with Fidelity National, Mr.
Strunk was President of Land Resources Corporation from 1986 to 1991. Mr.
Strunk is a certified public accountant and is also a director of American
National Financial, Inc.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Exchange Act of 1934, as amended, requires our executive
officers and directors and beneficial owners of 10% or more of our equity
securities to file reports of their ownership, and changes in ownership, of
such securities with the SEC. Such persons are required by the SECs
regulations to furnish us with copies of all forms they file pursuant to
Section 16 and we are required to report any failure of such persons to file by
the relevant due date any of these reports during fiscal year 2001. Based
solely upon a review of the copies of the reports received by it, we believe
that all such filing requirements were satisfied.




ITEM 11. EXECUTIVE COMPENSATION

The following Summary Compensation Table shows compensation paid by us and
our subsidiaries to our Named Executive Officers (the Named Executives) for
all services in all capacities during the years indicated.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

|                             |  |      |      |        |  |                     |         |       |  |              |         |         |  |              |  |              |  |           |         |  |  |   |       | 
|---------------------------- |  | ---- | ---- | ------ |  | ------------------- | ------- | ----- |  | ------------ | ------- | ------- |  | ------------ |  | ------------ |  | --------- | ------- |  |  | - | ----- | 
|                             |  |      |      |        |  | Annual Compensation |         |       |  |             
|                             |  |      |      |        |  |                     |         |       |  |             
|                             |  |      |      |        |  |                     |         |       |  |              |         |         |  |              |  |              |  | Long Term |         |  |  |  
|                             |  |      |      |        |  |                     |         |       |  |              |         |         |  | Other        |  | Compensation |  |           |         | 
|                             |  |      |      |        |  |                     |         |       |  |              |         |         |  | Annual       |  | Awards      |  | All Other
|                             |  |      |      |        |  | Salary              |         | Bonus |  | Compensation |         | Options |  | Compensation
|Name and Principal Position  |  | Year |      | ($)(1) |  | ($)(2)              |         | ($)   |  | (#)          |         | ($)    
|                             |  |      |      |        |  |                     |         |       |  |              |         |        
|John R. Snedegar             |  |      | 2001 |        |  | $                   | 300,000 |       |  | $            | 150,000 |         |  |              |  |              |  |           | 220,000 |  |  | $ | 5,820 | 
|President                    |  |      | 2000 |        |  | $                   | 249,984 |       |  | $            | 150,000 |         |  |              |  |              |  |           | 110,000 |  |  | $ | 5,820 | 
|and Chief Executive Officer  |  |      | 1999 |        |  | $                   | 177,073 |       |  | $            | 150,000 |         |  |              |  |              |  |           | 605,000 |  |  |   |       | 
|Dale
W. Christensen(4)       |  |      | 2001 |        |  | $                   | 145,741 |       |  | $            | 35,000  |         |  |              |  |              |  |           |         |  |  |   |       | 
|Executive Vice-President and |  |      | 2000 |        |  | $                   | 131,775 |       |  | $            | 25,000  |         |  |              |  |              |  |           |         |  |  |   |       | 
|Chief Financial Officer      |  |      | 1999 |        |  | $                   | 68,670  |       |  |              |         |         |  |              |  |              |  |           | 79,750  |  |  |   |       | 
|Jeff Sanderson               |  |      | 2001 |        |  | $                   | 223,959 |       |  | $            | 50,000  |         |  |              |  |              |  |           |         |  |  | $ | 6,000 | 
|Executive Vice-President     |  |      | 2000 |        |  | $                   | 213,733 |       |  |              |         |         |  |              |  |              |  |           |         |  |  | $ | 6,000 | 
|                             |  |      | 1999 |        |  | $                   | 177,375 |       |  | $            | 35,000  |         |  |              |  |              |  |           | 55,000  |  |  | $ | 6,000 | 
|Nancy
Nelson(5)              |  |      | 2001 |        |  | $                   | 294,463 |       |  |              |         |         |  |              |  |              |  |           | 210,000 |  |  |   |       | 
|Executive Vice President and |  |      | 2000 |        |  |                     |         |       |  |              |         |         |  |              |  |              |  |           |         |  |  |   |       | 
|Chief Operating Officer      |  |      | 1999 |        |  |                     |         |       |  |              |         |         |  |              |  |              |  |           |         |  |  |   |       | 
|Joseph
E. Root(6)            |  |      | 2001 |        |  | $                   | 199,000 |       |  |              |         |         |  |              |  |              |  |           |         |  |  |   |       | 
|Senior Vice President and    |  |      | 2000 |        |  | $                   | 176,539 |       |  |              |         |         |  |              |  |              |  |           | 55,000  |  |  |   |       | 
|General Counsel              |  |      | 1999 |        |  |                     |         |       |  |              |         |         |  |              |  |              |  |           |         |  |  |   |       | 



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|(1) |  | Amounts shown for the indicated fiscal year include amounts deferred at
the election of the named executive officer pursuant to our 401(k) plan.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | The number of securities underlying options has been adjusted to reflect
all dividends and stock splits.                                        
|(3) |  | Amounts shown for 2001 consists of the following: (i) Mr. Snedegar
$5,280 for life insurance; (ii) Mr. Sanderson $6,000 for car allowance.      
|(4) |  | Mr. Christensen joined the Company in June 1999 as Executive
Vice-President and Chief Financial Officer.                                        
|(5) |  | Ms. Nelson joined the Company in January 2001 as Executive Vice-President
and Chief Operating Officer.                                          
|(6) |  | Mr. Root joined the Company in February 2000 as Senior Vice-President and
General Counsel.                                                      

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Option Grants

The following table sets forth information concerning stock options
granted to our Named Executives during the fiscal year ended December 31, 2001.

OPTION GRANTS IN LAST FISCAL
YEAR(1)(2)

|                     |  |            |         |               |  |             |      |            |  |       |        |                |  |                              |         |  |  |                            |           |  |  |   |           | 
|-------------------- |  | ---------- | ------- | ------------- |  | ----------- | ---- | ---------- |  | ----- | ------ | -------------- |  | ---------------------------- | ------- |  |  | -------------------------- | --------- |  |  | - | --------- | 
|                     |  |            |         |               |  |             |      |            |  |       |        |                |  |                              |         |  |  | Potential Realizable Value
|                     |  | Number of  |         | Percentage of |  |             |      |            |  |       |        |                |  | at Assumed Annual Rates of  
|                     |  | Securities |         | Total Options |  |             |      |            |  |       |        |                |  | Stock Price Appreciation for
|                     |  | Underlying |         | Granted to    |  | Exercise or |      |            |  |       |        | Option Term(3)
|                     |  | Options    |         | Employees in  |  | Base Price  |      | Expiration |  |      
|Name                 |  | Grants(#)  |         | Fiscal Year   |  | ($/share)   |      | Date       |  | 5%($) |        | 10%($)        
|                     |  |            |         |               |  |             |      |            |  |       |        |               
|John R. Snedegar (4) |  |            | 220,000 |               |  |             | 12.4 | %          |  | $     | 7.4545 |                |  |                              | 4/25/11 |  |  | $                          | 1,033,194 |  |  | $ | 2,607,584 | 
|Dale W. Christensen  |  |            |        |               |  |             |      |            |  |       |        |                |  |                              |         |  |  |                            |           |  |  |   |           | 
|Jeff Sanderson       |  |            |        |               |  |             |      |            |  |       |        |                |  |                              |         |  |  |                            |           |  |  |   |           | 
|Nancy P. Nelson      |  |            | 110,000 |               |  |             |      |            |  | $     | 6.81   |                |  |                              | 1/8/11  |  |  | $                          | 471,933   |  |  | $ | 1,191,069 | 
|                     |  |            | 100,000 |               |  |             |      |            |  | $     | 14.60  |                |  |                              | 7/6/11  |  |  | $                          | 919,800   |  |  | $ | 2,321,400 | 
|                     |  |            |         |               |  |             |      |            |  |       |        |                |  |                              |         |  |  |                            |           |  |  |   |           | 
|                     |  |            | 210,000 |               |  |             | 11.8 | %          |  |       |        |                |  |                              |         |  |  |                            |           |  |  |   |           | 
|Joseph E. Root       |  |            |        |               |  |             |      |            |  |       |        |                |  |                              |         |  |  |                            |           |  |  |   |           | 



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|(1) |  | The options become exercisable as to 25% of the shares on each
anniversary of the date of grant, except for options to purchase
110,000 shares granted to Ms. Nelson which vest as to 33.3% of the
shares on each anniversary of the date of grant. The number of
options have been adjusted to reflect a 10% stock dividend declared
on May 2, 2001 and paid on June 1, 2001 to stockholders of record
as of May 18, 2001.                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The exercise prices were equal to or greater than the fair market
value of the shares on the date the options were granted. The
exercise price may be paid in cash, check, pursuant to a cashless
exercise or by cancellation of indebtedness, among other forms of
payment. The exercise price has been adjusted to reflect a 10%
stock dividend declared on May 2, 2001 and paid on June 1, 2001 to
stockholders of record as of May 18, 2001.                                       
|   
|(3) |  | The potential realizable value represents amounts, net of exercise
price, that may be realized upon exercise of the options
immediately prior to the expiration of their terms assuming
appreciation of 5% and 10% over the option term. The 5% and 10%
are calculated based on rules promulgated by the SEC and do not reflect our
estimate of future stock price growth. The actual value realized
may be greater or less than the potential realizable value set
forth in the table.
|   
|(4) |  | The vesting of Mr. Snedegars options accelerated with respect to
an additional 192,500 shares upon us obtaining certain profit goals
and upon obtaining financing for RealEC Technologies.                                                                                                                                                                                                                                                                                            

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Option Exercises and Fiscal Year-End Values

The following table summarizes information regarding exercises of stock
options by the named individuals during 2001 and unexercised options held by
them as of December 31, 2001.

AGGREGATED STOCK OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

|                    |  |             |        |          |  |             |         |                   |  |                       |           |                         |  |  |         |  |  |  |           |  |  |  |         | 
|------------------- |  | ----------- | ------ | -------- |  | ----------- | ------- | ----------------- |  | --------------------- | --------- | ----------------------- |  |  | ------- |  |  |  | --------- |  |  |  | ------- | 
|                    |  |             |        |          |  |             |         |                   |  | Number of Unexercised |           | Value of Unexercised   
|                    |  |             |        |          |  |             |         |                   |  | Options at            |           | In-the-Money Options at
|                    |  | Shares      |        |          |  |             |         | December 31, 2001 |  | December 31, 2001    
|                    |  | Acquired on |        | Value    |  |             |         |                  
|Name                |  | Exercise(#) |        | Realized |  | Exercisable |         | Unexercisable     |  | Exercisable           |           | Unexercisable          
|                    |  |             |        |          |  |             |         |                   |  |                       |           |                        
|John R. Snedegar    |  |             | 36,773 |          |  | $           | 421,431 |                   |  |                       | 1,110,824 |                         |  |  | 27,500  |  |  |  | 8,084,934 |  |  |  | 172,026 | 
|Dale W. Christensen |  |             | 10,000 |          |  | $           | 120,947 |                   |  |                       | 93,812    |                         |  |  | 17,188  |  |  |  | 899,397   |  |  |  | 81,268  | 
|Jeff Sanderson      |  |             | 25,050 |          |  | $           | 166,160 |                   |  |                       | 96,500    |                         |  |  |        |  |  |  | 910,462   |  |  |  |         | 
|Nancy Pope Nelson   |  |             |       |          |  |             |        |                   |  |                       |          |                         |  |  | 210,000 |  |  |  |          |  |  |  | 758,098 | 
|Joseph E. Root      |  |             |       |          |  |             |        |                   |  |                       | 36,667    |                         |  |  | 18,333  |  |  |  |          |  |  |  |        | 

Director Compensation

Directors are entitled to receive $3,000 per board meeting attended, plus
reimbursement of reasonable expenses. Members of our audit and compensation
committees are entitled to receive $1,500 per committee meeting attended, plus
reimbursement of reasonable expenses.

Employment Agreements

The Company entered into a three-year employment agreement with Ms.
Nelson, the Companys Chief Operating Officer, effective November 7, 2001, and
amended on February 20, 2002. Her base salary is $300,000 per year, and she is
eligible to receive an annual cash bonus. A cash bonus in the amount of
$150,000 will be paid on December 15, 2002. The agreement includes executive
fringe benefits as customary for the Companys other executives. All options
to purchase common stock issued to Ms. Nelson will vest on the earlier of
December 15, 2002, or any involuntary termination of Ms. Nelson for any reason
other than cause. If Ms. Nelson is terminated without cause she will receive a
severance payment of one years base salary. She will also receive one years
base salary if she is terminated without cause after a change of control.
Upon disability lasting six consecutive months, we have the right to terminate
the agreement by paying Ms. Nelson her base salary for the remainder of the
term of the agreement. Upon the termination or expiration of the agreement,
Ms. Nelson has agreed to refrain from engaging in activity competitive with the
Companys business, within 100 miles of where we conduct business, for a period
of one year.

Mr. Snedegar, our President and Chief Executive Officer, was subject to an
employment agreement from April 15, 1999 through April 15, 2002. His 2001
salary under the agreement was $300,000. The agreement provided for additional
compensation and executive fringe benefits, including fully vested options to
purchase 50,000 shares of Company common stock, a $1.0 million life insurance
policy, an annual bonus of up to 5% of the first $6.0 million of audited
pre-tax profits and 10% of our audited pre-tax profits in excess of $10.0
million for each calendar year, a bonus of $100,000 for securing funding for
RealEC and a bonus of $100,000 upon making certain strategic acquisitions. The
agreement further provided for him to be paid a base salary of $150,000 per
year and a discretionary bonus of up to $100,000 in connection with his duties
as Chief Executive Officer of Escrow.com. He was also eligible to receive a
transaction bonus equal to 5% of the net proceeds from any sale of all or a
majority interest in Company subsidiaries, or all or substantially all of the
assets of any of material divisions or those of our subsidiaries. If the
agreement had been terminated for good reason by Mr. Snedegar or by the Company
without cause, he would have receives $600,000 in severance pay and accrued
bonuses. Upon the termination or expiration of the agreement, Mr. Snedegar
agreed not to solicit our customers or employees for a period of one year. The
agreement further provides that the Company will indemnify Mr. Snedegar for
certain claims for a period of five years after his termination.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee was composed of three independent directors
including Messrs. Foley, Walker and McGraw during fiscal 2001. During fiscal
2001, other then Mr. Foley, whose positions with Fidelity National Financial,
Inc. are discussed above, no member of the Compensation Committee was a former
or current officer or employee of us or any of our subsidiaries. In addition,
during that year, none of our executive officers served (i) as a member of the
compensation committee or board of directors of another entity, one of whose
executive officers served on the Compensation Committee, or (ii) as a member of
the compensation committee of another entity, one of whose executive officers
served on the Board of Directors.

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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

General

The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies that govern executive compensation
and benefit practices. The Compensation Committee evaluates the performance of
the executive officers and determines their compensation levels, in terms of
salary, annual bonus and related benefits, all subject to Board approval. The
Compensation Committee has access to independent compensation data for use in
assessing levels of compensation for officers of the Company.

Compensation Philosophy

The Companys executive compensation programs are designed to (i) provide
levels of compensation that integrate pay and incentive plans with the
Companys strategic goals, so as to align the interests of executive management
with the long-term interests of the stockholders; (ii) motivate Company
executives to achieve the strategic business goals of the Company and to
recognize their individual contributions; and (iii) provide compensation
opportunities which are competitive to those offered by other national title
insurance companies and other middle-market corporations similar in size and
performance. Although the exact identity of the corporations surveyed varies,
these generally include title companies and other corporations equal to or
larger than the Company. The Compensation Committee believes that the
components of executive compensation should include base salary, annual cash
bonus, stock option grants and other benefits and should be linked to
individual and Company performance. With regard to the Companys performance,
the measures used for determining appropriate levels of compensation for
executive officers include the Companys national market share, net margin,
quality of service, meeting strategic goals within the current economic climate
and industry environment, scope of responsibilities, expansion by acquisition
or otherwise, and profit retention and profitability, all of which combine to
enhance stockholder value.

Compensation of the Chief Executive Officer for Fiscal 2001

Mr. Snedegars compensation for 2001 was determined pursuant to the terms
of his employment agreement in effect during that period. His employment
agreement provided him with a minimum base annual salary. Mr. Snedegar also
received a cash bonus. Under the terms of his employment agreement, the
Company, through the Compensation Committee, has the discretion to award stock
options to Mr. Snedegar. Mr. Snedegar received stock options in 2001 totaling
220,000 shares of Common Stock. Of these options, no shares vested upon date
of grant.
192,500 of the options vested at 12/31/01 with the remaining 27,500 vesting on
4/25/02.

Compensation of Other Executives for Fiscal 2001

With respect to the base salaries and cash bonuses awarded to other
executive officers in respect of 2001, the Compensation Committee approved
these amounts in the exercise of their discretion. The decision of the
Compensation Committee with respect to the base salary for each such executive
officer is subjective and was made after consideration of the performance of
the executive in his or her particular area of responsibility, the executives
contribution to the Companys overall management team and an assessment of the
future contributions the executive should be able to make to the Company.

7



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Stock Option Grants

As indicated above, an important element of the Companys compensation
philosophy is the desire to align the interests of the executive officers with
the long-term interests of the Companys stockholders. The purpose of the
Companys Stock Incentive Plans is to attract, retain and award executive
officers and directors and to furnish incentives to these persons to improve
operations, increase profits and positively impact the Companys long-term
performance. Consistent with these objectives, the Compensation Committee
granted options to executive officers for their performance.

|               |  |                                               
|-------------- |  | ----------------------------------------------
|April 10, 2002 |  | The Compensation Committee                    
|               |  | William P. Foley, II
Dwayne Walker
John McGraw

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PERFORMANCE GRAPH

Set forth below is a graph comparing cumulative total stockholder return
of our Common Stock against the cumulative total return on the S & P 500 Index
and against the cumulative total return of a peer group index consisting of
certain companies for the industry in which we compete (SIC code 6361  Title
Insurance) for the five-year period ending December 31, 2001. This peer group
consists of the following companies: First American Corporation, LandAmerica
Financial Group, Inc. and Stewart Information Services Corp. The peer group
comparison has been weighted based on our stock market capitalization. The
graph assumes an initial investment of $100.00 on January 1, 1996, with
dividends reinvested over the periods indicated.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET

(PERFORMANCE GRAPH)

|                          |  |        |  |        |  |        |  |        |  |        |  |      |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------- |  | ------ |  | ------ |  | ------ |  | ------ |  | ------ |  | ---- | ------ |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|                          |  | 1996   |  | 1997   |  | 1998   |  | 1999   |  | 2000   |  | 2001
|                          |  |        |  |        |  |        |  |        |  |        |  |      |        |  |  | 
|Micro General Corporation |  | 100.00 |  | 78.57  |  | 242.86 |  | 932.17 |  | 367.86 |  |      | 861.77 | 
|S&P 500 Index             |  | 100.00 |  | 122.48 |  | 172.70 |  | 320.87 |  | 193.00 |  |      | 153.15 | 
|Peer Group                |  | 100.00 |  | 126.17 |  | 233.78 |  | 470.20 |  | 282.33 |  |      | 209.87 | 




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, with respect to each person or entity known to
us to be the beneficial owner of more than 5% of our Common Stock as of April
1, 2001 (1) the number of shares of Common Stock so owned, and (2) the
percentage of all shares outstanding represented by such ownership (based upon
the number of shares outstanding as of April 1, 2002).

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|                                     |                                                                               |        |            |       |            |  |    |   |  | 
|------------------------------------ | ----------------------------------------------------------------------------- | ------ | ---------- | ----- | ---------- |  | -- | - |  | 
|                                     |                                                                               |        | Number of  |       | Percent of
|Name and Address of Beneficial Owner |                                                                               | Shares |            | Class
|                                     |                                                                               |        |            |      
|Fidelity National Financial, Inc.    |                                                                               |        | 10,426,200 | (1)   |            |  | 52 | % | 
|                                     | 17911 Von Karman Avenue
Irvine, California 92614                              |        |            |       |            |  |    |   |  | 
|Richard H. Pickup                    |                                                                               |        | 1,722,621  | (2)   |            |  | 9  | % | 
|                                     | Wedbush Morgan Securities
610 Newport Center Dr.
Newport Beach, CA 92660      |        |            |       |            |  |    |  
|John R. Snedegar                     |                                                                               |        | 1,281,937  | (3)   |            |  | 6  | % | 
|                                     | Micro General Corp.
2510 North Red Hill Ave.
Santa Ana, CA 92705              |        |            |       |            |  |    |   |  | 
|Carolyn P. Hallinan                  |                                                                               |        | 666,667    |       |            |  | 3  | % | 
|                                     | Cross Atlantic Capital Partners
Five Radnor Corporate Center
Radnor, PA 19087 |        |            |       |            |  |    |   |  | 



---

|(1) |  | Represents 9,558,300 shares held of record by Fidelity National
Financial, Inc., a note convertible into 579,150 shares of common stock,
and presently exercisable warrants to purchase 13,750 shares and 275,000
shares of common stock at $1.36 per share and $9.09 per share,
respectively, held by Cal West Services Corporation.                                                               
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes 1,216,921 shares and presently exercisable warrants to purchase
247,500 shares of common stock at $1.36 per share held by Dito Caree LP,
110,000 shares held by TB Fund, LLC, 27,500 shares held by Dito Devcar
Corp., 32,700 shares of common stock held by the Pickup Family Trust, and
options to purchase 88,000 shares of common stock exercisable within 60
days of January 25, 2002.
|   
|(3) |  | Represents 1,000,324 shares subject to options exercisable within 60 days
of January 25, 2002, presently exercisable warrants to purchase 110,000
shares of common stock at $1.36 per share and 171,113 shares held by the
Snedegar Revocable Living Trust.                                                                                                                                         

10



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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership as of April 1,
2002, of our Common Stock by each director who owns shares, by the director
nominees, all Named Executive Officers in the Summary Compensation Table, and
all directors and Named Executives as a group. The information as to
beneficial stock ownership is based on data furnished by the persons concerning
whom such information is given.

|                                                           |  |              |           |            |        |       |           |        |  |            |  |      |  |  |  | 
|---------------------------------------------------------- |  | ------------ | --------- | ---------- | ------ | ----- | --------- | ------ |  | ---------- |  | ---- |  |  |  | 
|                                                           |  | Number of    |           | Number of  |        |       |           |        |  | Percent of
|Name and Address                                           |  | Shares Owned |           | Options(1) |        | Total |           | Total 
|                                                           |  |              |           |            |        |       |           |       
|William P. Foley, II                                       |  |              | 33,500    |            |        |       | 715,000   |        |  | 748,500    |  | 4.9 
|Patrick F. Stone                                           |  |              | 6,700     |            |        |       | 574,706   |        |  | 581,406    |  | 3.8 
|John
R. Snedegar(2)                                        |  |              | 281,113   |            |        |       | 1,000,824 |        |  | 1,281,937  |  | 8.4 
|Dwayne
Walker(3)                                           |  |              | 30,779    |            |        |       |          |        |  | 30,779     |  | *   
|John McGraw                                                |  |              |           |            | 22,000 |       |           | 22,000 |  | *         
|Richard
H. Pickup(4)                                       |  |              | 1,634,621 |            |        |       | 88,000    |        |  | 1,722,621  |  | 11.0
|Carl A. Strunk                                             |  |              | 10,000    |            |        |       | 18,333    |        |  | 28,333     |  | *   
|Dale W. Christensen                                        |  |              | 1,240     |            |        |       | 93,812    |        |  | 96,771     |  | *   
|Jeff Sanderson                                             |  |              | 1,675     |            |        |       | 91,500    |        |  | 93,175     |  | *   
|Nancy Pope Nelson                                          |  |              |           |            |        |       | 50,000    |        |  | 50,000     |  | *   
|Joseph E. Root                                             |  |              | 1,675     |            |        |       | 55,000    |        |  | 56,675     |  | *   
|All directors and
Named Executives as
a group (11 persons) |  |              | 2,001,303 |            |        |       | 2,709,175 |        |  | 4,710,478  |  | 30.8



---

|*   |  | Represents less than 1% of the our Common Stock.                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Represents shares subject to stock options that are exercisable on April
1, 2002 or become exercisable within 60 days of April 1, 2002.                                                                                                                                                                                                                                                             
|(2) |  | Represents 808,324 shares subject to options exercisable within 60 days
of January 25, 2002, presently exercisable warrants to purchase 110,000
shares of common stock at $1.36 per share and 344,083 shares held by the
Snedegar Revocable Living Trust.                                                                                                                                           
|(3) |  | Represents shares held by Beyond Ventures LLC.                                                                                                                                                                                                                                                                                                                                                      
|(4) |  | Includes 1,216,921 shares and presently exercisable warrants to purchase
247,500 shares of common stock at $1.36 per share held by Dito Caree LP,
110,000 shares held by TB Fund, LLC, 27,500 shares held by Dito Devcar
Corp., 32,700 shares of common stock held by the Pickup Family Trust, and
options to purchase 88,000 shares of common stock exercisable within 60
days of January 25, 2002.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

escrow.com

escrow.com is a company that aims to facilitate business-to-business
transactions on the internet by providing a secure and convenient system for
managing payments, deliveries and ancillary services. This company was
launched in October 1999, with assets and intellectual property provided by the
Company. In return, the Company received a promissory note in an amount of
$4.5 million and a warrant to purchase 15 million shares of escrow.com common
stock at a price of $0.40 per share. The Company fully reserved the note
receivable until escrow.com becomes more fully established.

On April 10, 2002, escrow.com merged into iLumin Corp., a company that produces
software products designed to improve the security of electronic transactions,
with iLumin being the surviving entity. The merger was effected by an exchange
of escrow.com common stock for stock in the surviving entity, such that
escrow.com shareholders received 40% of the equity of the surviving entity.
The Company partially exercised its warrant as part of the transaction,
receiving 11,250,000 shares of escrow.com common stock, which it exchanged for
35,468,642 shares of iLumin common stock, representing a 12% equity interest.

Fidelity National Financial, Inc. (Fidelity National)

Mr. Foley, Co-Chairman of the Board, also serves as the Chairman and Chief
Executive Officer of Fidelity National. Mr. Stone, Co-Chairman of the Board,
also serves as President of Fidelity National. Mr. Strunk, a member of our
board, formerly served as Executive Vice President, Finance of Fidelity
National.

We provide information technology services to Fidelity National, our
majority stockholder, on a fee for services basis. Under the terms of the
master services agreement with Fidelity National, they have the option, but not
the obligation, to obtain information technology services, including technology
development, maintenance and support, training, consulting, equipment
procurement, and website hosting, from us on a project order basis. Under the
master services agreement, Fidelity National pays us an hourly fee for
consulting services, annual fees for maintenance and support and hosting
services and a per project fee for development services. We own the technology
that we develop for Fidelity National and grant to Fidelity National a royalty
free, irrevocable and perpetual license to use such technology for its
business. The master services agreement, however, provides that Fidelity
National owns all rights and interests in and to NGS, and grants to us an
exclusive, worldwide license to commercialize NGS for a period of ten years
from the date of the completion of beta testing for NGS. Upon expiration of
the master services agreement or upon termination caused by an uncured breach
by us, we will be granted a non-exclusive license to NGS. We are prohibited
from licensing NGS to Stewart Title Company, LandAmerica Financial Group, Inc.
or Old Republic National Title Company in a state for a period of 90 days
following Fidelity Nationals rollout of NGS in that state and to the First
American Corporation in a state for a period of three years following Fidelity
Nationals rollout of NGS in that state. In addition, if we license NGS to an
entity within the real estate industry, we are required to pay to Fidelity
National a royalty equal to 10% of our licensing revenues until such royalties
equal the aggregate amount paid by Fidelity National to us for the development
of NGS, and a royalty equal to 2% of our licensing revenues, until Fidelity
National has recovered 125% of such development costs. For the purpose of
determining this royalty, the amount paid by Fidelity National

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to develop NGS includes all amounts paid from the inception of the NGS
development through completion of beta testing at Fidelity Nationals facility
located in San Bernardino, California. Except for our license to NGS, the master
services agreement with Fidelity National has a term of three years, subject to
extension at the discretion of Fidelity National for an additional three year
period and automatically renews for three additional one year periods
thereafter, at the discretion of us or Fidelity National.

On December 15, 1999 we entered into a Convertible Note Purchase Agreement
with Cal West Service Corporation (Cal West), a wholly-owned subsidiary of
Fidelity National, under which we borrowed the principal amount of $5.3 million
pursuant to a promissory note in favor of Fidelity National which bears
interest at the rate of 10% per year and is due on December 14, 2004. The
promissory note my be converted by Fidelity National at any time at a
conversion price of $9.09 per share. Under the Convertible Note Purchase
Agreement we also issued to Cal West a warrant to purchase 275,000 shares of
Company common stock, at an exercise price of $9.09 per share.

Fidelity National also acts as a guarantor for up to $5 million under our
credit agreement with Imperial Bank. In addition, we lease office space from
companies affiliated with Fidelity National at the following locations: Fort
Lauderdale, Florida; Chicago, Illinois; Santa Ana, California; San Diego,
California; and Los Angeles, California.

Fidelity National Information Solutions, Inc. (FNIS)

FNIS is a company affiliated with Fidelity National, which provides a
variety of ancillary services to the real estate industry. Messrs. Foley and
Stone serve as directors of FNIS and Mr. Root serves as General Counsel to
FNIS. In addition, Bradley Inman, a director of FNIS, formerly served as one
of our directors.

Under the terms of the master services agreement with FNIS, FNIS and its
affiliates have the option, but not the obligation, to obtain information
technology services, including technology development, maintenance and support,
training, consulting, equipment procurement, and website hosting, from us on a
project order basis. FNIS pays us an hourly fee for consulting services, an
annual fee for maintenance and support and hosting services and a per project
fee for development services. FNIS has agreed to be liable for certain taxes
levied on us and arising out of our performance under the master services
agreement. We have agreed to indemnify FNIS and its affiliates for certain
third party losses they may incur in connection with our performance under the
master services agreement. We own the technology that we develop for FNIS and
grant to FNIS a royalty free, irrevocable and perpetual license to use such
technology for its business. The master services agreement with FNIS has a
term of three years, subject to extension at the discretion of FNIS for an
additional three-year period and automatically renews for up to three
additional one-year periods thereafter, at the discretion of us or FNIS. The
master services agreement expressly permits FNIS and its affiliates to solicit
our employees after the termination of the agreement, and we have agreed to
grant non-competition and non-solicitation waivers in favor of FNIS and its
affiliates.

RealEC Technologies, Inc. (formerly TXMNet, Inc.)

We own all of the outstanding shares of common stock of RealEC
Technologies, which represents all shares of capital stock of RealEC
Technologies with general voting rights. Mr. Sanderson serves as President and
Mr. Root serves as General Counsel of RealEC Technologies. We acquired shares
of RealEC Technologies common stock in November 2001 from the MGEN Tech Fund I,
L.P. and Beyond Ventures LLC pursuant to transactions where we exchanged one
share of Micro General common stock for every 8.1226 shares of RealEC
Technologies common stock, based on a ratio that valued our common stock at
$10.60 per share and the RealEC Technologies common stock at $1.305 per share
(the price paid by LandAmerica for the RealEC Technologies non-voting Series B
Preferred Stock in an October 2001 financing). The MGEN Tech Fund is an
investment group whose general partner is Ratisbon, LLC, of which Mr. Foley is
the sole member, and whose limited partners include Messrs. Foley, Stone,
Snedegar, Root and Sanderson. Mr. Walker is the Managing Partner of Beyond
Ventures.

In addition to our common stock ownership, Micro General owns 6,520,000
shares of nonvoting Series A preferred stock of RealEC Technologies. Assuming
conversion of all outstanding convertible stock and exercise of all outstanding
options and warrants to acquire capital stock of RealEC Technologies, Micro
General owns 56% of the capital stock of RealEC Technologies.

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During the period from      to October 25, 2001, we provided loans
totaling $5,280,000 to RealEC Technologies, payable upon the closing of a
financing transaction. Following the closing of a financing transaction with
LandAmerica, RealEC Technologies reimbursed us $1.5 million in cash and
executed a subordinated convertible promissory note in the amount of
$3,780,000, payable on July 31, 2003, and earning interest at 7% per year. At
our option, the note is convertible into RealEC Technologies Series B preferred
stock at a price of $1.305 per share. In the event RealEC Technologies has
insufficient funds to cover its negative cash flow, if any, we have agreed to
provide it with a nonrevolving line of credit in the principal amount of $1.5
million through July 31, 2003.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

| |  |                                                   |  |                                                                              
| |  | ------------------------------------------------- |  | -----------------------------------------------------------------------------
| |  | MICRO GENERAL CORPORATION,
a Delaware Corporation
| |  |                                                   |  |                                                                              
| |  | By:                                               |  |                                                                              
| |  |                                                   |  | /s/ JOHN
SNEDEGAR                                                            
| |  |                                                   |  | John SnedegarChief Executive Officer, President
(Principal Executive Officer)

Date: April 10, 2002

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

|                                              |  |                                                                                                    |  |               
|--------------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                     |  | Title                                                                                              |  | Date          
|                                              |  |                                                                                                    |  |               
|                                              |  |                                                                                                    |  |               
|                                              |  |                                                                                                    |  |               
|/s/ JOHN R. SNEDEGAR
John R. Snedegar         |  | President, Chief Executive Officer and
Director                                                    |  | April 30, 2002
|                                              |  |                                                                                                    |  |               
|                                              |  |                                                                                                    |  |               
|/s/ DALE W. CHRISTENSEN
Dale W. Christensen   |  | Executive Vice President, and Chief
Financial Officer (Principal Financial
and Accounting Officer) |  | April 30, 2002
|                                              |  |                                                                                                    |  |               
|                                              |  |                                                                                                    |  |               
|/s/ WILLIAM P. FOLEY, II
William P. Foley, II |  | Director                                                                                           |  | April 30, 2002
|                                              |  |                                                                                                    |  |               
|                                              |  |                                                                                                    |  |               
|/s/ PATRICK F. STONE
Patrick F. Stone         |  | Director                                                                                           |  | April 30, 2002
|                                              |  |                                                                                                    |  |               
|                                              |  |                                                                                                    |  |               
|/s/ DWAYNE WALKER
Dwayne Walker               |  | Director                                                                                           |  | April 30, 2002

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|                                         |  |          |  |               
|---------------------------------------- |  | -------- |  | --------------
|Signature                                |  | Title    |  | Date          
|                                         |  |          |  |               
|                                         |  |          |  |               
|                                         |  |          |  |               
|/s/  JOHN M.
McGRAW
John M. McGraw       |  | Director |  | April 30, 2002
|                                         |  |          |  |               
|                                         |  |          |  |               
|/s/  RICHARD H.
PICKUP
Richard H. Pickup |  | Director |  | April 30, 2002
|                                         |  |          |  |               
|                                         |  |          |  |               
|/s/  CARL A.
STRUNK
Carl A. Strunk       |  | Director |  | April 30, 2002

15