U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________to________________
Commission File Number: 000-26233
TECHLABS, INC.
--------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0843965
------- ----------
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
8905 Kingston Pike, Suite 307, Knoxville, Tn 37923
--------------------------------------------------
(Address of Principal executive offices)
Issuer's telephone number, including area code: (865) 368-6344
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date: 492,938 shares of
common stock as of November 14, 2002.
TECHLABS, INC.
Form 10-QSB for the period ended September 30, 2002
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This discussion in this quarterly report regarding Techlabs and our
business and operations contains "forward-looking statements." These
forward-looking statements use words such as "believes," "intends," "expects,"
"may," "will," "should," "plan," "projected," "contemplates," "anticipates," or
similar statements. These statements are based on our beliefs, as well as
assumptions we have used based upon information currently available to us.
Because these statements reflect our current views concerning future events,
these statements involve risks, uncertainties and assumptions. Actual future
results may differ significantly from the results discussed in the
forward-looking statements. A reader, whether investing in our common stock or
not, should not place undue reliance on these forward-looking statements, which
apply only as of the date of this report.
When used in this Quarterly Report on Form 10-QSB, "Techlabs," "we,"
"our," and "us" refers to Techlabs, Inc., a Florida corporation, and our
subsidiaries.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at September 30, 2002 (unaudited)
and December 31, 2001.................................................1
Consolidated Statements of Operations (unaudited) for the
three months and nine months ended September 30, 2002 and 2001........2
Consolidated Statements of Change in Stockholders'
Equity for the Period from January 1, 2001 to September 30, 2002......3
Consolidated Statements of Cash Flows (unaudited) for the
nine months ended September 30, 2002 and 2001.........................4
Notes to Consolidated Financial Statements (unaudited) ........................5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................7
Item 3. Controls and Procedures ..............................................9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...................................................10
Item 2. Changes in Securities and Use of Proceeds ..........................10
Item 3. Defaults upon Senior Securities .....................................11
Item 4. Submission of Matters to a Vote of Security Holders .................11
Item 5. Other Information ...................................................12
Item 6. Exhibits and Reports on Form 8-K ....................................12
Signatures ...................................................................13
Certification ................................................................14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
September 30, December 31,
2002 2001
(unaudited)
ASSETS ----------- -----------
Current Assets
Cash ........................................ $ 5,352 $ -
Accounts receivable ......................... $ 9,657 $ -
----------- -----------
Total Current Assets 15,009 -
Web Sites, Property and Equipment, net .......... 100,628 134,171
Intangible and Other Assets
Investment securities ....................... - 50,000
Intangibles, net ............................ 216,778 285,778
----------- -----------
$ 332,415 $ 469,949
=========== ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable & accrued expenses ......... $ 323,197 $ 257,050
----------- -----------
Total Current Liabilities 323,197 257,050
Long-term Notes Payable to Stockholders ......... 321,781 380,691
----------- -----------
Total Liabilities 644,978 637,741
STOCKHOLDERS' (DEFICIT)
Preferred stock - $.001 par value, 25,000,000
shares authorized, 12,500,000 shares Class
A Special Preferred issued and outstanding 12,500 12,500
Preferred stock - $.001 par value,
10,000,000 authorized, no shares issued
and outstanding ......................... - -
Preferred stock - $.001 par value, 10,000,000
shares authorized, no shares Class C
Preferred Stock issued and outstanding.... - -
Common stock ($.001 par value, 5,000,000,000
shares authorized, 1,897,692 shares issued
and outstanding) ......................... 1,898 1,898
Additional paid-in capital .................. 7,739,463 7,739,463
Accumulated deficit ......................... (8,066,424) (7,921,653)
----------- -----------
Total Stockholders' (Deficit) (312,563) (167,792)
----------- -----------
$ 332,415 $ 469,949
=========== ===========
The accompanying notes are an integral part of these
unaudited financial statements.
1
TECHLABS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months and Nine Months Ended September 30, 2002 and 2001
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenue
Net revenue .................$ 14,961 $ 88,952 $ 48,241 $ 115,677
Selling, general and
administrative expenses ... 9,637 652,571 50,922 1,850,469
Depreciation and amortization
expense ................... 34,181 113,174 102,543 339,523
----------- ----------- ----------- -----------
Operating loss .............. (28,857) (676,793) (105,224) (2,074,315)
Other income (expense)
Interest expense .......... (10,000) (20,000) (29,547) (40,000)
Realized (loss) on
investment securities ... - - (10,000) -
Unrealized (loss) on
trading securities ...... - - - (16,530)
----------- ----------- ----------- -----------
Total other income (expense) (10,000) (20,000) (39,547) (56,530)
----------- ----------- ----------- -----------
Net loss ....................$ (38,857) $ (696,793) $ (144,771) $(2,130,845)
=========== =========== =========== ===========
Earnings per share:
Basic and diluted loss
per common share ........$ (0.02) $ (0.32) $ (0.08) $ (0.98)
=========== =========== =========== ===========
Basic and diluted weighted
average shares outstanding 1,897,692 2,168,344 1,897,692 2,184,094
The accompanying notes are an integral part of these
unaudited financial statements.
2
TECHLABS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' (Deficit)
From the Period from January 1, 2001 to September 30, 2002
Preferred Stock
----------------------------------------- Common Stock Additional
Class A Class B -------------------- Paid-In Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
---------- ------- ---------- ------- ---------- ------- ----------- ----------- -----------
Balance,
January 1, 2001 .. 12,500,000 $12,500 - - 2,076,002 $ 2,076 $ 5,488,278 $(5,407,890) $ 94,964
Shares issued
for services ..... - - - - 1,321,690 1,322 2,081,872 - 2,083,194
Return of common
shares to treasury - - - - (1,500,000) (1,500) 1,500 - -
Shares issued
for website and
data base ........ - - - - 300,000 300 543,450 - 543,750
Cancellation of
shares due to
recission of
purchase agreement - - - - (300,000) (300) (425,637) - (425,937)
Shares issued
for website ...... - - 4,897,500 4,898 - - 45,102 - 50,000
Shares cancelled .. - - (4,897,500) (4,898) - - 4,898 - -
Net loss and
comprehensive loss - - - - - - - (2,513,763) (2,513,763)
---------- ------- ---------- ------- ---------- ------- ----------- ----------- -----------
Balance,
January 1, 2002 .. 12,500,000 12,500 - - 1,897,692 1,898 7,739,463 (7,921,653) (167,792)
Net loss and
comprehensive loss - - - - - - - (144,771) (144,771)
---------- ------- ---------- ------- ---------- ------- ----------- ----------- -----------
Balance,
September 30, 2002 12,500,000 $12,500 - $ - 1,897,692 $ 1,898 $ 7,739,463 $(8,066,424) $ (312,563)
========== ======= ========== ======= ========== ======= =========== =========== ===========
The accompanying notes are an integral part of these
unaudited financial statements.
3
TECHLABS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2002 and 2001
2002 2001
--------- -----------
Operating Activities
Net loss ......................................... $(144,771) $(2,130,845)
Adjustments to reconcile net loss to
net cash used in operating activities
Unrealized loss on securities ................. - 16,530
Realized loss on investment securities ........ 10,000 -
Common stock issued for compensation .......... - 1,527,936
Fixed asset impairment ........................ - 39,166
Amortization and depreciation ................. 102,543 339,523
Changes in operating assets and liabilities:
Increase in bank overdraft ................ - 737
Increase in accounts receivable ........... (9,657) -
Increase in accounts payable .............. 66,147 211,090
--------- -----------
Net Cash Used in Operating Activities ..... 24,262 4,137
Investing Activities
Web site development costs ..................... - (59,249)
Proceeds from sale of investment securities .... 40,000 -
--------- -----------
Net Cash Provided by Investing Activities 40,000 (59,249)
Financing Activities
Net payment on advances from stockholders ........ (58,910) 43,300
--------- -----------
Net Cash Provided by Financing Activities (58,910) 43,300
Change in Cash and Cash Equivalents 5,352 (11,812)
Cash and cash equivalents, beginning of period ....... - 11,812
--------- -----------
Cash and cash equivalents, end of period ............. $ 5,352 $ 0
========= ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
Proceeds from sale of investment securities .... $ 40,000 -
Repayments to stockholders ..................... (40,000) -
---------
$ 0
=========
The accompanying notes are an integral part of these
unaudited financial statements.
4
TECHLABS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Business. The accompanying unaudited financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions of Form 10- QSB. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, all adjustment (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month and nine month periods ended September 30, 2002 are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2002. For further information, please refer to our
audited financial statements and footnotes thereto for the fiscal year ended
December 31, 2001 included in our Annual Report on Form 10-KSB, as amended, as
filed with the Securities and Exchange Commission.
Going Concern. The accompanying financial statements have been prepared
assuming that Techlabs will continue as a going concern. As shown in the
accompanying financial statements, Techlabs incurred a net loss of $144,771
during the nine months ended September 30, 2002 and has an accumulated deficit
of $8,066,424 at September 30, 2002. Although a substantial portion of Techlab's
cumulative net loss is attributable to non-cash operating expenses, we believe
that we will need additional equity or debt financing to be able to sustain our
operations until we can achieve profitability, if ever. These matters raise
substantial doubt about Techlabs ability to continue as a going concern.
The accompanying financial statements do not include any adjustments
related to the recoverability and classification of assets or the amounts and
classifications of liabilities that might be necessary should Techlabs be unable
to continue as a going concern.
NOTE 2. STATEMENT OF CASH FLOWS SUPPLEMENTAL DISCLOSURE
During the nine months ended September 30, 2002 and 2001 Techlabs paid
no income taxes. During the nine months ended September 30, 2001 Techlabs issued
1,121,690 shares of common stock valued at $2,049,194 to consultants in payment
for services to be performed through March 2002 resulting in a prepayment of
$506,258 at September 30, 2001. These transactions did not affect cash. There
were no comparable transactions during the nine months ended September 30, 2002.
NOTE 3. RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2002, Techlabs' principal
stockholder provided cash advances totaling $13,200 to meet the company's
operational needs, and we made repayments of amounts previously advanced of
$72,110. At September 30, 2002 and 2001, advances by Techlabs' stockholders to
meet the company's operational needs cumulatively totaled $321,781 and $380,691,
5
respectively, and are included in the balance sheet under the caption "Long-term
Notes Payable to Stockholders." The advances from stockholders accrue interest
at 12% per annum and are classified on the balance sheet among long-term
liabilities due to the uncertainty of the timing of their repayment.
This note should be read in conjunction with Note 4 below.
NOTE 4. REALIZED LOSS ON INVESTMENT SECURITIES.
In May 1999, we purchased for cash consideration of $50,000 a minority
interest consisting of 50,000 shares of convertible preferred stock in Focalex,
Inc. a privately- held company. The investment was recorded at cost. In January
2002 Thomas J. Taule, who served as our president and a member of our board of
directors from April 1999 until February 1, 2002, sold the interest in Focalex
back to that company for $40,000. The transaction had not previously been
disclosed to us, had not been authorized by our board of directors, and we did
not become aware of the transaction until May 2002; the proceeds from the sale
were not received by us. Our income statement for the nine months ended
September 30, 2002 reflects a realized loss on investment securities of $10,000
which is the difference between the historical cost and the amount received by
our former president and we have offset the proceeds of $40,000 received by him
as a reduction in the long-term note payable to shareholders in the original
principal amount of $45,000 due him by Techlabs.
NOTE 5. STOCKHOLDERS' EQUITY
In August 2002 we amended our Articles of Incorporation to reflect the
following changes in our capital structure:
- we increased the number of authorized shares of our common
stock to 5,000,000,000 shares,
- we created a class of preferred stock, par value $.001 per
share, consisting of 10,000,000 shares. The shares of
preferred stock may be created and issued from time to time in
such series and with such designations, preferences,
conversion rights, cumulative, relative, participating,
optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as shall
be stated and expressed in the resolution or resolutions
providing for the creation and issuance of such series of
preferred stock as adopted by the board of directors without
further shareholder approval, and
- in conjunction with the creation of this class of "blank
check" preferred stock, we designated a series of that new
class of preferred stock consisting of 225,000 shares as Class
C Preferred.
At September 30, 2002 there were no shares of our Class C Preferred
Stock issued and outstanding.
6
NOTE 6. SUBSEQUENT EVENTS
On October 6, 2002 we issued 225,000 shares of our Class C Preferred
Stock to Yucatan Holding Company, our principal shareholder, in satisfaction of
$200,000 of the amounts due Yucatan by us and as consideration for Yucatan
providing us with a $250,000 credit line. On October 16, 2002 we also issued
7,575,757 shares of our common stock to Yucatan in satisfaction of $150,000 owed
to Yucatan by us. Jayme Dorrough, our sole officer and director, is the sole
officer director and beneficial owner of Yucatan.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
For the three months ended September 30, 2002, we reported net revenues
of $14,961 as compared to net revenues of $88,952 for the comparable three month
period in fiscal 2001, a decrease of approximately 83%. Revenues for the nine
months ended September 30, 2002 decreased approximately 58% from the comparable
nine month period in fiscal 2001. Revenues in fiscal 2002 represents fees earned
by us from the rental of our StartingPoint.com email list to ResponseBase, a
third party direct marketing company. ResponseBase is presently our sole source
of revenues and at this time we are materially reliant on revenues from this
customer. Revenues for the three and nine months ended September 30, 2001
resulted from our efforts in deploying network marketing initiatives in
conjunction with our then existing base of internet properties. Primarily as a
result of the decline in travel subsequent to the terrorists attacks of
September 11, 2001, we discontinued the sale of the discount travel card
utilizing the network marketing initiatives during the latter part of fiscal
2001 and we have no plans to reoffer this product.
Selling, general and administrative expenses decreased significantly
for the three months and nine months ended September 30, 2002 as compared to the
respective periods in fiscal 2001. During the nine months ended September 30,
2001, we issued 1,121,690 shares of our common stock, valued at $2,049,194, as
compensation. These expenses were included in our SG&A. There were no comparable
issuances during the three and nine month periods ended September 30, 2002. We
believe our SG&A expenses will continue to be substantially less during the
balance of fiscal 2002 as compared to fiscal 2001.
Other income (expense) for the three months and nine months ended
September 30, 2002 included $10,000 and $29,547, respectively, of interest
expense due on loans made to us by our stockholders as compared to $20,000 and
$40,000, respectively, in the comparable periods in fiscal 2001. In addition,
during the nine months ended September 30, 2002 we reported a $10,000 realized
loss on investment securities as described in Note 4 of the Notes to
Consolidated Financial Statements (unaudited) appearing elsewhere in this
report. We had no comparable transaction in the nine months ended September 30,
2001. During the nine months ended September 30, 2001 we reported a $16,530
unrealized loss on trading securities. These securities were disposed of during
fiscal 2001 and, accordingly, we do not have a comparable expense in the fiscal
2002.
Our net loss for the three months ended September 30, 2002 was $38,857
as compared to a net loss of $696,793 for the three months ended September 30,
2001. Likewise, our net loss decreased for the nine months ended September 30,
7
2002 to $144,771 as compared to a net loss of $2,130,845 for the nine months
ended September 30, 2001. The reduction in the net loss is primarily
attributable to the significant decrease in our SG&A.
During the balance of fiscal 2002 we will continue to seek to establish
partnerships or joint ventures with third parties whereby we can either license
our assets or enter into some form of a business combination so that we can
generate revenues from these assets and maximize their value. In addition, we
are also seeking a private company with which we can consummate a merger or
acquisition. We are seeking a business combination target that has historical
operations and earnings, experienced management and which operates in an
industry which provides opportunity for growth. We anticipate that business
opportunities will be available to us through the contacts of our management and
our attorneys. We have not identified any potential business opportunities as of
the date of this report, and we cannot assure you that we will locate targets
which meet our criteria. Even if we are successful in locating such a target, we
cannot assure you that we will be successful in negotiating and closing such a
business combination.
Liquidity and Capital Resources
At September 30, 2002, we had a working capital deficit of $ 308,188
compared to a working capital deficit of $257,050 at December 31, 2001. Net cash
provided by operating activities for the nine months ended September 30, 2002
was $24,262 as compared to $4,137 for the nine months ended September 30, 2001.
This change was primarily attributable to:
* the reduction in the net loss for the period,
* the issuance of stock for compensation during the nine month
period ended September 30, 2001 for which there were no
comparable transactions during the nine months ended September
30, 2002,
* the reduction in the amount of amortization and depreciation
recorded for the period as a result of a write down of certain
assets in fiscal 2001, and
* the reduction in accounts payable.
Net cash provided by investing activities during the nine months ended
September 30, 2002 was $40,000 as compared to net cash used by investing
activities of $59,249 during the comparable period in fiscal 2001. Net cash used
by financing activities for the nine months ended September 30, 2002 was $58,910
as compared to net cash provided by financing activities of $43,300 for the
comparable period in fiscal 2001.
As discussed elsewhere herein, during May 2002 we discovered that in
January 2002 our former president had sold certain investment securities we
owned without our consent, and had failed to disclose the transaction to us
either prior to his resignation or thereafter. We have offset the proceeds of
$40,000 received by him from this unauthorized transaction as a reduction in the
long-term note payable to shareholders in the original principal amount of
$45,000 due him by Techlabs. The asset was a long term investment held by us
with a historical cost of $50,000 and which appeared on our balance sheet as
investment securities. The asset was not used in our operations and has no
8
material effect on our continuing operations. We have engaged in discussions
with our former president and other attendant parties to the transaction
regarding the facts and circumstances surrounding this matter, and we are also
attempting to ascertain if the amount received by our former president from the
sale of this asset approximated its fair value. If we determine that the asset
was worth more than it was sold for, we will pursue the deficiency with our
former president.
We have incurred cumulative losses from inception (May 26, 1998)
through September 30, 2002. At September 30, 2002 we have an accumulated deficit
of $8,066,424, and the report from of our independent auditor on our audited
financial statements at December 31, 2001 contained a going concern
modification. We will continue to incur losses during the foreseeable future and
have yet to achieve revenues sufficient to offset direct expenses and corporate
overhead. We do not have any present commitments for capital expenditures. Our
principal shareholder has historically advanced us funds from time to time for
operating expenses and it has agreed to provide us with a $250,000 working
capital line. While this line of credit is sufficient to fund our operations at
current levels, if we wish to expand our operations, or to enter into business
combinations with as yet unidentified third parties, we will need additional
working capital beyond the commitment from our principal shareholder. We cannot
guarantee you that we will be successful in obtaining capital upon terms
acceptable to us, if at all. Our failure to secure necessary financing could
have a material adverse effect on our financial condition and results of
operations.
ITEM 3. CONTROLS AND PROCEDURES
Our management, which includes our President who is our sole officer
and director, has conducted an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-14(c) promulgated under the
Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation
Date") within 90 days prior to the filing date of this report. Based upon that
evaluation, our President has concluded that our disclosure controls and
procedures are effective for timely gathering, analyzing and disclosing the
information we are required to disclose in our reports filed under the
Securities Exchange Act of 1934, as amended. There have been no significant
changes made in our internal controls or in other factors that could
significantly affect our internal controls subsequent to the Evaluation Date.
9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On October 6, 2002 we issued 225,000 shares of our Series C Preferred
Stock to Yucatan Holding Company, our principal shareholder, as satisfaction of
$200,000 of the amounts due Yucatan by us, and as consideration for Yucatan
providing us with a line of credit. Jayme Dorrough, our sole officer and
director, is the sole officer and director and the beneficial owner of Yucatan.
We had used these funds for working capital. These shares were issued in a
private transaction exempt from registration under the Securities Act of 1933
("Securities Act") in reliance on an exemption provided by Section 4(2) of said
act, and the certificate evidencing the shares that were issued contained a
legend restricting their transferability absent registration under the
Securities Act or the availability of an applicable exemption therefrom. Under
this commitment, Yucatan will advance us up to $250,000 for operating expenses
on an unsecured basis at such time and in such amounts as may be requested by
our board of directors and agreed upon by Yucatan. We agreed to pay Yucatan
interest at the rate of 8% per annum. As of the date hereof, we have not drawn
down any amounts under this line of credit.
During fiscal 2001 Yucatan returned an aggregate of 750,000 shares of
our common stock to the treasury. These shares were cancelled and returned to
the status of authorized but unissued shares as a contribution to capital by
this shareholder, valued at par value per share. This transaction was
facilitated to assure that we had a sufficient number of authorized but unissued
shares of common stock. We agreed to reissue these shares to Yucatan at such
time as we had sufficient authorized common stock, and to issue it an additional
100,000 shares of our common stock as additional consideration for the earlier
contribution to capital by this shareholder. On October 6, 2002 we issued
850,000 shares of our common stock to Yucatan. These shares were issued in a
private transaction exempt from registration under the Securities Act in
reliance on an exemption provided by Section 4(2) of said act, and the
certificate evidencing the shares that were issued contained a legend
restricting their transferability absent registration under the Securities Act
or the availability of an applicable exemption therefrom.
On October 16, 2002 we issued 2,000,000 shares of our common stock to a
third party as compensation for services rendered and to be rendered to us
through the balance of fiscal 2002. These shares were issued in a private
transaction exempt from registration under the Securities Act of 1933 in
reliance on an exemption provided by Section 4(2) of said act. The recipient of
these shares was an accredited investor, no general solicitation or advertising
was used in connection with this transaction, and the certificate evidencing the
shares that were issued contained a legend restricting their transferability
absent registration under the Securities Act or the availability of an
applicable exemption therefrom. We valued these services at $26,400.
On October 16, 2002 we also issued 7,575,757 shares of our common stock
to Yucatan in satisfaction of $150,000 owed to Yucatan by us. We had used these
funds for working capital. These shares were issued in a private transaction
exempt from
10
registration under the Securities Act of 1933 in reliance on an exemption
provided by Section 4(2) of said act, and the certificate evidencing the shares
that were issued contained a legend restricting their transferability absent
registration under the Securities Act or the availability of an applicable
exemption therefrom.
All of the foregoing shares, together with all other shares of our
issued and outstanding common stock, were the subject on November 14, 2002 of a
one for 25 reverse stock split described in further detail in Item 5. hereof.
We anticipate that we will file a registration statement with the SEC
as soon as practicable covering the public resale of the shares of our common
stock which we recently issued as described above.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 7, 2002 we filed a definitive information statement on
Schedule 14C with the SEC covering the following actions taken by our majority
shareholder on August 5, 2002 by written consent in lieu of an annual meeting.
* The election of Jayme Dorrough as the sole member of the board
of directors, to serve until the next annual meeting of
shareholders or until her earlier resignation, removal or
death;
* The ratification of the appointment of Rodefer Moss & Co. PLLC
as our independent auditors for fiscal 2002; and
* The approval of an amendment to our Articles of Incorporation
which:
- increased the number of authorized shares of our
common stock to 5,000,000,000 shares,
- created a class of preferred stock, par value $.001
per share, consisting of 10,000,000 shares. The
shares of preferred stock may be created and issued
from time to time in such series and with such
designations, preferences, conversion rights,
cumulative, relative, participating, optional or
other rights, including voting rights,
qualifications, limitations or restrictions thereof
as shall be stated and expressed in the resolution or
resolutions pfor the creation and issuance of such
series of preferred stock as adopted by the board of
directors without further shareholder approval, and
- in conjunction with the creation of this class of
"blank check" preferred stock, designated a series of
that new class of preferred stock consisting of
225,000 shares as Class C Preferred. On October 6,
2002 we issued these shares to Yucatan as described
in Item 2. above.
11
ITEM 5. OTHER INFORMATION
Effective November 14, 2002 we have undertaken a one for 25 reverse
stock split of our issued and outstanding common stock in accordance with a
written consent of our board of directors. The record date set for this stock
split was November 13, 2002. No cash will be paid or distributed as a result of
the reverse stock split and no fractional shares will be issued. All fractional
shares which would otherwise be required to be issued as a result of the stock
split will be rounded up to the nearest whole share.
Pursuant to Section 607.10025 of the Florida Business Corporation Act,
a combination of the our common stock may be effected solely by an action of our
board of directors without shareholder approval provided that as a result of
such amendment, the percentage of authorized shares remaining unissued after the
share combination will not exceed the percentage of authorized shares that were
unissued before the combination. In accordance therewith, on November 7, 2002 we
filed Articles of Amendment to our Articles of Incorporation reducing our
authorized common shares from 5,000,000,000 to 200,000,000. As a result of this
split, the number of our issued and outstanding shares of common stock has been
reduced from 12,323,437 to approximately 492,937, subject to rounding.
On November 14, 2002 our the trading symbol for common stock on the
OTCBB was changed from TCLB to TELA, and our new CUSIP number is 87833L 30 1.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit No. Description
3.1 Articles of Amendment to the Articles of Incorporation as filed with
the Secretary of State of Florida on August 26, 2002 (1)
3.2 Articles of Amendment to the Articles of Incorporation as filed with
the Secretary of State on November 7, 2002 (2)
---------
(1) Incorporated by reference to the Information Statement on Schedule 14C filed
with the SEC on May 23, 2002.
(2) Filed herewith
(b) Reports on Form 8-K
1. On October 1, 2002 we filed a Report on Form 8-K, reporting under
Item. 4, that we had terminated the engagement of Rodefer, Moss & Co PLLC as our
principal independent accountant and engaged Dempsey Vantrease & Follis PLLC.
2. On October 7, 2002 we filed a Report on Form 8-K/A attaching as
Exhibit 16.1 the letter from Rodefer Moss & Co PLLC to the SEC confirming the
disclosure regarding such firm which appeared in our Report on Form 8-K filed on
October 1, 2002.
3. On October 23, 2002 we filed a Report on Form 8-K/A attaching as
Exhibit 16.1 a revised letter from Rodefer Moss & Co PLLC to the SEC confirming
the disclosure regarding such firm which appeared in our Report on Form 8-K
filed on October 1, 2002 in response to a comment from the SEC.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned as
duly authorized.
Techlabs, Inc.
By: /s/ Jayme Dorrough
------------------
Jayme Dorrough
President
Dated: November 13, 2002
13
CERTIFICATION
I, Jayme Dorrough, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Techlabs,
Inc.;
2. Based on my knowledge, this quarterly 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 made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 report;
4. The registrant's other certifying officers and I are responsible for
establishing 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 quarterly 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 quarterly report (the "Evaluation Date"); and
c. presented in this quarterly 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 the 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.
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not 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.
November 13, 2002 By: /s/ Jayme Dorrough
Jayme Dorrough,
President and Director,
sole officer and sole director
14