U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------------------

FORM 10QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002
Commission File No. 2-67918

Mikros Systems Corporation
--------------------------
(Exact Name of Small Business Issuer as Specified
 in its Charter)

Delaware				14-1598200
--------				----------
(State of Other Jurisdiction	(I.R.S. Employer
 of Incorporation or Organization) Identification No.)

707 Alexander Road, Building Two, Suite 208,
Princeton, New Jersey 08540
-------------------------------------------
(Address of Principal Executive Offices)

609-987-1513
------------
(Issuer's Telephone Number, Including Area Code)

-------------------------------------------------
(Former Address, If Changed Since Last Report)

Check whether the Issuer: (1) filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the past 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:_______

State the number of shares outstanding of each of the Issuer's
classes of common stock, as of March 31, 2002:

Class                           Number of Shares
-----                           ----------------
Common Stock, Par Value $.01      31,106,753

Transitional Small Business Disclosure Format (check one):

Yes:___X___        No:________






TABLE OF CONTENTS

PART I.  FINANCIAL STATEMENTS                PAGE #

Item 1.  Financial Statements  3

	CONDENSED BALANCE SHEET
	As of March 31, 2002  4

    	CONDENSED STATEMENTS OF OPERATIONS
	For the Three Months Ended March 31, 2002
        and 2001    6

	CONDENSED STATEMENTS OF CASH FLOWS
	 For the Three Months Ended March 31, 2002
        and 2001   7

	NOTES TO THE CONDENSED FINANCIAL STATEMENTS
 	      8

 Item 2. Management's Discussion and Analysis of
         Financial Condition and Results of
	  Operations 11

	  Results of Operations 13

	  Liquidity and Capital Resources 13

PART II  OTHER INFORMATION

	   Item 5.  Other Information   15

	   Item 6.  Exhibits and Reports on
		      Form 8-K  15

	   SIGNATURES  16




PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements.

Certain information and footnote disclosures required
under accounting principles generally accepted in the
United States of America have been condensed or
omitted from the following financial statements
pursuant to the rules and regulations of the Securities and
Exchange Commission, although Mikros Systems Corporation
(the "Company") believes that such financial disclosures are
adequate to assure that the information presented is not
misleading in any material respect.  The following financial
statements should be read in conjunction with the year-end
financial statements and notes thereto included in the
Company's Annual Report on Form 10KSB for the fiscal year
ended December 31, 2001.

The results of operations for the interim periods presented
herein are not necessarily indicative of the results to be
expected for the entire fiscal year.





MIKROS SYSTEMS CORPORATION
CONDENSED BALANCE SHEET
(UNAUDITED)

					MARCH 31,
ASSETS				        2002
------ 				--------

CURRENT ASSETS

  Cash					$ 109,068
  Accounts Receivable		   18,071
  Other Current Assets		    9,585
					  --------
  TOTAL CURRENT ASSETS		  136,724
   					  --------

FIXED ASSETS

  EQUIPMENT				   61,063
    Less: Accumulated Depreciation (51,591)
					  --------
FIXED ASSETS, NET			    9,472
				        --------
OTHER ASSETS

  Patent Costs, Net                 22,724
                                  --------
                                    22,724
					 --------
TOTAL ASSETS		  	 	$ 168,920
                                 =========

  See Notes to Financial Statements






MIKROS SYSTEMS CORPORATION
CONDENSED BALANCE SHEET
(UNAUDITED)


                                                  MARCH 31,
LIABILITIES AND SHAREHOLDERS' DEFICIENCY              2002
						      ---------
CURRENT LIABILITIES
  Accounts Payable                                 $36,112
  Accrued Payroll and Payroll Taxes                 23,938
  Accrued Expenses                                  25,351
  Unbilled Receivables				        2,840
  Advances from an affiliate                        49,055
  Customer Advances                                 15,000
                                                 ---------
TOTAL CURRENT LIABILITIES                         $152,296
                                            --------
COMMITMENTS AND CONTINGENCIES
MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK
  par value $.01 per share, authorized 150,000
  shares, issued and outstanding 5,000 shares
  		                                     80,450
			                             -------
SHAREHOLDERS' DEFICIENCY

  Preferred Stock, convertible,
  par value $.01 per share, authorized 2,000,000
  shares, issued and outstanding 255,000 shares
                                                     2,550

  Preferred Stock, Series B convertible, par value
  $.01 per share, authorized 1,200,000 shares, issued
  and outstanding 1,102,433 shares                  11,024

  Preferred Stock, Series D, par value $.01 per
  share, 690,000 shares authorized, issued and
  outstanding                                        6,900

  Common Stock, par value $.01 per share,
  authorized 60,000,000 shares, issued and
  outstanding 31,106,753                           311,068

  Capital in excess of par                      11,363,671
  Accumulated deficit                          (11,759,039)
                                                -----------
TOTAL SHAREHOLDERS' DEFICIENCY                 (    63,826)
                                                -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY  $  168,920
                                               ============

See Notes to Financial Statements








MIKROS SYSTEMS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


                               Three Months Ended,
                       March 31, 2002   March 31, 2001
                       --------------   --------------
Revenues:
  Royalties            $      21,945    $     31,960

                        -------------    -----------
Expenses:
 General & Administrative     46,635          57,561
                          -----------    -----------
                              46,635          57,561
                          -----------    -----------

Net Operating Loss           (24,690)        (25,601)
                          -----------    -----------
Net Loss                $    (24,690)    $   (25,601)
                         ============    ============

Basic Loss Per Share    $        0.00    $      0.00
                         ============    ============
Weighted Average number
 of shares outstanding     31,106,753     30,619,063
                         =============   ============

See Notes to Financial Statements










MIKROS SYSTEMS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                         The Three Months Ended
                                         March 31, 2002  March 31, 2001
                                         --------------  --------------
Cash Flow From Operating Activities:
   Net Loss                                $( 24,690)  $ (25,601)
Adjustments to reconcile Net (Loss)
 to Net Cash Provided (Used) by Operating
 Activities:
  Depreciation and Amortization		    597         530
 Net Changes in Operating Assets and
   Liabilities (Increase) Decrease in:
   Accounts Receivable			         18,071     12,500
   Other Current Assets			  7,840     (5,400)
   Other Assets    			             -       2,206
  Increase (Decrease) in:
   Accounts Payable				      -      3,354
   Accrued Payroll and Payroll Taxes	            740      1,436
   Other Liabilities                           12,129     10,400
                                             --------   --------
 Net Cash Provided by(used in) Operations      14,687      (575)
						--------   --------
  Cash Flows Provided from Financing
      Activities:
     Advance from related party		     129         -

	  		                      ---------   --------
 Net increase (decrease) in cash		  14,816      (575)
 Cash, beginning of the period                 94,252    142,316
                                             --------    --------

Cash at the end of the period		      $ 109,068    $141,741
                                             ========    ========

      See Notes to Financial Statements






MIKROS SYSTEMS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2002

Note 1  Basis of Presentation:

The financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted
pursuant to such rules and regulations.  These financial statements
should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form
10KSB for the year ended December 31, 2001.

In the opinion of the Company's management the accompanying
unaudited financial statements contain all adjustments,
consisting solely of those which are of a normal recurring
nature, necessary to present fairly its financial position as
of March 31, 2002 and the results of its operations and
its cash flows for the three months ended March 31, 2002.

Interim results are not necessarily indicative of results
for the full fiscal year.

Basic loss per common share was calculated based upon the
net loss available to common stockholders divided by the
weighted average number of shares of common stock
outstanding during the period.

The Company's financial statements have been prepared
assuming that the Company will be able to continue as
a going concern.  The Company has sustained substantial
operating losses in recent years.  In addition, the Company
has used substantial amounts of working capital in its
operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going
concern.  Management's plans and intentions on
the going concern issue are discussed below.  These financial
statements do not include any adjustments that would be
required if the Company were unable to continue as a going
concern.

In order to continue as a going concern, the Company will
need to incur substantial expenditures to develop and
market its commercial wireless communications business.

In view of these matters, realization of a major portion
of the assets in the accompanying business sheet is
dependent upon continued operations of the Company, which
in turn is dependent on the Company being able to obtain
financing and/or equity capital to support further
development for its commercial wireless business and
continuing operations.  Management believes that actions
presently being taken to revise the Company's operating
and financial requirements provide the opportunity to
continue as a going concern.





Note 2  Stockholder's Equity:

MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK
----------------------------------------------------

The Series C Preferred Stock, was issued in 1988 in order
to satisfy notes payable and other trade accounts payable
pursuant to a debt restructuring. The Series C Preferred
Stock is not convertible into any other class of the Company's
stock and is subject to redemption at the Company's option at
any time and redemption is mandatory if certain events occur,
such as capital reorganizations, consolidations, mergers,
or sale of all or substantially all of the Company's
assets. Upon any liquidation, dissolution or winding up
of the Company, each holder of Series C Preferred Stock
will be entitled to be paid, before any distribution or
payment is made upon any other class of stock of the Company,
an amount in cash equal to the redemption price for each
share of Series C Preferred Stock held by such holder,
and the holders of Series C Preferred Stock will not
be entitled to any further payment. The redemption price
per share is $16.09.


SERIES B CONVERTIBLE PREFERRED STOCK
------------------------------------

The Series B Preferred Stock, was issued in 1988 in
order to satisfy notes payable and other trade accounts
payable pursuant to a debt restructuring.  Each share
of Series B Preferred Stock is convertible into three
shares of the Company's common stock at a price of $.33
per share of common stock to be received upon conversion
and entitles the holder thereof to cast three votes on
all matters to be voted on by the Company's Shareholders.
Upon any liquidation, dissolution, or winding up of the
Company, each holder of Series B Preferred Stock will be
entitled to be paid, after all distributions of payments
are made upon the Series C Preferred Stock and before
any payment is made upon the Company's Convertible
Preferred Stock, an amount in cash equal to $1.00 for each
share of Series B Preferred Stock held, and such holders
will not be entitled to any further payment.


SERIES D PREFERRED STOCK
------------------------

The Series D Preferred Stock was issued in 1993 in order
to partially satisfy notes payable and accrued interest
thereon pursuant to a debt restructuring.  The Series D
Preferred Stock provides for an annual cumulative dividend
of $.10 per share.  The shares are not convertible into
any other class of stock and are subject to redemption
at the Company's option at any time at a redemption price
of $1.00 per share plus all unpaid cumulative dividends.
Upon liquidation, dissolution or winding up of the
Corporation, each holder of Series D Preferred
Stock will be entitled to be paid, after all distributions
or payments are made upon the Corporation's Convertible
Preferred Stock, Series B Preferred Stock, and
Series C Preferred Stock, an amount in cash equal to the
Redemption Price for each share of Series D Preferred
Stock held by such holder. The holders of Series
D Preferred Stock will not be entitled to any further
payment.

The Company has neither paid nor declared dividends on
its Common Stock since its inception and does not plan
to pay dividends on its Common Stock in the foreseeable
future.

The Company expects that any earnings which the Company
may realize and which are not paid as dividends to holders
of Preferred Stock will be retained to finance the growth
of the Company.






Item 2.  Management's Discussion and Analysis of
	  Financial Condition and Result of Operations.


Overview

Mikros Systems Corporation was founded in 1978 in Albany, New York
to exploit microprocessor technology developed at the General
Electric Research and Development Center for the military
defense industry.  The Company's headquarters are located at
707 Alexander Road, Suite 208, Princeton, New Jersey; telephone
(609)987-1513.

The Company supplied technology for military applications through
March 1998. The knowledge base and proprietary technology developed
were recognized as applicable to the rapidly expanding commercial
wireless business.

In 1995, the Company decided to also pursue a business plan which
would employ these advanced techniques to enhance the data transmission
rates in the AM and FM radio spectrum.

In 1996, Safeguard Scientifics (Delaware), Inc., invested $1 million
in Mikros in exchange for 10% ownership in the Company.  At the
same time, Mobile Broadcasting Corporation (MBC) was created to exploit
the AM radio technology, particularly in mobile or portable
platforms such as automobiles.  Mikros currently owns a majority interest
in MBC, with the balance of MBC ownership held by Safeguard Scientifics.

Data Design and Development Corporation (3D) was also founded in 1996
as part of the Safeguard Scientific agreement and retains ownership
of the AM and FM technology.  3D has licensed the FM technology
rights in North America to Mikros and the AM technology rights
in North America to MBC. Mikros owns two-thirds  of the equity
of 3D, and Safeguard owns the remaining one-third interest.

The Company sold its military contracts to an unrelated third party
(the Purchaser).  The Purchaser entered into a royalty agreement
with the Company, and is required to pay a 2% royalty on all data
terminal set sales over a four-year period that expires in 2002. In
addition, the Purchaser was obligated to supply $1,000,000 in
engineering services to the Company, which was expended by the end of
1999 on the AM data program in cooperation with MBC.

Mikros' commercial business assets now consists of both the original
FM technology and the AM Radio technology. Continued development of
the FM technology has been postponed in order to focus on the further
development of the AM Radio technology.

The digital system Mikros is developing for AM radio data transmission
is intended to allow simultaneous broadcasting of the present radio
signal with a digital signal. The Company believes that this is
accomplished with minimal disturbance to the existing radio channel.
This system will require minor modifications to the radio station
transmitter which is not expected to require new FCC approval since
adjacent channel interference is avoided.


The Company developed a business model for the AM technology during 1999.
This model combines the AM data transmission technology with the
operations of a nationwide or area wide network of AM radio stations equipped
with the minor modifications to the radio station's transmitter.
Data could be broadcast from point to multipoint, and the signal
received by a small portable receiver to be developed based on the
prototype used in the Company's experimental trials.

During 2001, the Company's Board of Directors decided to explore
providing services to the government business sector in order to further
leverage  its technical knowledge base.  Prior  to its exclusive
focus on the commercial business sector, beginning in 1998, Mikros had
been successful in securing a number of governmental contracts.  For
example, Mikros had received over twelve competitive contract awards
through the Small Business Innovative Research Program.

In March 2002, the U.S. Navy's Dahlgren Division, Naval Surface
Warfare Center (NSWCDD) informed Mikros of its intent to award
a Phase I SBIR (Small Business Innovative Research) contract to
Mikros in May 2002.  The contract is valued at approximately $75,000
and represents the first stage in the development of a Multiple
Function Distributed Test and Analysis Tool (MFDTAT).  This project
will focus on developing standardized test equipment and testing
processes, using modern artificial intelligence techniques, to
provide a foundation for new, less manpower-intensive methods of
system maintenance, alignment, fault detection and isolation. The
potential benefits to the U.S. Navy are:  (1) increased readiness
through reduced maintenance downtime of critical systems; (2)
increased system reliability through predictive failure analysis
and proactive remediation; and (3) more efficient and effective
use of technical manpower through increased automation, distance
support, and interactive training.

Mikros, in conjunction with Anteon Corporation, as a subcontractor,
will initially focus on the development of an intelligent test
and maintenance tool for the AN/SPY-1 AEGIS Radar.  The objective
is to develop a "smart" tool capable of aiding the technician in
the troubleshooting, repair, alignment, and maintenance efforts
necessary to keep the SPY-1 Radar system in peak operating condition,
while at the same time, significantly reducing the downtime currently
required for periodic system alignment and calibration.  Added
benefits include a system measurement data collection capability,
and interactive capability for distance support, and an interactive
offline training capability.

Mikros' current strategy is to build a core of highly
specialized people to support the government business, as
well as its developments in the commercial market. Mikros believes
that there are significant opportunities for Mikros' technical team
to provide support for many of the larger defense contractors that
are required by law to subcontract a significant portion of
their governmental business to smaller contractors.  Mikros
has initiated this strategic plan by contacting various defense
contractors that they have successfully assisted in the past.
There is no assurance that any of the contemplated services
will be established.





Certain matters discussed in this Form 10-QSB are "forward-
looking statements" intended to qualify for the safe harbors
from liability established by the Private Securities
Litigation Reform Act of 1995.  Such forward-looking statements
include, without limitation, statements regarding technology
under development, strategies and objectives.  The forward-
looking statements include risks and uncertainties, including,
but not limited to, the anticipated size of and growth in the
markets for the Company's products, the trends favoring the use
of the Company's proposed commercial products, the anticipated
demand for the Company's new products, the timing of development
and implementation of the Company's new product offerings, the
utilization of such products by the Company's clients and trends
in future operating performance, and other factors not within the
Company's control.  The factors discussed herein and expressed
from time to time in the Company's filings with the Securities
and Exchange Commission could cause actual results and
development to be materially different from those expressed in
or implied by such statements.  The forward-looking statements
made herein are only made as of the date of this report and
the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstances.

The discussion and analysis of the Company's financial condition
and results of operations are based upon the Company's condensed
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States.  The preparation of these financial statements requires
management of the Company to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods.  Actual results could differ materially
from these estimates.  For a more detailed explanation of judgments made
in these areas, refer to our Annual Report on Form 10-K for the year ended
December 31, 2001

Results of Operations
---------------------

Three Months Ended March 31, 2002 and 2001

Total revenues were $21,945 for the first quarter ended March
31, 2002 compared to $31,960 for the same period in 2001. The
revenues represent royalties earned pursuant to the Company's
divestiture of its military contracts.

General and Administrative expenses for the quarter ended
March 31, 2002 were $46,635 versus $57,561 in the quarter
ended March 31, 2001.

Net loss for the three months ended March 31, 2002 was
$24,690 versus a net loss of $25,601 for the same period
in 2001.

Liquidity and Capital Resources
-------------------------------

Since its inception, the Company has financed its operations
through debt, private and public offerings of equity
securities and cash generated by operations.

At March 31, 2002, the Company had cash of $109,068. As of
March 31, 2002, the Company had negative working capital of
$15,572.

Net cash provided by operating activities was approximately
$14,687 which includes changes in certain of the Company's
operating assets and liabilities and the net loss of the
three months ended March 31, 2002.

Commencing April 10, 1998, for a period of four years, the
Company is receiving a royalty of 2% of all data terminal
sales by General Atronics Corporation (GAC).  The royalty
agreement provides for quarterly reports and payments based
on the GAC shipments and receipts during the quarter. The
royalties for the quarter ended March 31, 2002 were
$21,945.

Mikros is presently seeking $5,000,000 in financing in order to
implement its business plan.  There is no guarantee that
the Company will be able to obtain the necessary financing
or that the application contemplated will be embraced by
potential users.

The Company intends to continue the development and marketing
of its commercial applications of its wireless communications
technology both directly and through its relationship with
MBC.  In order to continue such development and marketing,
the Company will be required to raise additional funds.
The Company intends to consider the sale of additional debt
and equity securities under appropriate market conditions,
alliances or other partnership agreements with entities
interested in supporting the Company's commercial programs,
or other business transactions which would generate resources
sufficient to assure continuation of the Company's operations
and research programs.  There can be no assurance, assuming the
Company successfully raise additional funds or enters into
business alliances, that the Company will achieve profitability
or positive cash flow.  If the Company is unable to obtain
additional adequate financing or enter into such business
alliances, management will be required to sharply curtail its
operations.  Failure to obtain such additional financing on
terms acceptable to the Company may materially adversely affect
the Company's ability to continue as a going concern.





PART II.  OTHER INFORMATION

Item 5.	Other Information

Item 6.	Exhibits and Reports on Form 8-K

(a)	Exhibits

None.

(b)	Reports on Form 8-K.

None.






SIGNATURES

In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto
duly authorized.

				MIKROS SYSTEMS CORPORATION


DATE:  May 13, 2002		By:/s/Thomas J. Meaney
			       ----------------------
				 President