REGISTRATION STATEMENT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MICRO LABORATORIES, INC.
(Exact Name of Issuer as specified in its Charter)

NEVADA  				05-494587
-----
(State of Incorporation) (I.R.S. Employer
Identification No.)

29 LAKESIDE DRIVE, JOHNSTON, RHODE ISLAND 02919
(Address of Principal Executive Offices) (Zip Code)

MICRO LABORATORIES, INC. - YEAR 2001 STOCK AWARD PLAN
(Full title of the Plan)

Nevada Corporate Services, Inc.
Mr. Richard Fritzler, Pres.
1800 E. Sahara Blvd #107
Las Vegas, Nevada 89107
(702) 365-5800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies of all communications to:
Declan J. O'Donnell, Esq.
499 South Larkspur Drive
Castle Rock, Colorado 80104
(303) 688-1193


CALCULATION OF REGISTRATION FEE

----------------	--------- ---------	--------------
Title of Each 		Amount to	Proposed 	Proposed
Class of 			be		Maximum 	Maximum
Securities to 		Regis	Offering  Aggregate
be Registered 		tered	Price Per	Offering Price
Share
     (1) 					  (1)	   (1)
----------------	---------	---------	--------------

Common Stock, 		10,000,000 $.05 	$ 500,000
$.001 par value
per share
----------------	---------	---------	--------------

(1) Estimated solely for the purpose of calculating the
registration fee

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

a.	General Plan

1.	The title of the Plan is:  Micro Laboratories, Inc.
- Year 2001 Stock Award Plan ("Plan") and the name
of the registrant whose securities are to be
offered pursuant to the Plan is Micro Laboratories,
Inc. ("Company").

2.	The general nature and purpose of the Plan is to
grant Employees, Directors, Officers and
Consultants an aggregate of 10,000,000 shares of
the Company as compensation for services rendered
and service to be rendered to the Company.

3. 	To the best of Company's knowledge, the Plan is not
subject to any of the provisions of the Employee
Retirement Income Security Act of 1974.

4. 	The Company shall act as Plan Administrator. The
Company's address is Micro Laboratories, Inc., 29
Lakeside Dr., Johnston, Rhode Island 02919. The
telephone number of the Company is 401-949-3562.


b.	Securities to be Offered

10,000,000 shares of the Company's Common Stock,
$.001 par value, is being offered pursuant to the
Plan.



PART II

INFORMATION REQUIRED IN THE REGISTRATION

Item 	3. INCORPORATION OF CERTAIN DOCUMENTS BY
		   REFERENCE

Incorporated hereby by reference and made a part
hereof is (a) the Company's Annual Report on Form 10-KSB
for the fiscal year ended march 30, 2001 filed under the
Securities Exchange Act of 1934 (the "Exchange Act").
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been
sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof
from the date of filing such documents; and (b) (i) the
Company's Quarterly Report on Form 10-QSB for the period
ended June 15, 2001, (ii) the Company's Quarterly Report
on Form 10-QSB for the period ended August 31, 2000, and
(iii) the Company's Quarterly Report on Form 10-QSB for
the period ended November 30, 2000, and in The Company's
Form 8-K filed contemporaneously herewith dated October
2, 2001.

Item 		4.	DESCRIPTION OF SECURITIES

Common Stock.

Item 		5. INTEREST OF NAMED EXPERTS AND COUNSEL

The legality of the securities being registered by this
registration Statement is being passed upon by Declan
Joseph O'Donnell, Esq., 499 South Larkspur Drive, Castle
Rock, Colorado 80104, counsel to the Company. Mr.
O'Donnell has no substantial
interest, direct or indirect, in the Company.

Item 		6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS

The Company's By-Laws provide that each director and
officer of this Company shall be indemnified by the
Company against all costs and expenses actually and
necessarily incurred by him or her in connection with
the defense of any action, suit or proceeding in which
he or she may be involved or to which he or she may be
made a party by reason of his or her being or having
been such director or officer, except in relation to
matters as to which he or she shall be finally adjudged
in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty.

Item 		7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 		8. EXHIBITS

The following is a complete list of exhibits
filed as a part of, or incorporated by reference in,
this Registration Statement.

Exhibit No. 		Document

5	Opinion of Declan J. O'Donnell,
Esq., re legality of shares of
Common Stock being registered filed
herewith.

10.1		Consulting Services Plan made as of
the 2nd day of October, 2001 for the
Company's consultants and employees.

23.	Consent of Declan J. O'Donnell, Esq.
(Included in Exhibit 5).

Item 		9. UNDERTAKINGS

A.	To Update Annually

The undersigned registrant hereby undertakes
(1) other than as provided in the proviso to item 512(a)
of regulation S-K, to file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement (a) to include
any prospectus required by Section 10(a)(3) of the
Securities Act, (b) to reflect in the prospectus any
facts or vents arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement, and
(c) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration; (2) that for the
purpose of determining any liability under the
Securities Act, each such post-effective amendment that
contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide
offering thereof; and (3) to remove from registration by
means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.

B.		Incorporation of Subsequent Exchange Act
Documents by Reference

      The undersigned registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

C. 		Indemnification of Officers and Directors

Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
In the event that claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.


SIGNATURES

 Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused
this Form S-8 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in
Johnston, Rhode Island, on the 2nd day of October, 2001.


MICRO LABORATORIES, INC.



By /S/ ROBERT THISTLE
-------------
Robert Thistle President

Pursuant to the requirements of the Securities Act of
1933, this Form S-8 Registration Statement has been
signed by the following persons in the capacities and on
the dates indicated.

Signatures 				Title 	Date

/S/ ROBERT THISTLE 		President,  	October 2, 2001
					Director
------------------

/S/	IRENE ZAWADOWICZ	Secretary, 	October 2, 2001
							Director
		------------------

		/S/	MARY NELSON		Treasurer,	October 2, 2001
							Director
		------------------
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REGISTRATION STATEMENT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MICRO LABORATORIES, INC.
(Exact Name of Issuer as specified in its Charter)

NEVADA  				05-494587
-----
(State of Incorporation) (I.R.S. Employer
Identification No.)

29 LAKESIDE DRIVE, JOHNSTON, RHODE ISLAND 02919
(Address of Principal Executive Offices) (Zip Code)

MICRO LABORATORIES, INC. - YEAR 2001 STOCK AWARD PLAN
(Full title of the Plan)

Nevada Corporate Services, Inc.
Mr. Richard Fritzler, Pres.
1800 E. Sahara Blvd #107
Las Vegas, Nevada 89107
(702) 365-5800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies of all communications to:
Declan J. O'Donnell, Esq.
499 South Larkspur Drive
Castle Rock, Colorado 80104
(303) 688-1193

CALCULATION OF REGISTRATION FEE

----------------	--------- ---------	--------------
Title of Each 		Amount to	Proposed 	Proposed
Class of 			be		Maximum 	Maximum
Securities to 		Regis	Offering  Aggregate
be Registered 		tered	Price Per	Offering Price
Share
     (1) 					  (1)	   (1)
----------------	---------	---------	--------------

Common Stock, 		10,000,000 $.05 	$ 500,000
$.001 par value
per share
----------------	---------	---------	--------------

(1) Estimated solely for the purpose of calculating the
registration fee

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

a.	General Plan

1.	The title of the Plan is:  Micro Laboratories, Inc.
- Year 2001 Stock Award Plan ("Plan") and the name
of the registrant whose securities are to be
offered pursuant to the Plan is Micro Laboratories,
Inc. ("Company").

2.	The general nature and purpose of the Plan is to
grant Employees, Directors, Officers and
Consultants an aggregate of 10,000,000 shares of
the Company as compensation for services rendered
and service to be rendered to the Company.

3. 	To the best of Company's knowledge, the Plan is not
subject to any of the provisions of the Employee
Retirement Income Security Act of 1974.

4. 	The Company shall act as Plan Administrator. The
Company's address is Micro Laboratories, Inc., 29
Lakeside Dr., Johnston, Rhode Island 02919. The
telephone number of the Company is 401-949-3562.

b.	Securities to be Offered

10,000,000 shares of the Company's Common Stock,
$.001 par value, is being offered pursuant to the
Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION

Item 	3. INCORPORATION OF CERTAIN DOCUMENTS BY
		   REFERENCE

Incorporated hereby by reference and made a part
hereof is (a) the Company's Annual Report on Form 10-KSB
for the fiscal year ended march 30, 2001 filed under the
Securities Exchange Act of 1934 (the "Exchange Act").
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been
sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof
from the date of filing such documents; and (b) (i) the
Company's Quarterly Report on Form 10-QSB for the period
ended June 15, 2001, (ii) the Company's Quarterly Report
on Form 10-QSB for the period ended August 31, 2000, and
(iii) the Company's Quarterly Report on Form 10-QSB for
the period ended November 30, 2000, and in The Company's
Form 8-K filed contemporaneously herewith dated October
2, 2001.

Item 		4.	DESCRIPTION OF SECURITIES

Common Stock.

Item 		5. INTEREST OF NAMED EXPERTS AND COUNSEL

The legality of the securities being registered by this
registration Statement is being passed upon by Declan
Joseph O'Donnell, Esq., 499 South Larkspur Drive, Castle
Rock, Colorado 80104, counsel to the Company. Mr.
O'Donnell has no substantial
interest, direct or indirect, in the Company.

Item 		6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS

The Company's By-Laws provide that each director and
officer of this Company shall be indemnified by the
Company against all costs and expenses actually and
necessarily incurred by him or her in connection with
the defense of any action, suit or proceeding in which
he or she may be involved or to which he or she may be
made a party by reason of his or her being or having
been such director or officer, except in relation to
matters as to which he or she shall be finally adjudged
in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty.

Item 		7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 		8. EXHIBITS

The following is a complete list of exhibits
filed as a part of, or incorporated by reference in,
this Registration Statement.

Exhibit No. 		Document

5	Opinion of Declan J. O'Donnell,
Esq., re legality of shares of
Common Stock being registered filed
herewith.

10.1		Consulting Services Plan made as of
the 2nd day of October, 2001 for the
Company's consultants and employees.

23.	Consent of Declan J. O'Donnell, Esq.
(Included in Exhibit 5).

Item 		9. UNDERTAKINGS

A.	To Update Annually

The undersigned registrant hereby undertakes
(1) other than as provided in the proviso to item 512(a)
of regulation S-K, to file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement (a) to include
any prospectus required by Section 10(a)(3) of the
Securities Act, (b) to reflect in the prospectus any
facts or vents arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement, and
(c) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration; (2) that for the
purpose of determining any liability under the
Securities Act, each such post-effective amendment that
contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide
offering thereof; and (3) to remove from registration by
means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.

B.		Incorporation of Subsequent Exchange Act
Documents by Reference

      The undersigned registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

C. 		Indemnification of Officers and Directors

Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
In the event that claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

SIGNATURES

 Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused
this Form S-8 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in
Johnston, Rhode Island, on the 2nd day of October, 2001.

MICRO LABORATORIES, INC.

By /S/ ROBERT THISTLE
-------------
Robert Thistle President

Pursuant to the requirements of the Securities Act of
1933, this Form S-8 Registration Statement has been
signed by the following persons in the capacities and on
the dates indicated.

Signatures 				Title 	Date

/S/ ROBERT THISTLE 		President,  	October 2, 2001
					Director
------------------

/S/	IRENE ZAWADOWICZ	Secretary, 	October 2, 2001
							Director
		------------------

		/S/	MARY NELSON		Treasurer,	October 2, 2001
							Director
		------------------