<SUBMISSION>
<ACCESSION-NUMBER>0001016295-03-000014
<TYPE>10KSB
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20021231
<FILING-DATE>20030328
<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>03623868
</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>december10ksb2002.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

         For the fiscal year ended December 31, 2002
                                   -----------------

                                       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, 2003, 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, 2003
$.001 PAR VALUE CLASS A COMMON STOCK                      1,000,000 SHARES

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                        1

<PAGE>



                                     PART I
ITEM 1.  Business.

         On January 22, 2003, the Company entered into a letter of intent to
merge with Columbus, Ohio-based E Med Future, Inc., a Delaware corporation. As a
result of the proposed transaction, the Company would acquire the E Med business
and the shareholders of E Med would receive newly-issued shares equal to 95
percent of the post-transaction outstanding capital stock of the Company, and
the Company would change its name to E Med Future, Inc. The letter of intent is
subject to the companies' due diligence and other customary conditions, and
although details of the transaction have been agreed to in principle, the
successful completion of the merger cannot be guaranteed.

         E Med Future, Inc. recently introduced NeedleZap(R), a revolutionary
safety device intended to help reduce accidental needlesticks by disintegrating
the sharp portion of a hypodermic needle. The company received an approvable
letter from the Center for Devices and Radiological Health of the Food and Drug
Administration (FDA) stating NeedleZap met all FDA requirements for safety and
effectiveness data testing. NeedleZap(R) was developed specifically to help
reduce accidental injuries in the workplace. According to the American Nursing
Association, there are an estimated one million accidental needlesticks reported
in the United States in the healthcare industry alone. The applications for the
product are far reaching and include healthcare professionals, law enforcement
personnel, clinical researchers and sanitation workers.

         On July 31, 1998, control of the Company reverted back to its former
controlling shareholders, Krista Nielson and Capital General Corporation, (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) 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.


                                        2

<PAGE>



         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.

         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.


                                        3

<PAGE>



         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 anticipated 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 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.

                                        4

<PAGE>



         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, 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.


                                        5

<PAGE>



         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 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

                                        6

<PAGE>



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 9 regarding legal proceedings against officers and
directors.

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, 2002.

                                     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, 2003, 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.  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, 2003, 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

                                        7

<PAGE>



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.

         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 7.  Financial Statements and Supplementary Data.

         See Item 13.


                                        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, 2002 and 2001, and the
related  statements of operations,  changes in stockholders'  deficit,  and cash
flows for the years ended December 31, 2002,  2001, and 2000, and for the period
of March 14, 1990 (date of  inception)  to December  31, 2002.  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, 2002 and 2001, and the results of
its operations,  changes in  stockholders'  deficit,  and its cash flows for the
years ended  December 31, 2002,  2001, and 2000, and for the period of March 14,
1990 (date of inception) to December 31, 2002,  in  conformity  with  accounting
principles generally accepted in the United States of America.


                                                             /s/ Smith & Company
                                                   CERTIFIED PUBLIC  ACCOUNTANTS

 Salt Lake City, Utah
March 27, 2003


          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,
                                                                                             2002                  2001
                                                                                      -----------------     -----------------
         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
                                                                       2002           2001            2000         12/31/02
                                                                  --------------  -------------  -------------  --------------
<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
       Net income for year                                                                                 0
                                                --------------  -------------  -------------  --------------  -------------

Balances at 12/31/02                                 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
                                                                       2002           2001            2000         12/31/02
                                                                  --------------  -------------  -------------  --------------
OPERATING ACTIVITIES
<S>                                                               <C>             <C>            <C>            <C>
       Net income (loss)                                          $            0  $           0  $           0  $       (1,666)
       Changes in assets and liabilities:
           Accounts payable                                                    0              0              0               0
                                                                  --------------  -------------  -------------  --------------

                                                NET CASH USED BY
                                            OPERATING ACTIVITIES               0              0              0          (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              0             666
                                                                  --------------  -------------  -------------  --------------

                                            NET CASH PROVIDED BY
                                            FINANCING ACTIVITIES               0              0              0           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, 2002


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, 2002 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. Such costs are immaterial to the financial
                  statements, and, accordingly, have not been reflected therein.
                  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.


                                       14

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                December 31, 2002


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.
                  Subsequent to December 31, 2000, 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.

                  On January 22, 2003, the Company entered into a letter of
                  intent to merge with Columbus, Ohio-based E Med Future, Inc.,
                  a Delaware corporation. As a result of the proposed
                  transaction, the Company would acquire the E Med business and
                  the shareholders of E Med would receive newly-issued shares
                  equal to 95 percent of the post-transaction outstanding
                  capital stock of the Company, and the Company would change its
                  name to E Med Future, Inc. The letter of intent is subject to
                  the companies' due diligence and other customary conditions,
                  and although details of the transaction have been agreed to in
                  principle, the successful completion of the merger cannot be
                  guaranteed.

                  E Med Future, Inc. recently introduced NeedleZap(R), a
                  revolutionary safety device intended to help reduce accidental
                  needlesticks by disintegrating the sharp portion of a
                  hypodermic needle. The company received an approvable letter
                  from the Center for Devices and Radiological Health of the
                  Food and Drug Administration (FDA) stating NeedleZap met all
                  FDA requirements for safety and effectiveness data testing.
                  NeedleZap(R) was developed specifically to help reduce
                  accidental injuries in the workplace. According to the
                  American Nursing Association, there are an estimated one
                  million accidental needlesticks reported in the United States
                  in the healthcare industry alone. The applications for the
                  product are far reaching and include healthcare professionals,
                  law enforcement personnel, clinical researchers and sanitation
                  workers.

                                       15

<PAGE>



ITEM 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

                  Not Applicable.


                                    PART III

ITEM 9.  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           40       President, Director

Sasha Belliston          30       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 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

                                       16

<PAGE>



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 Regulation S, National Stock Transfer, Inc.'s
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 successfully appealed again. Mr. Yeaman was
resentenced on February 7, 2003 to a term of 27 months with credit for the 14
months he previously served. No change was made to the fine or restitution
order, both of which have been paid in full.

         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

                                       17

<PAGE>



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 (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 10.  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.



                                       18

<PAGE>



         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 11.  Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth, as of March, 2003, 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>
                          Name and address                            Amount of                Percent
Title of class            of beneficial owner                  beneficial ownership            of class
--------------            -------------------                  --------------------            --------
<S>                       <C>                                  <C>                             <C>
Common Stock              Capital General Corporation 1,2                 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 Group 2                          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 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 12.  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.


                                       19

<PAGE>



ITEM 13.  Exhibits and Reports on Form 8-K.

         Financial Statements and Financial Statement Schedules.

         Financial Statements - December 31, 2002, 2001 and 2000.

         Reports on Form 8-K.

         There were no reports on Form 8-K filed during the fourth quarter of
2002.

ITEM 14.  Controls and Procedures.

         On March 25, 2003, we made an evaluation of our disclosure controls and
procedures. In our opinion, the disclosure controls and procedures are adequate
because the systems of controls and procedures are designed to assure, among
other items, that 1) recorded transactions are valid; 2) valid transactions are
recorded; and 3) transactions are recorded in the proper period in a timely
manner to produce financial statements which present fairly the financial
condition, results of operations and cash flows for the respective periods being
presented. Moreover, the evaluation did not reveal any significant deficiencies
or material weaknesses in our disclosure controls and procedures.

         There have been no significant changes in our internal controls or in
other factors that could significantly affect these controls since the last
evaluation.

                                   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 28, 2003           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 28, 2003          By: s\Krista Nielson
                                 ------------------
                              Krista Nielson, President, CEO and Director


Date: March 28, 2003          By: s\Sasha Belliston
                                 -------------------
                              Sasha Belliston, Secretary/Treasurer,
                              CFO and Director

                                       20

<PAGE>



CERTIFICATIONS

I, Krista Nielson, certify that:

1.       I have reviewed this annual report on Form 10-KSB of Micro-Economics,
         Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: March 28, 2003

   s\Krista Nielson
 Krista Nielson, President, CEO and Director



                                       21

<PAGE>


CERTIFICATIONS

I, Sasha Belliston, certify that:

1.       I have reviewed this annual report on Form 10-KSB of Micro-Economics,
         Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

 Date: March 28, 2003

   s\Sasha Belliston
 Sasha Belliston, Secretary/Treasurer, CFO and Director



                                       22

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