<SUBMISSION>
<ACCESSION-NUMBER>0001016295-02-000020
<TYPE>10KSB
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20011231
<FILING-DATE>20020329
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>MICRO ECONOMICS INC
<CIK>0000894552
<ASSIGNED-SIC>6770
<IRS-NUMBER>870485314
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10KSB
<ACT>34
<FILE-NUMBER>033-55254-36
<FILM-NUMBER>02594951
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1800 E SAHARA AVE
<STREET2>SUITE 107
<CITY>LAS VEGAS
<STATE>NV
<ZIP>89104
<PHONE>8014857775
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1800 E SAHARA AVE
<STREET2>SUITE107
<CITY>LAS VEGAS
<STATE>NV
<ZIP>89104
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>december10ksb2001.txt
<DESCRIPTION>ANNUAL FILING
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10KSB

[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

         For the transition period from ________ to ________

         Commission File No. 33-55254-36
                             -----------

                              MICRO-ECONOMICS, INC.
                              ---------------------
             (Exact name of Registrant as specified in its charter)

         NEVADA                                    87-0485314
--------------------------------          -----------------------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification Number)

1800 E. SAHARA AVENUE
LAS VEGAS, NEVADA                                             89104
--------------------------------------------         ---------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code (801) 485-7775
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

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. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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 March, 2002, there is no aggregate market value of the voting stock held
by non-affiliates of the registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

         Class                             Outstanding as of March, 2002
------------------------------------       -----------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                1,000,000 SHARES

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


                                        1

<PAGE>



                                     PART I

ITEM 1.  Business.

     On July 31,  1998,  control  of the  Company  reverted  back to its  former
controlling  shareholders,  Krista Nielson and Capital General Corporation1,  by
reason of the failure of the purchasers of the former controlling  shareholders'
stock to complete the terms of the oral purchase  agreement of January 10, 1996.
After  the  resignation  of Krista  Nielson  and David  Yeaman as  officers  and
directors  of the Company on January 10, 1996 to complete  the change in control
of the  Company  in  connection  with the sale of  760,000  shares of the former
controlling  shareholders'  common stock in the Company, new management reported
said sale of stock and  change in control on Form 8-K dated  January  10,  1996.
They did not mention in said report,  however, or in subsequent reporting,  that
the transaction  was not complete,  that the stock had not been delivered to the
purchasers  and would not be unless  payment for the stock had been made in full
to the former controlling shareholders within the time allowed by the agreement,
or that under the terms of the agreement  failure to timely complete payment for
the stock  would  result in total  loss of their  purchase  rights to the stock.
Thereafter said purchasers  defaulted on their payments for the stock,  and as a
result the former  controlling  shareholders have not delivered the stock to the
said  purchasers  but  have  terminated  the  agreement  with  them and held new
elections for officers and directors.

     Further,  on July 31, 1998,  the Company  canceled  20,000 shares issued to
CIFC  Investment Pty. Ltd., an Australian  company,  for the reason that current
management, after investigation, has been unable to verify that payment for said
shares was actually made to the Company. Current management believes that either
payment was not made or that if it was, it was  thereafter  withdrawn.  Recently
the Company  engaged legal counsel in Sydney,  Australia  (where the Company was
based prior to the former  controlling  shareholders  terminating  the  purchase
agreement  because of the  purchasers'  default,  as described  above) to search
various public records there for liens,  judgments,  registrations,  deeds, etc.
that existed which involved the Company, and none were found. Based on such, and
also  because the Company has been unable to locate any  officers of the Company
during the January 1996 to July 1998 period,  current  management  believes that
the  Company had no activity or  transactions  during the period  following  the
January 10, 1996 agreement and that the 20,000 share CIFC Investment Pty., Ltd.,
transaction was never completed. Hence the shares have been canceled.

     The Company was  incorporated  under the laws of Nevada on March 14,  1990.
The Company is in the developmental  stage, and its operations to date have been
limited to the sale of shares to Capital  General  Corporation  and the gifts of
shares to the giftees. The Company is in the process of investigating  potential
business ventures which, in the opinion of management,  will provide a source of
eventual profit to the Company. Such involvement may take many forms,  including
the  acquisition  of an  existing  business  or the  acquisition  of  assets  to
establish  subsidiary  businesses.  The Company's  management does not expect to
remain involved as management of an acquired  business;  presently  unidentified
individuals would be retained for such purposes.

     As an  unfunded  venture,  the  Company  will be  extremely  limited in its
attempts to locate potential business situations for investigation. However, the
Company's  officers,  directors and major  shareholder  have  undertaken to make
loans to the Company in amounts sufficient to enable it to satisfy its reporting
and other obligations as a public company, and to commence,  on a limited basis,
the process of  investigating  possible merger and acquisition  candidates,  and
believe that the Company's  status as a publicly-held  corporation  will enhance
its ability to locate such potential business ventures.


_______________________________________
     1    The other former controlling shareholder, David R. Yeaman, transferred
          all  his  rights  in the  stock  of the  Company  to  Capital  General
          Corporation on December 31, 1996.


                                        2

<PAGE>



     No  assurance  can be given  as to when the  Company  may  locate  suitable
business  opportunities  and such  opportunities  may be  difficult  to  locate;
however,  the Company intends to actively search for potential business ventures
for the next five years.  The Company intends not to allocate any incoming funds
specifically,  should there be any in the future, to general use for the purpose
of  seeking,  investigating  and  acquiring  or  becoming  engaged in a business
opportunity.  Decisions  concerning  these  matters  may be made  by  management
without the participation or authorization of the shareholders.

     Management  anticipates  that due to its  lack of  funds,  and the  limited
amount of its resources,  the Company may be restricted to participation in only
one  potential  business  venture.  This  lack  of  diversification   should  be
considered a  substantial  risk because it will not permit the Company to offset
potential losses from one venture against gains from another.

     Business  opportunities,  if any arise, are expected to become available to
the  Company  principally  from  the  personal  contacts  of  its  officers  and
directors.  While it is not expected  that the Company will engage  professional
firms specializing in business  acquisitions or reorganizations,  such firms may
be  retained  if funds  become  available  in the  future,  and if  deemed to be
advisable.  Opportunities may thus become available from professional  advisers,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community, and other sources of unsolicited proposals. In certain circumstances,
the  Company  may agree to pay a  finder's  fee or other  form of  compensation,
including  perhaps  one-time cash payments,  payments based upon a percentage of
revenues or sales volume,  and/or payments involving the issuance of securities,
for services provided by persons who submit a business  opportunity in which the
Company shall decide to  participate,  although no contracts or  arrangements of
this nature  presently  exist. The Company is unable to predict at this time the
costs of locating a suitable business opportunity.

     The  Company  will not  restrict  its  search to any  particular  business,
industry or  geographical  location,  and  reserves the right to evaluate and to
enter into any type of  business  opportunity,  in any stage of its  development
(including  the  "start  up"  stage),  in any  location.  In  seeking a business
venture,  Management  will not be  influenced  primarily  by an  attempt to take
advantage  of the  anticipated  or  perceived  appeal  of a  specific  industry,
management  group,  or product or industry,  but rather will be motivated by the
Company's  business  objective of seeking long term capital  appreciation in its
real value.  In addition,  the Exchange Act reporting  requirements  require the
filing of the Form 8-K disclosing any businesses acquired and requires certified
financial  statements  of  such  companies.  These  reporting  requirements  may
substantially   limit  the  businesses  which  may  be  available  for  possible
acquisition candidates.

     The analysis of business  opportunities  will be undertaken by or under the
supervision of the Company's management,  none of whom is a professional analyst
and none of whom have significant general business experience. Among the factors
which management will consider in analyzing potential business opportunities are
the available technical, financial and managerial resources; working capital and
financial requirements;  the history of operation, if any; future prospects; the
nature of present and antici pated competition;  potential for further research,
development or exploration;  growth and expansion  potential;  profit potential;
the perceived  public  recognition  or acceptance of products or services;  name
identification, and other relevant factors.

     It is not  possible  at present to  predict  the exact  manner in which the
Company  may   participate  in  a  business   opportunity.   Specific   business
opportunities  will be reviewed  and,  based upon such review,  the  appropriate
legal structure or method of  participation  will be decided upon by management.
Such structures and methods may include,  without limitation,  leases,  purchase
and  sale  agreements,   license,   joint  ventures;  and  may  involve  merger,
consolidation  or  reorganization.  The Company may act  directly or  indirectly
through an interest in a partnership, corporation or other form of organization.
However,  it is most likely that the Company will acquire a business  venture by
conducting a reorganization  involving the issuance of the Company's  restricted
securities.  Such a reorganization may involve a merger (or combination pursuant
to state corporate statutes,  where one of the entities dissolves or is absorbed
by the

                                        3

<PAGE>



other), or it may occur as a consolidation, where a new entity is formed and the
Company and such other entity combine assets in the new entity. A reorganization
may also occur, directly or indirectly,  through  subsidiaries,  and there is no
assurance   that  the  Company   would  be  the  surviving   entity.   Any  such
reorganization  could  result in  additional  dilution  to the book value of the
shares and loss of control of a majority of the shares.  The  Company's  present
directors may be required to resign in connection with a reorganization.

     A  reorganization  may be structured in such a way as to take  advantage of
certain beneficial tax consequences  available in business  reorganizations,  in
accordance  with  provisions of the Internal  Revenue Code of 1986 (as amended).
Pursuant  to  such  a  structure,  the  number  of  shares  held  prior  to  the
reorganization  by all of the Company's  shareholders  might be less than 20% of
the  total  shares  to  be  outstanding  upon  completion  of  the  transaction.
Substantial   dilution  of  percentage   equity  ownership  may  result  to  the
shareholders, in the discretion of management.

     Generally, the issuance of securities in a reorganization transaction would
be  undertaken  in reliance upon one or more  exemptions  from the  registration
provisions of  applicable  federal  securities  laws,  including the  exemptions
provided for non-public or limited offerings,  distributions to persons resident
in only one state and similar exemptions provided by state law. Shares issued in
a  reorganization  transaction  based upon these  exemptions would be considered
"restricted"  securities  under the 1933 Act,  and  would not be  available  for
resale for a period of one year, in accordance with Rule 144  promulgated  under
the 1933 Act.  However,  the Company might undertake,  in connection with such a
reorganization transaction,  certain registration obligations in connection with
such securities.

     The Company may choose to enter into a venture involving the acquisition of
or merger with a company which does not need substantial  additional capital but
desires to establish a public trading market for its securities.  Such a company
may desire to  consolidate  its  operations  with the Company  through a merger,
reorganization,  asset  acquisition,  or  other  combination,  in order to avoid
possible  adverse  consequences  of undertaking its own public  offering.  (Such
consequences  might include expense,  time delays or loss of voting control.) In
the event of such a merger,  the Company  may be  required to issue  significant
additional  shares,  and it may be  anticipated  that control over the Company's
affairs may be transferred to others.  It should also be noted that this type of
business  venture  might have the effect of depriving  the  shareholders  of the
protection  of federal and state  securities  laws,  which  normally  affect the
process of a company becoming publicly held.

     It is likely that the investigation and selection of business opportunities
will  be  complex,  time-consuming  and  extremely  risky.  However,  management
believes that even though the Company will have limited  capital,  the fact that
its  securities  will be  publicly-held  will  make it a  reasonably  attractive
business prospect for other firms.

     As part of their investigation of acquisition possibilities,  the Company's
management may meet with  executive  officers of the business and its personnel;
inspect its  facilities;  obtain  independent  analysis or  verification  of the
information  provided,  and conduct  other  reasonable  measures,  to the extent
permitted by the Company's limited resources and management's limited expertise.
Generally,  the Company intends to analyze and make a  determination  based upon
all  available   information   without   reliance  upon  any  single  factor  as
controlling.

     In all likelihood,  the Company's  management will be  inexperienced in the
areas  in which  potential  businesses  will be  investigated  and in which  the
Company may make an acquisition or investment. Thus, it may become necessary for
the  Company  to retain  consultants  or  outside  professional  firms to assist
management in evaluating potential  investments,  and to hire managers to run or
oversee the operations of its acquisitions or investments.  The Company can give
no assurance that it will be able to find suitable consultants or managers.  The
Company  intends not to employ any of its  affiliates,  officers,  directors  or
principal  shareholders as consultants.  The Company has no policy regarding the
use of consultants,

                                        4

<PAGE>



however,  if management,  in its  discretion,  determines that it is in the best
interests of the Company,  management may seek  consultants to review  potential
merger or acquisition  candidates.  It is  anticipated  that the total amount of
fees paid to any consultant would not exceed $5,000.00 per transaction. The fee,
it is  anticipated,  would  be paid by  Capital  General  Corporation  or by the
potential target company. There are currently no contracts or agreements between
any consultant  and any companies that are searching for "shell"  companies with
which to merge.  There have been no preliminary  discussions  or  understandings
between the Company and any market maker regarding the participation of any such
market maker in the  aftermarket  for the  Company's  securities  inasmuch as no
market  for  the   securities   is   expected  to  arise  due  to  the  lack  of
transferability  of the Company's shares until an acquisition is made and a Form
8-K is filed with the Commission.

     It  may  be  anticipated  that  the   investigation  of  specific  business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention, and substantial costs for accountants,  attorneys
and  others.  Should  a  decision  thereafter  be made not to  participate  in a
specific  business  opportunity,  it is likely that costs already expended would
not be  recoverable.  It is  also  likely,  in the  event a  transaction  should
eventually  fail to be consummated,  for any reason,  that the costs incurred by
the Company would not be recoverable.  The Company's  officers and directors are
entitled to reimbursement  for all expenses  incurred in their  investigation of
possible  business  ventures on behalf of the Company,  and no assurance  can be
given that if the Company has available  funds they will not be depleted in such
expenses.

     In addition to the severe  limitations placed upon the Company by virtue of
its unfunded status,  the Company will also be limited,  in its investigation of
possible acquisitions,  by the reporting requirements of the Securities Exchange
Act of  1934,  pursuant  to  which  certain  information  must be  furnished  in
connection with any significant  acquisitions.  The Company would be required to
furnish,  with  respect  to any  significant  acquisition,  certified  financial
statements for the acquired company, covering one, two or three years (depending
upon the relative size of the acquisition).  Consequently, acquisition prospects
which do not have the requisite certified financial statements, or are unable to
obtain them, may be inappropriate  for acquisition  under the present  reporting
requirements of the 1934 Act.

     The Company  does not intend to take any action  which  would  render it an
investment company under The Investment  Companies Act of 1940 (the "1940 Act").
The 1940 Act defines an investment  company as one which (1) invests,  reinvests
or  trades  in  securities  as its  primary  business,  (2)  issues  face-amount
certificates of the installment type or (3) invests,  reinvests,  owns, holds or
trades  securities  or owns or  acquires  investment  securities  having a value
exceeding 40 percent of the value of its total assets  (exclusive  of Government
securities  and cash  items) on an  unconsolidated  basis.  The above 40 percent
limitation may be exceeded so long as a company is primarily  engaged,  directly
or through  wholly-owned  subsidiaries,  in a business or businesses  other than
that of investing,  reinvesting,  owning,  holding or trading in  securities.  A
wholly-owned  subsidiary  is  defined  as one which is at least 95% owned by the
company.

     Neither the Company nor any of its officers or directors are  registered as
investment  advisers  under the  Investment  Advisers Act of 1940 (the "Advisers
Act"),  and so there is no  authority  to  pursue  any  course  of  business  or
activities  which  would  render  the  Company  or  its  management  "investment
advisers" as defined in the Advisers Act.  Management believes that registration
under  the  Advisers  Act  is not  required  and  that  certain  exemptions  are
available,  including  the  exemptions  for persons  who may render  advice to a
limited number of other persons and who may advise other persons  located in one
state only.

     The Company  expects to  encounter  intense  competition  in its efforts to
locate  suitable  business   opportunities  in  which  to  engage.  The  primary
competition  for  desirable  investments  may come from  other  small  companies
organized  and funded for  similar  purposes,  from small  business  development
corporations and from public and private venture capital  organizations.  As the
Company will be

                                        5

<PAGE>



completely  unfunded,  it can fairly be said that all of the competing  entities
will have significantly greater experience,  resources, facilities, contacts and
managerial  expertise  than the Company and will,  consequently,  be in a better
position  than the  Company to obtain  access  to,  and to engage  in,  business
opportunities. Due to its lack of funds, the Company may not be in a position to
compete with larger and more  experienced  entities  for business  opportunities
which are low-risk.  Business  opportunities in which the Company may ultimately
participate are likely to be highly risky and extremely speculative.

ITEM 2.  Properties.

     The Company owns no properties and utilizes  space on a rent-free  basis in
the office of its  principal  shareholder,  Capital  General  Corporation.  This
arrangement  is  expected to  continue  until such time as the  Company  becomes
involved in a business venture which necessitates its relocation, as to which no
assurances  can be given.  The Company  has no  agreements  with  respect to the
maintenance or future acquisition of office facilities, however, if a successful
merger/acquisition  is  negotiated,  it is  anticipated  that the  office of the
Company will be moved to that of the acquired company.

ITEM 3.  Legal Proceedings.

     On  January 7, 1994,  the Bureau of  Securities  of the State of New Jersey
filed a complaint in the matter of Capital General Corporation,  David R. Yeaman
(former  officer and  director of the  Company)  and 74 other named  defendants,
Nevada and Utah  corporations  including the Company,  which complaint  proposes
that civil monetary  penalties  totaling  $30,000.00 be assessed against Capital
General Corporation for alleged violations of the Uniform Securities Law (1967),
N.J.S.A.  49:3-47 et. seq.  by (1)  selling to 24 New Jersey  residents  between
April 1986 and May 1991, securities in 25 of the 74 above referred to respondent
corporations  named in the  proceeding,  not including  the Company,  which were
neither  registered  nor  exempt  from  registration,   and  (2)  making  untrue
statements of material fact and omitting to state  material  facts in connection
with  said  New  Jersey  sales  in  6 of  the  74  above  referred  to  resident
corporations named in the proceeding, not including the Company. Also on January
7,  1994,  the  Bureau  of  Securities  of the  State  of New  Jersey,  based on
substantially similar allegations as in the above referred complaint, issued its
Order Denying  Exemptions and to Cease and Desist.  This order summarily  denied
the exemptions  contained in N.J.S.A.  49:3-50(b),  (1), (2), (3), (9), (11) and
(12)  of the  securities  of  Capital  General  Corporation  and  the  other  74
respondent  corporations,  including the Company,  except that excluded from the
summary  denial of the  exemption  contained in N.J.S.A.  49-3-50(b)(12)  is the
Offer of Rescission by Capital  General  Corporation to 24 New Jersey  residents
pursuant to the offer of rescission which began about April 28, 1993. This order
also ordered  Capital  General  Corporation and David Yeaman to Cease and Desist
from offering or selling any securities in blind pool corporations into, or from
the State of New Jersey.

     Capital  General  and David  Yeaman  filed  answers  denying  the  material
allegations  of said  complaint  and  resisting  the  imposition  of said  civil
monetary  penalties,  and the said  Order  Denying  Exemptions  and to Cease and
Desist.  Subsequently the issues raised in said complaint and order were settled
by agreement  between the said Bureau of  Securities  and Mr. Yeaman and Capital
General  Corporation  in a consent  order dated July 11, 1994 and approved by an
administrative law judge of the State of New Jersey Office of Administrative Law
September  2, 1994.  Under the terms of said  consent  order,  all claims in the
complaint  against all named  respondents  were settled by the payment of $3,000
civil penalty, and the order was modified so that it does not apply to 27 of the
respondent companies; however said order does still apply to the Company.

     See  also  Item  10  regarding  legal  proceedings   against  officers  and
directors.



                                        6

<PAGE>



ITEM 4.  Submission of Matters to a Vote of Security Holders.

     No matter was submitted to the Company's security holders for a vote during
the fiscal year ending December 31, 2001.

                                     PART II

ITEM 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

     There  currently is not a trading market for the Company's  $.001 par value
common stock nor has there been a trading  market for the Company's  stock since
its inception.

     As of March,  2002,  there were 379 record holders of the Company's  common
stock.  The Company has not  previously  declared or paid any  dividends  on its
common stock and does not anticipate  declaring any dividends in the foreseeable
future.

ITEM 6.  Selected Financial Data.

<TABLE>
<CAPTION>
                                               MICRO-ECONOMICS, INC.
                                               SUMMARY OF OPERATIONS
                                                   DECEMBER 2001

                                 2001           2000           1999            1998           1997
                             -----------    -----------     -----------    -----------    -----------
<S>                                    <C>            <C>             <C>            <C>            <C>
Total Assets.................          0              0               0              0              0
Revenues.....................          0              0               0              0              0
Operating Expenses...........          0              0               0              0             39
   Net Earnings (Loss).......          0              0               0              0            (39)
Per Share Data
   Earnings (Loss)...........          0              0               0              0              0
Average Common Shares
   Outstanding...............  1,000,000      1,000,000       1,000,000      1,000,000      1,000,000
</TABLE>

ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation.

     The  Company  has had no  operational  history  and has  yet to  engage  in
business of any kind.  All risks inherent in new and  inexperienced  enterprises
are inherent in the Company's business.  The Company has not made a formal study
of the economic potential of any business.  At the present,  the Company has not
identified any assets or business opportunities for acquisition.

     As of March, 2002, the Company has no liquidity and no presently  available
capital resources, such as credit lines, guarantees, etc. and should a merger or
acquisition prove unsuccessful, it is possible that the Company may be dissolved
by the State of Nevada for failing to file  reports,  at which point the Company
would no longer be a viable  corporation under Nevada law and would be unable to
function as a legal entity.  Should  management decide not to further pursue its
acquisition activities,  management may abandon its activities and the shares of
the Company would become worthless.  However, the Company's officers,  directors
and  major  shareholder,  have  made an oral  undertaking  to make  loans to the
Company in amounts sufficient to enable it to satisfy its reporting requirements
and other obligations incumbent on it as a public company, and to commence, on a
limited basis,  the process of  investigating  possible  merger and  acquisition
candidates.  The Company's status as a publicly-held corporation may enhance its
ability to locate potential business  ventures.  The loans will be interest free
and are  intended to be repaid at a future  date,  if or when the Company  shall
have received sufficient funds through any business  acquisition.  The loans are
intended to provide for the payment of filing fees,  professional fees, printing
and copying fees and other miscellaneous fees.


                                        7

<PAGE>



     Based on current economic and regulatory  conditions,  management  believes
that it is possible,  if not probable,  for a company like the Company,  without
assets or many  liabilities,  to negotiate a merger or acquisition with a viable
private company.  The opportunity arises  principally  because of the high legal
and  accounting  fees and the length of time  associated  with the  registration
process of "going public". However, should any of these conditions change, it is
very possible that there would be little or no economic  value for anyone taking
over control of the Company.

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk.

     The  Company  has no market  risk  sensitive  instruments  or  market  risk
exposures.

ITEM 8.  Financial Statements and Supplementary Data.



                                        8

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants

                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Micro-Economics, Inc. (A Development Stage Company)

We have audited the  accompanying  balance  sheets of  Micro-Economics,  Inc. (a
Nevada  development stage corporation) as of December 31, 2001 and 2000, and the
related  statements of operations,  changes in stockholders'  deficit,  and cash
flows for the years ended December 31, 2001,  2000, and 1999, and for the period
of March 14, 1990 (date of  inception)  to December  31, 2001.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of  Micro-Economics,  Inc. (a
development  stage company) as of December 31, 2001 and 2000, and the results of
its operations,  changes in  stockholders'  deficit,  and its cash flows for the
years ended  December 31, 2001,  2000, and 1999, and for the period of March 14,
1990 (date of inception) to December 31, 2001,  in  conformity  with  accounting
principles generally accepted in the United States of America.


                                                             /s/ Smith & Company
                                                    CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
March 28, 2002


          10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297o Facsimile: (801) 575-8306
                        E-mail: smithcocpa@earthlink.net
           Members: American Institute of Certified Public Accountants
               o Utah Association of Certified Public Accountants

                                        9

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                        2001                  2000
                                                                                  ----------------      ----------------
     ASSETS
CURRENT ASSETS
<S>                                                                               <C>                   <C>
   Cash in bank                                                                   $              0      $              0
                                                                                  ----------------      ----------------

                                                            TOTAL CURRENT ASSETS                 0                     0
                                                                                  ----------------      ----------------

                                                                                  $              0      $              0
                                                                                  ================      ================

     LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
   Accounts payable                                                               $              0      $              0
                                                                                  ----------------      ----------------

                                                       TOTAL CURRENT LIABILITIES                 0                     0

STOCKHOLDERS' (DEFICIT)
     Common Stock $.001 par value:
     Authorized - 25,000,000 shares
     Issued and outstanding 1,000,000 shares                                                 1,000                 1,000
     Additional paid-in capital                                                                666                   666
     Deficit accumulated during the development stage                                       (1,666)               (1,666)
                                                                                  ----------------      ----------------

                                                   TOTAL STOCKHOLDERS' (DEFICIT)                 0                     0
                                                                                  ----------------      ----------------

                                                                                  $              0      $              0
                                                                                  ================      ================
</TABLE>

See Notes to Financial Statements.


                                       10

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                                3/14/90
                                                                                                               (Date of
                                                                             Years Ended December 31,       Inception) to
                                                                   2001           2000           1999          12/31/00
                                                              -------------  -------------   -------------  -------------
<S>                                                           <C>            <C>             <C>            <C>
Net sales                                                     $           0  $           0   $           0  $           0
Cost of sales                                                             0              0               0              0
                                                              -------------  -------------   -------------  -------------

                                                GROSS PROFIT              0              0               0              0

General & administrative expenses                                         0              0               0          1,666
                                                              -------------  -------------   -------------  -------------

                                                    NET LOSS  $           0  $           0   $           0  $      (1,666)
                                                              =============  =============   =============  =============

Net income (loss) per weighted average share                  $         .00  $         .00   $         .00
                                                              =============  =============   =============

Weighted average number of common shares
   used to compute net income (loss) per
   weighted average share                                         1,000,000      1,000,000       1,000,000
                                                              =============  =============   =============

</TABLE>






See Notes to Financial Statements.


                                       11

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)



<TABLE>
<CAPTION>
                                                                                              Deficit
                                                                                            Accumulated
                                                    Common Stock            Additional        During          Stock
                                                   Par Value $.001            Paid-in       Development   Subscription
                                                Shares         Amount         Capital          Stage       Receivable
                                            -------------  --------------  -------------  -------------- --------------
<S>                                         <C>            <C>             <C>            <C>            <C>
Balances at 3/14/90 (Date of inception)                 0  $            0  $           0  $            0 $            0
   Issuance of common stock (restricted)
     at $.001 per share at 3/14/90              1,000,000           1,000                                        (1,000)
   Net income for period                                                                               0
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/90                            1,000,000           1,000              0               0         (1,000)
   Cash paid for stock subscription                                                                               1,000
   Net loss for year                                                                              (1,000)
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/91                            1,000,000           1,000              0          (1,000)             0
   Net income for year                                                                                 0
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/92                            1,000,000           1,000              0          (1,000)             0
   Net income for year                                                                                 0
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/93                            1,000,000           1,000              0          (1,000)             0
   Net income for year                                                                                 0
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/94                            1,000,000           1,000              0          (1,000)             0
   Net income for year                                                                                 0
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/95                            1,000,000           1,000              0          (1,000)             0
   Stock sold (restricted) at $5.00
     per share 1/10/96                             20,000              20         99,980
   Stock cancelled 12/31/96                       (20,000)            (20)       (99,980)
   Net loss for year                                                                                (627)
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/96                            1,000,000           1,000              0          (1,627)             0
   Net loss for year                                                                                 (39)
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/97                            1,000,000           1,000              0          (1,666)             0
   Net income for year                                                                                 0
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/98                            1,000,000           1,000              0          (1,666)             0
   Capital contribution                                                              666
   Net income for year                                                                                 0
                                            -------------  --------------  -------------  -------------- --------------
Balances at 12/31/99                            1,000,000           1,000            666          (1,666)             0
   Net income for year                                                                                 0
                                            -------------  --------------  -------------  -------------- --------------

Balances at 12/31/00                            1,000,000           1,000            666          (1,666)             0
   Net income for year                                                                                 0
                                            -------------  --------------  -------------  -------------- --------------

Balances at 12/31/01                            1,000,000  $        1,000  $         666  $       (1,666)$            0
                                            =============  ==============  =============  ============== ==============
</TABLE>



See Notes to Financial Statements.


                                       12

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                                                3/14/90
                                                                                                               (Date of
                                                                             Years Ended December 31,       Inception) to
                                                                   2001           2000           1999          12/31/00
                                                              -------------  -------------   -------------  -------------
OPERATING ACTIVITIES
<S>                                                           <C>            <C>             <C>            <C>
   Net income (loss)                                          $           0  $           0   $           0  $      (1,666)
   Changes in assets and liabilities:
       Accounts payable                                                   0              0            (666)             0
                                                              -------------  -------------   -------------  -------------

                                            NET CASH USED BY
                                        OPERATING ACTIVITIES              0              0            (666)        (1,666)

INVESTING ACTIVITIES                                                      0              0               0              0
                                                              -------------  -------------   -------------  -------------

                                            NET CASH USED BY
                                        INVESTING ACTIVITIES              0              0               0              0

FINANCING ACTIVITIES
   Proceeds from sale of common stock                                     0              0               0          1,000
   Capital contribution                                                   0              0             666            666
                                                              -------------  -------------   -------------  -------------

                                        NET CASH PROVIDED BY
                                        FINANCING ACTIVITIES              0              0             666          1,666
                                                              -------------  -------------   -------------  -------------

                                            INCREASE IN CASH
                                        AND CASH EQUIVALENTS              0              0               0              0

   Cash and cash equivalents at beginning of year                         0              0               0              0
                                                              -------------  -------------   -------------  -------------

                                     CASH & CASH EQUIVALENTS
                                              AT END OF YEAR  $           0  $           0   $           0  $           0
                                                              =============  =============   =============  =============

</TABLE>



See Notes to Financial Statements.


                                       13

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

     Accounting Methods:
     The Company  recognizes  income and expenses based on the accrual method of
     accounting.

     Dividend Policy:
     The Company has not yet adopted any policy regarding payment of dividends.

     Income Taxes:
     The Company  records the income tax effect of transactions in the same year
     that the transactions enter into the determination of income, regardless of
     when the  transactions  are  recognized  for tax purposes.  Tax credits are
     recorded  in the year  realized.  Since the  Company  has not yet  realized
     income as of the date of this  report,  no  provision  for income taxes has
     been made.

     In  February,  1992,  the  Financial  Accounting  Standards  Board  adopted
     Statement of Financial  Accounting Standards No. 109, Accounting for Income
     Taxes, which supersedes substantially all existing authoritative literature
     for  accounting  for income taxes and requires  deferred tax balances to be
     adjusted to reflect the tax rates in effect when those amounts are expected
     to become payable or refundable. The Statement was applied in the Company's
     financial statements for the fiscal year commencing January 1, 1993.

     At December 31, 2001 a deferred tax asset has not been  recorded due to the
     Company's  lack of  operations  to provide  income to use the net operating
     loss carryover of $1,666 which expires as follows:

        Year Ended               Expires              Amount
     -----------------      -----------------     --------------
     December 31, 1991      December 31, 2006     $        1,000
     December 31, 1996      December 31, 2011                627
     December 31, 1997      December 31, 2012                 39
                                                  --------------
                                                  $        1,666
                                                  ==============

NOTE 2: DEVELOPMENT STAGE COMPANY

     The Company was incorporated under the laws of the State of Nevada on March
     14, 1990 and has been in the development stage since incorporation.

NOTE 3: CAPITALIZATION

     On the date of  incorporation,  the Company  sold  1,000,000  shares of its
     common stock to Capital General Corporation for $1,000 cash, for an average
     consideration of $.001 per share.  The Company's  authorized stock includes
     25,000,000  shares of common stock at $.001 par value. On January 10, 1996,
     the Company sold 20,000 shares of its common stock for $100,000 cash for an
     average  consideration  of $5.00 per share. The stock was cancelled and the
     $100,000 was refunded prior to December 31, 1996.

NOTE 4: RELATED PARTY TRANSACTIONS

     The Company neither owns nor leases any real property.  Office services are
     provided, without charge, by Capital General Corporation.  The officers and
     directors of the Company are involved in other business activities and may,
     in the  future,  become  involved  in other  business  opportunities.  If a
     specific business  opportunity  becomes available,  such persons may face a
     conflict  in  selecting  between  the  Company  and  their  other  business
     interests.  The Company has not  formulated a policy for the  resolution of
     such conflicts.

NOTE 5: 1996 ACTIVITY AND SUBSEQUENT EVENTS

     In January  1996,  there was a change in control  of the  Company.  The new
     officers  and  directors  attempted  to establish  business  operations  in
     Australia.  The efforts were not successful and the  transaction  effecting
     the  change in control  was  rescinded.  During  2001,  current  management
     retained a lawyer to search for liabilities,  liens, and judgements against
     the Company in Australia.  The search  revealed no  liabilities,  liens, or
     other legal items recorded against the Company.


                                       14

<PAGE>



ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

              Not Applicable.

                                    PART III

ITEM 10.  Directors and Executive Officers of the Registrant.

     The following table shows the positions held by the Company's  officers and
directors.  The  directors  were  appointed and will serve until the next annual
meeting of the  Company's  stockholders,  and until their  successors  have been
elected and have qualified.  The officers were appointed to their positions, and
continue in such positions, at the discretion of the directors.

Name                Age             Position
----                ---             --------
Krista Nielson      39         President, Director
Sasha Belliston     29         Secretary/Treasurer, Director

     KRISTA  NIELSON,  has been  Director  of the  Company  since July 1998.  In
addition to her management position with the Company, she has been since 1986 an
officer and director of Capital  General  Corporation,  a  Utah-based  financial
consulting  firm,  and has been  involved in the  organization  and promotion of
various shell  companies.  Ms. Nielson received a Business degree from Salt Lake
Community  College  in 1987.  She serves as an officer  and/or  director  in the
following  private   corporations:   Yeaman  Enterprises,   Inc.  and  Universal
Associates,  Inc., family holding  companies,  Four Star Ranch, Inc., a farmland
development company,  Visual Impact Corporation and Horizon  Development,  Inc.,
financial  consulting  companies.  Ms. Nielson devotes her time primarily to her
role as President of Capital General and to the financial consulting  activities
in which Capital General engages.

     SASHA  BELLISTON,  has been Director of the Company since July 1998, and in
addition  to her  management  position  with  the  Company,  she has  been  Vice
President of Capital General since April,  1997 and Secretary of Capital General
since May,  1999.  For the past five years,  Ms.  Belliston has devoted her time
primarily as a cosmetologist  and homemaker.  Ms. Belliston serves as an officer
and/or director in the following private corporations:  Yeaman Enterprises, Inc.
and Universal Associates, Inc., family holding companies, Four Star Ranch, Inc.,
a farmland development company, Argon Financial Corporation and Public Financial
Corporation, investment companies.

     The management of Capital  General is  essentially  the same as that of the
Company  and, as the  Company's  largest  shareholder,  Capital  General  exerts
considerable  influence in the election of the Company's officers and directors.
Capital  General is a private  venture  capital and financial  consulting  firm,
incorporated in Utah in 1971. Capital General is not an investment company under
The  Investment  Companies  Act of 1940.  Capital  General  is  owned by  Yeaman
Enterprises,  Inc., a private  corporation which is, in turn, owned by the adult
children of the family of David R. Yeaman  (formerly  an officer and director of
the Company, Capital General and Yeaman Enterprises, Inc.). Sasha Belliston, Mr.
Yeaman's daughter,  is the principal  shareholder of Yeaman Enterprises;  Krista
Nielson is also an officer and director of Yeaman Enterprises, Inc.

     Management  of the Company  have,  in their  various  capacities at Capital
General over the past 15 years, assisted in the organization of approximately 75
corporations  similar to the  Company  which have  completed  merger/acquisition
transactions.  In merger/acquisition  transactions similar to those contemplated
by the  Company,  present  management  would be replaced by new  management  and
additional  shares  would  be  issued  in  consideration  for the  assets  being
transferred into the Company.  Present management does not anticipate  operating
the business of the Company  subsequent  to any  acquisition  and  therefore the
future  success of the Company  will be primarily  dependent  on new  management
which is now unknown.

     None of the above  directors  of the  Company is a director  of any company
subject to the  requirements  of Section  15(d) of the Exchange Act. None of the
directors  are  directors  or  officers  of any  other  company  with a class of
securities  registered  pursuant  to  Section  12 of  the  Exchange  Act  or the
requirements  of  Section  15(d) of such  Act or any  company  registered  as an
investment company under the Investment Company Act of 1940.

     On August 2, 1999, the Securities and Exchange  Commission entered an ORDER
INSTITUTING PUBLIC  ADMINISTRATIVE AND CEASE-AND-DESIST  PROCEEDINGS PURSUANT TO
SECTION  8A OF  THE  SECURITIES  ACT  OF  1933  AND  SECTIONS  17A(c)(3)(A)  AND
17A(c)(4)(C)  OF THE SECURITIES  EXCHANGE ACT OF 1934, In the Matter of NATIONAL
STOCK TRANSFER, INC., KRISTA CASTLETON NIELSEN and ROGER LEE GREER, Respondents,
Administrative  Proceeding File No. 3-9949.  In this proceeding the Commission's
Division of Enforcement  alleged that Krista Nielson,  president and director of
the Company, in June of 1995 while she was president of National Stock Transfer,
Inc.,  willfully  aided and  abetted  Robert  G.  Weeks  and  PanWorld  Minerals
International,  Inc. in  committing  violations of Sections 5(a) and 5(c) of the
Securities Act of 1933 by causing  National  Stock  Transfer,  Inc.,  PanWorld's
transfer  agent,  to issue free-  trading  shares of PanWorld to a United States
resident contrary to Regulations S, National Stock Transfer, Inc.'s

                                       15

<PAGE>



operating procedures, and advice of counsel. On December 4, 2000, the Commission
dismissed the action against her,  without  prejudice,  for the reason that "The
Division  believes that it is no longer in the public  interest to continue with
administrative proceedings against Nielson in this matter."

     Based on their settlement offer, accepted by the Commission,  the other two
respondents,  National Stock Transfer, Inc. and Roger Greer, were on December 5,
2000  censured  by the  Commission,  ordered  to pay a civil  money  penalty  of
$5000.00,  and ordered to cease and desist from willfully aiding and abetting or
causing any  violation or any future  violation of Sections  5(a) and (c) of the
Securities Act.

     In 1997 in the United  States  District  Court for the Eastern  District of
Pennsylvania, a former officer and director of the Company, David R. Yeaman, was
convicted of  conspiracy,  wire fraud and  securities  fraud and sentenced to 14
months imprisonment,  fined $20,000.00,  and subjected to supervised release for
three years  following  the prison term during  which time he is required to not
commit another crime, not engage in the securities and insurance industries, and
various  other  standard  conditions of  supervised  release.  After serving ten
months of the prison  term he was  transferred  on January 8, 1999 to a half way
house in Salt Lake City,  Utah and he thereafter  was released March 5, 1999. In
the interim the government successfully appealed his sentence and fine, and as a
result he was  resentenced  on April 10,  2000,  at which time the Court made no
changes to the prior prison  sentence but did order Mr. Yeaman to pay $1,500,000
in restitution.  The government has again appealed, arguing that a longer prison
sentence should have been imposed, but no decision has yet been rendered.

     The U.S. Securities and Exchange Commission, Securities Act of 1933 Release
No. 7008 and Securities Exchange Act of 1934 Release No. 32669 announced that on
July 23, 1993, it ordered  David R. Yeaman and Capital  General  Corporation  to
permanently  cease and desist from committing or causing  further  violations of
Section 5(a) and (c) and 17(a) of the  Securities Act of 1933 and Sections 10(b)
and 13(g) of the  Securities  Exchange Act of 1934 and Rules  10b-5,  12b-20 and
13d-1(c) thereunder.

     Krista Nielson was ordered to permanently  cease and desist from committing
or causing further violations of Section 17(a) of the Securities Act and Section
10(b) of the  Exchange Act and Rules 10b-5 and 12b-20  thereunder.  In addition,
the Commission ordered the revocation of the registration of the common stock of
Altara International,  Inc., Arrow Management, Inc., Atlas Equity, Inc., Dynamic
Associates,  Inc.,  Energy  Systems,  Inc.,  Four  Star  Ranch,  Inc.,  Panorama
Industries,  Inc., Partisan  Corporation,  Quiescent  Corporation,  Saber, Inc.,
Upsilon,  Inc., Vicuna,  Inc., Why Not?, Inc., Xebec Galleon,  Inc., Zebu, Inc.,
and Zeus  Enterprises,  Inc.  pursuant to Section 12(j) of the Exchange Act. The
Commission found that each of the issuers had filed a registration  statement on
Form 10 that contained  materially false and misleading  statements in violation
of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

     Each of the respondents had submitted an Offer of Settlement  consenting to
the entry of the Order  without  admitting  or denying  the  allegations  in the
Order. Prior to the submission of the Offers of Settlement,  Capital General, on
behalf of the above mentioned companies,  except for Panorama Industries,  Inc.,
filed a registration  statement on Form S-1 during  December of 1992 to register
the  common  stock  of  those  companies  under  the  Securities  Act  of  1933.
Concurrently  with the  signing of the Offers of  Settlement,  the  Registration
Statement was declared  effective on June 30, 1993. A Post  Effective  Amendment
was filed and declared effective September 2, 1993. Although the registration of
the common  stock  under  Section  12(g) of the 1934 Act was revoked on July 23,
1993, the companies are now registered and reporting under the Securities Act of
1933 by virtue of the filing of Form S-1 as  indicated  by  Commission  File No.
33-55254.

     During 1986 and 1987,  Capital  General  gifted very small  percentages  of
stock  (usually 100 shares to each  giftee) in the  following  companies,  which
includes the Company, to approximately 1,000 persons or entities: Amenity, Inc.,
Dogmatic,  Inc., Mystic Industries,  Inc.,  Highland Mfg., Inc.,  Kowtow,  Inc.,
Noble  Industries,  Inc.,  Oryan Capital  Corporation,  Pegasus Star Enterprise,
Inc., Showstoppers,  Inc., Hightide, Inc., Grandeur, Inc., Fantastic Industries,
Inc.,  Jugglar,  Inc.,  Xebec Galleon,  Inc.,  Golden Home Health Care Equipment
Centers,  Inc., Nighthawk Capital,  Inc.,  Instrument  Development  Corporation,
Panther Industries,  Inc., Owl Enterprises,  Inc., Quail, Inc., GBS Technologies
Corporation, H & B Carriers, Inc., Florida Growth Industries, Inc., Macaw, Inc.,
Longhorn Enterprise, Inc., Koala Corporation,  Yahwe Corporation,  Star Dolphin,
Inc., Jackal, Inc., Hyena Capital,  Inc., Gopher, Inc., Flamingo Capital,  Inc.,
Egret,  Inc.,  Cetacean  Industries,  Inc.,  Bonito,  Inc.,  Alpaca,  Inc., Zeus
Enterprise,   Inc.,   Tamarind,   Inc.,  Saber,  Inc.,  Radar,  Inc.,  Quiescent
Corporation,  Vanadium, Inc., Upsilon, Inc., Why Not?, Inc., Bestmark, Inc., and
Missouri Illinois Mining Co., Inc.

     Capital  General did not  register  the gifts of shares in these  companies
with  the  Securities  Division  of the  State  of Utah or with  the  Securities
Exchange  Commission  because it believed these gifts to be outside the scope of
the Utah Uniform  Securities  Act and the  Securities  Act of 1933 in as much as
such acts  require  registration  for sales and do not require  registration  of
gifts.  Nevertheless,  in  connection  with the  distribution  of  shares of its
subsidiaries,  Capital General was found by the Utah Securities  Advisory Board,
in two  decisions  affirmed  by the Utah  State  Courts,  to have  violated  the
registration  provisions of the Utah Uniform  Securities  Act. See In re Amenity
Inc.,  No.  SD-86-11  (Utah Sec. Adv. Bd.  February 18, 1987) aff'd C87-2625 (3d
Dist. Ct.  September 18, 1987) aff'd sub nom Capital General Corp. v. Utah Dep't
of Business Reg., 777 P.2d 494, 498

                                       16

<PAGE>



(Utah  Ct.  App.)  cert.  denied,  781 P.2d 873  (Utah S. Ct.  1989);  In re H&B
Carriers  Inc.,  No.  87-09-28-01  (Utah Sec. Adv. Bd., Apr. 15, 1988) aff'd No.
88-5900053 (3d Dist.  Ct. Sept 10, 1990) aff'd sub nom Capital  General Corp. v.
Utah Dep't of Business Reg.,  Case No 91-196 (Utah Ct. App.  February 10, 1992.)
All of the  remaining  companies  listed  above were parties to the H&B Carriers
order.

     Both  of  these  actions  sought  suspension  of  transactional  exemptions
respecting the shares of these companies  pursuant to Section 14 (3) of the Utah
Uniform  Securities Act.  Capital  General  defended both actions on the grounds
that the Utah Uniform Securities Act did not apply to gifts of securities,  that
the gifts were good faith gifts  specifically  exempted by the Act,  and that in
any event even if it had "sold"  shares in violation of the Act,  suspension  of
transactional  exemptions was not an authorized remedy under the statute.  These
defenses were  rejected at the  administrative  agency level,  and upon judicial
review at the District Court level and by the Utah Court of Appeals.

ITEM 11.  Executive Compensation.

     The Company has made no arrangements  for the  remuneration of its officers
and directors,  except that they will be entitled to receive  reimbursement  for
actual,  demonstrable out-of-pocket expenses,  including travel expenses if any,
made on the Company's behalf in the investigation of business opportunities.  No
remuneration  has been paid to the Company's  officers or directors prior to the
filing of this form. There are no agreements or  understandings  with respect to
the amount or  remuneration  that officers and directors are expected to receive
in the  future.  Management  takes no  salaries  from the  Company  and does not
anticipate  receiving  any  salaries  in  the  foreseeable  future.  No  present
prediction  or  representation  can be  made  as to the  compensation  or  other
remuneration  which may  ultimately be paid to the Company's  management,  since
upon the successful consummation of a business opportunity,  substantial changes
may occur in the  structure  of the  Company and its  management.  At such time,
contracts may be negotiated with new management  requiring the payment of annual
salaries or other forms of compensation  which cannot  presently be anticipated.
Use of the term "new  management"  is not intended to preclude  the  possibility
that any of the present officers or directors of the Company might be elected to
serve  in the  same  or  similar  capacities  upon  the  Company's  decision  to
participate in one or more business opportunities.

     Capital  General  and the  Company's  management  may  benefit  directly or
indirectly  by payments of  consulting  fees,  payment of finders fees to others
from Capital  General's  consulting  fees, sales of insiders' stock positions in
whole or in part to the  private  company,  the  Company  or  management  of the
Company,  or through the payment of salaries,  or any other  methods of payments
through which insiders or current investors receive funds,  stock,  other assets
or  anything  of value  whether  tangible  or  intangible.  There  are no plans,
proposals, arrangements or understandings with respect to the sale of additional
securities to affiliates,  current  shareholders or others prior to the location
of a business opportunity.

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of March,  2002,  information  regarding
the  beneficial  ownership  of shares by each person known by the Company to own
five percent or more of the outstanding  shares, by each of the directors and by
the officers and directors as a group.

<TABLE>
<CAPTION>
                                                                       Amount of
                                 Name and address                     beneficial              Percent
 Title of class                 of beneficial owner                    ownership             of class
----------------    ------------------------------------------    ------------------    ------------------
<S>                 <C>                                           <C>                   <C>
Common Stock        Capital General Corporation1,2                           920,400                92.04%
                    8661 So. Highland Drive, #150
                    Sandy, Utah 84093

Common Stock        Krista  Nielson1,2                                        40,000                 4.00%
                    8661 So. Highland Drive, #150
                    Sandy, Utah 84093

Common Stock        All Officers and Directors as a Group2                   960,400                96.04%
</TABLE>

     1    Capital General Corporation, Krista Nielson, David R. Yeaman and Sasha
          Belliston may be deemed to be the Company's "parents" and "promoters,"
          pursuant to the Rules and Regulations promulgated under the 1933 Act.

     2    Capital General Corporation is a private corporation, owned by another
          private  corporation,  Yeaman  Enterprises,  Inc. The  stockholders of
          Yeaman  Enterprises  are the  adult  children  of the  family of David
          Yeaman, who resigned as an officer and director of Capital General and
          Yeaman  Enterprises in April,  1997.  Sasha  Belliston,  Mr.  Yeaman's
          daughter, is the principal shareholder of Yeaman Enterprises.

     Ms.  Belliston's  beneficial  ownership of the securities of the Company is
derived  from the  shares  directly  owned by  Capital  General.  Ms.  Belliston
beneficially  owns shares of the Company  which are owned by Capital  General in
that she has the power to vote or direct  the voting of the shares and the power
to dispose of or to direct

                                       17

<PAGE>


the  disposition of the shares.  Ms.  Belliston and Ms. Nielson control and have
beneficial  ownership of the shares owned by Capital General and exercise shared
voting power and shared investment power over those shares. While Mr. Yeaman has
resigned from his affiliation with the Company,  Yeaman  Enterprises and Capital
General,  he may  continue to be deemed an affiliate of the Company by virtue of
his familial and historical  relationships  with the Company,  its shareholders,
officers and directors.

ITEM 13.  Certain Relationships and Related Transactions.

     No officer,  director,  nominee for election as a director, or associate of
such officer,  director or nominee is or has been in debt to the Company  during
the last fiscal year.  However,  the  Company's  officers,  directors  and major
shareholder,  have made an oral  undertaking  to make  loans to the  Company  in
amounts sufficient to enable it to satisfy its reporting  requirements and other
obligations  incumbent on it as a public company, and to commence,  on a limited
basis, the process of investigating possible merger and acquisition  candidates.
The Company's  status as a publicly-held  corporation may enhance its ability to
locate  potential  business  ventures.  The loans will be interest  free and are
intended  to be repaid  at a future  date,  if or when the  Company  shall  have
received  sufficient  funds  through  any  business  acquisition.  The loans are
intended to provide for the payment of filing fees,  professional fees, printing
and copying fees and other miscellaneous fees.

                                     PART IV

ITEM 14.  Exhibits and Reports on Form 8-K.

         Reports on Form 8-K.

         There were no reports on Form 8-K filed during the fourth quarter of
2001.

                                   SIGNATURES

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

                         MICRO-ECONOMICS, INC.


Date: March 29, 2002     By: s\Krista Nielson
                            -----------------------------------------
                         Krista Nielson, President, CEO and Director

     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.


Date: March 29, 2002     By: s\Krista Nielson
                            -----------------------------------------
                         Krista Nielson, President, CEO and Director


Date: March 29, 2002     By: s\Sasha Belliston
                            -----------------------------------------
                         Sasha Belliston, Secretary/Treasurer, CFO and Director


                                       18


</TEXT>
</DOCUMENT>
</SUBMISSION>
