U.S. Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1 to the
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 000-30451
Techlabs, Inc.
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(Name of small business issuer in its charter)
Florida 65-0843965
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
8905 Kingston Pike
Suite 307
Knoxville, Tennessee 37923
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number 215-243-8044
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Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None Not Applicable
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(Title of each class)
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $ 14,969 for the 12
months ended December 31, 2003.
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. The aggregate market value of the voting
stock held by non-affiliates computed at the closing price of Techlab's common
stock on March 31, 2004 is approximately $88,000.
State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date. As of March 31, 2004, 492,964 shares
of common stock are issued and outstanding.
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EXPLANATORY NOTE
This Amendment No. 1 is being filed to include the Report of Dempsey Vantrease &
Follis PLLC which was inadvertently omitted from the Annual Report on Form
10-KSB as filed on April 22, 2004.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the registrant caused this report to be signed on its
behalf by the undersigned and duly authorized.
Dated: April 22, 2004 Techlabs, Inc.
By: /s/ Jayme Dorrough
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Jayme Dorrough
President, principal executive and
principal accounting officer
In accordance with the Exchange Act, this report has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Jayme Dorrough Director, President April 22, 2004
------------------ and Secretary
Jayme Dorrough
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INDEPENDENT AUDITORS' REPORT
DEMPSEY VANTREASE & FOLLIS PLLC
Independent Auditors' Report
To the Board of Directors and Stockholders
Techlabs, Inc.
We have audited the accompanying balance sheet of Techlabs, Inc. and
Subsidiaries as of December 31, 2002, and the related statement of operations,
and changes in stockholders' deficit and cash flows for the year then ended.
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 audit. The Company's financial statements as of December 31, 2001 were
audited by other auditors whose report dated April 12, 2002 except as to Note 13
for which the date is June 4, 2002 included an explanatory paragraph describing
conditions that raised substantial doubt about the Company's ability to continue
as a going concern.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the 2002 financial statements referred to above present fairly,
in all material respects, the financial position of Techlabs, Inc. and
Subsidiaries as of December 31, 2002, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. These
financial statements do not iany adjustments that might result from the outcome
of this uncertainty.
/s/ DEMPSEY VANTREASE & FOLLIS PLLC
Murfreesboro, Tennessee
April 11, 2003
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