UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2006
TECHLABS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 000-26233 65-0843965
--------------- ------------ ----------------------
State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
8905 KINGSTON PIKE, SUITE 313, KNOXVILLE, TN 37923
--------------------------------------------------
(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: (215) 243-8044
NOT APPLICABLE
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 133-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On or about January 7, 2006, Techlabs, Inc. (the "Company") was notified that
Webb & Company, P.A. ("Webb"), its independent registered public accounting
firm, resigned citing timing and financial considerations. This action was
initiated by Webb & Company, P.A. and was not approved or recommended by the
Company's Board of Directors.
The reports of Webb & Company, P.A. on the financial statements of the Company
as of and for the years ended December 31, 2003 and December 31, 2004, the last
two fiscal years for which Webb & Company, P.A. reported on the Company's
financial statements, did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principle; except that the reports on the Company's financial
statements as of and for each of the years ended December 31, 2003 and 2004 were
modified to include a going concern paragraph.
During the Company's two most recent fiscal years, which ended December 31, 2005
and the interim period through January 7, 2006, there were no disagreements
between the Company and Webb & Company, P.A. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of Webb & Company, P.A.,
would have caused them to make reference to the subject matter of the
disagreement in connection with its report. Further, Webb & Company, P.A. has
not advised the Company that:
1) internal controls necessary to develop reliable financial statements did not
exist; or
2) information has come to the attention of Webb & Company, P.A. which made it
unwilling to rely upon management's representations, or made it unwilling to be
associated with the financial statements prepared by management; or
3) the scope of the audit should be expanded significantly, or information has
come to the attention of Webb & Company, P.A. that they have concluded will, or
if further investigated might, materially impact the fairness or reliability of
a previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal year ended
December 31, 2005.
We have requested that Webb furnish a letter addressed to the Securities and
Exchange Commission (the "SEC") stating whether it agrees with the above
disclosures made by us. A copy of this letter addressed to the Securities and
Exchange Commission, dated February 27, 2006, is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
As set forth in Item 4.01, there is filed herewith as Exhibit 16.1, a letter
from Webb & Company, P.A. to the Securities and Exchange Commission dated
February 27, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Techlabs, Inc.
Date: March 1, 2006 By: /s/ Jayme Dorrough
------------------
Jayme Dorrough, President