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 March 31, 2005

         [ ]      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: (215) 243-8044


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: 724,964 shares of
common stock as of May 1, 2005.

<PAGE>
                                 TECHLABS, INC.
                 Form 10-QSB for the period ended March 31, 2005

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements in this quarterly report on Form 10-QSB contain or
may contain forward-looking statements that are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements were based on various factors and
were derived utilizing numerous assumptions and other factors that could cause
our actual results to differ materially from those in the forward-looking
statements. These factors include, but are not limited to economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. Readers should carefully review this quarterly report
in its entirety, including but not limited to our financial statements and the
notes thereto. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

         When used in this quarterly report, the terms "Techlabs" "we," and "us"
refers to Techlabs, inc., a Florida corporation, and its subsidiaries.


                                       ii
<PAGE>

                                     INDEX

Part I.  Financial Information


Item 1.  Financial Statements


         Condensed Consolidated Balance Sheet at March 31, 2005 (unaudited)....1


         Condensed Consolidated Statements of Operations for the
         three months ended March 31, 2005 and 2004 (unaudited)................2


         Condensed Consolidated Statements of Cash Flows for the
         three months ended March 31, 2005 and 2004 (unaudited)................3


         Notes to Condensed Consolidated Financial Statements (unaudited) .....4


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations ................................................8


Item 3.  Controls and Procedures...............................................9


Part II. Other Information....................................................10


                                      iii
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         Techlabs, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                 March 31, 2005
                                   (unaudited)

ASSETS
Current Asset
   Cash and cash equivalents .....................................  $         -
                                                                    -----------

      Total current assets .......................................            -

   Property, Plant & equipment, net ..............................       19,579

Other Assets
   Security deposits .............................................        4,061
                                                                    -----------

                                                                    $    23,640
                                                                    ===========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
   Bank overdraft ................................................  $     3,718
   Accounts payable & accrued expenses ...........................       29,759
   Advances from related party ...................................       90,415
   Due to stockholders ...........................................        3,125
   Convertible note payable - related party ......................       30,000
   Loan - related party ..........................................        6,500
                                                                    -----------

      Total Current Liabilities ..................................      163,517

STOCKHOLDERS' DEFICIENCY
   Preferred stock, $.001 par value;
      25,000,000 shares authorized; 12,500,000 shares
      Class A Special Preferred issued and outstanding ...........       12,500
   Preferred stock, $.001 par value; 10,000,000 shares
      Class B authorized; no shares issued and outstanding .......            -
   Preferred stock, $.001 par value; 10,000,000 shares authorized;
      225,000 shares Class C Preferred issued and outstanding ....          225
   Common stock, $.001 par value; 200,000,000 shares authorized,
      712,964 issued and outstanding .............................          713
   Additional paid-in capital ....................................    8,367,847
   Deferred compensation .........................................      (36,750)
   Accumulated deficit ...........................................   (8,484,412)
                                                                    -----------

      Total Stockholders' Deficiency .............................     (139,877)
                                                                    -----------

                                                                    $    23,640
                                                                    ===========

   The accompanying notes are an integral part of these financial statements.

                                        1
<PAGE>
                         Techlabs, Inc. and Subsidiaries
                      Consolidated Statements of Operations
               For the three months ended March 31, 2005 and 2004
                                   (unaudited)

                                                          For the Three Months
                                                             Ended March 31,
                                                           2005          2004
                                                        ---------     ---------

Revenues ...........................................    $  90,347     $       -

Cost of sales ......................................       67,129             -
                                                        ---------     ---------

   Gross profit ....................................       23,218             -

Operating expenses
   General and administrative ......................       52,204        13,049
   Depreciation & amortization .....................          827        17,444
   Amortization of deferred compensation ...........       26,250             -
                                                        ---------     ---------

Total operating expenses ...........................       79,281        30,493
                                                        ---------     ---------

Operating loss .....................................      (56,063)      (30,493)

Other expense
   Interest expense ................................        1,518             -
   Gain on forgiveness of indebtedness .............            -             -
                                                        ---------     ---------

Net (loss) .........................................    $ (57,581)    $ (30,493)
                                                        =========     =========

Loss per share:
   Basic and diluted (loss) per common share .......    $   (0.08)    $   (0.06)
                                                        =========     =========

Basic and diluted weighted average
   shares outstanding ..............................      701,503       492,964
                                                        =========     =========

   The accompanying notes are an integral part of these financial statements.

                                        2
<PAGE>
                         Techlabs, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
               For the three months ended March 31, 2005 and 2004
                                   (unaudited)

                                                           For the Three Months
                                                              Ended March 31,
                                                             2005        2004
                                                           --------    --------
Operating Activities:
   Net (loss) ..........................................   $(57,581)   $(30,493)
   Adjustments to reconcile net (loss) to
    net cash (used in) operating activities:
      Depreciation and amortization ....................        827      17,444
      Amortization of deferred compensation ............     26,250           -
      Changes in operating assets and liabilities:
         Decrease in accounts payable ..................      2,986       9,259
                                                           --------    --------

            Net Cash (Used in) Operating Activities ....    (27,518)     (3,790)
                                                           --------    --------

Investing Activities:
   Purchase of property and equipment ..................          -           -
                                                           --------    --------

Financing Activities:
   Bank overdraft ......................................      1,019           -
   Advance from stockholder ............................    (24,285)          -
   Proceeds from note payable ..........................     30,000           -
   Proceeds from demand notes ..........................     20,784           -
   Advance from related party ..........................          -       6,500
   Repayment on advances from stockholders .............          -      (2,506)
                                                           --------    --------

            Net Cash Provided by (Used in) Financing
             Activities ................................     27,518       3,994
                                                           --------    --------

(Decrease) increase in Cash and Cash Equivalents .......          -         204

Cash, beginning of period ..............................          -         256
                                                           --------    --------

Cash, end of period ....................................   $      -    $    460
                                                           ========    ========

    The accompanying notes are an integral part of these financial statements

                                        3
<PAGE>
                         TECHLABS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (unaudited)

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Nature of Operations

Techlabs, Inc. ("Techlabs") was incorporated in the State of Florida in May 1998
under the name Coordinated Physician Services, Inc. to organize and operate
primary care physician networks for managed medical care organizations. In
February 1999 the Company abandoned this business due to excessive competition
and changed its name to Techlabs, Inc. Prior to January 2004, the Company
generated revenues through the rental of its list of targeted, opt-in email
addresses which were generated from their website. During November 2004, the
Company formed and opened Florida Fountain of Youth Spas, Inc. Florida Fountain
of Youth Spa is a full service spa located in South Florida.

(B) Basis of Consolidation

The accompanying consolidated financial statements for the three months ended
March 31, 2005 include the accounts of Techlabs and its wholly-owned subsidiary
Florida Fountain of Youth Spas. The consolidated financial statements for 2004
include the accounts of Techlabs and its wholly-owned subsidiaries
StartingPoint.com, Inc. and Interplanner.com, Inc. All significant intercompany
accounts and transactions have been eliminated in the consolidation.

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities as the date of the financial statements and
revenues and expenses during the reported period. Actual results could differ
from those estimates.

(D) Cash Equivalents

Cash and cash equivalents consist of all highly liquid investments with original
maturities of three months or less.

(E) Revenue Recognition

Prior to January 2004, the Company's revenue was derived from rentals of its
opt-in email lists to third party list management companies. Revenue from email
lists is recognized when billed by the company that manages the list, and is
recognized on a net basis in that the Company does not act as the principal in
the transaction and the amount the Company earns is fixed. The Company has not
had any revenue from rentals of its opt-in email lists since 2003. The Company
is currently seeking a third party management company to manage its list.
Revenue from Florida Fountain of Youth Spas is recognized upon delivery of
services.

(F) Inventories

Inventories are valued at the lower of cost or market. Cost is determined using
the first-in, first-out (FIFO) method. Provision for potentially obsolete
inventory is made based on management's analysis of inventory levels.

                                        4
<PAGE>

(G) Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation on assets placed in service is determined using the straight-line
method over the estimated useful lives of the related assets which range from
three to seven years. Significant improvements are capitalized while maintenance
and repairs are expensed as incurred.

(H) Long-Lived Assets

Long-lived assets and certain identifiable intangible assets (other than
goodwill and intangible assets with indefinite lives) held and used by the
Company are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. For
purposes of evaluating the recoverability of long-lived assets (other than
goodwill and intangible assets with indefinite lives), the recoverability test
is performed using undiscounted net cash flows related to the long-lived assets.
The Company reviews such long-lived assets to determine that carrying values are
not impaired. Under Statement of Financial Accounting Standards ("SFAS") No.
142, goodwill and intangible assets with indefinite lives are no longer
amortized but are reviewed for impairment. Intangible assets that are not deemed
to have indefinite lives will continue to be amortized over their useful lives;
however, no maximum life applied.

(I) Fair Value of Financial Instruments

SFAS No. 107, "Disclosure About Fair Value of Financial Instruments," requires
certain disclosures regarding the fair value of financial instruments. Trade
accounts receivable, accounts payable, and loans from stockholders are reflected
in the financial statements at fair value because of the short-term maturity of
the instruments.

(J) Income Taxes

The Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes". Under SFAS No. 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS No. 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

(K) Income (Loss) Per Share

Basic and diluted income (loss) per share is calculated by dividing net income
(loss) for the period by the weighted average number of shares of common stock
outstanding during the period. The assumed exercise of stock options is only
included in the calculation of diluted earnings per share, if dilutive. As of
March 31, 2005 and 2004, the Company did not have any outstanding common stock
equivalents.

(L) Business Segments

The Company currently operates in one segment and therefore segment information
is not presented.

                                        5
<PAGE>

(M) Stock-Based Compensation

In accordance with the Statement of Financial Accounting Standards ("SFAS") No.
123, Accounting for Stock Based Compensation, the Company has elected to account
for stock options issued to employees under Accounting Principles Board Opinion
No. 25 ("APB Opinion No. 25") and related interpretations. The Company accounts
for stock options issued to consultants and for other services in accordance
with SFAS No. 123.

(N) Advertising Costs

Advertising costs are expensed as incurred. Advertising expense totaled $980 and
$0 for the three months ended March 31, 2005 and 2004, respectively.

(O) New Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs -
an amendment of ARB No. 43, Chapter 4"" SFAS No. 152, "Accounting for Real
Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and
67," SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB
Opinion No. 29," and SFAS No. 123 (revised 2004), "Share-Based Payment," were
recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current
applicability to the Company and have no effect on the financial statements.

In May 2003, SFAS No. 150 "Accounting for Certain Financial Instruments with
characteristics of both liabilities and equity" was issued. This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. Some of the provisions of this Statement
are consistent with the current definition of liabilities in FASB Concepts
Statement No. 6, Elements of Financial Statements. The remaining provisions of
this Statement are consistent with the Board's proposal to revise that
definition to encompass certain obligations that a reporting entity can or must
settle by issuing its own equity shares, depending on the nature of the
relationship established between the holder and the issuer. While the Board
still plans to revise that definition through an amendment to Concepts Statement
6, the Board decided to defer issuing that amendment until it has concluded its
deliberations on the next phase of this project. That next phase will deal with
certain compound financial instruments including puttable shares, convertible
bonds, and dual-indexed financial instruments.

This statement was adopted effective January 1, 2004. The adoption of this
pronouncement did not have a material effect on our financial position or
results of operations.

NOTE 2   GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company had a net loss of
$57,581 for the three months ended March 31, 2005, a working capital deficiency
of $163,517, an accumulated deficit of $8,484,412, a stockholders' deficiency of
$139,877 and used cash in operations of $27,518. This raises substantial doubt
about our 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 classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

Although there are no assurances, the Company believes that with increased
sales, the success of the Florida Fountain of Youth Spa, raising additional
capital and borrowings from its principal shareholder it will be able to
continue as a going concern.

                                        6
<PAGE>

NOTE 3   RELATED PARTY TRANSACTIONS

From time to time Yucatan Holding Company, the Company's principal shareholder,
has advanced funds for working capital. At March 31, 2005, the Company owed
Yucatan Holding Company $3,125, net of repayments. This amount will be paid by
the Company when working capital permits.

During the three months ended March 31, 2005, various entities owned by the
president of Florida Fountain of Youth Spa made advances totaling $20,784 to the
Company under an oral agreement. The balance due under the agreement at March
31, 2005 totaled $90,415. These advances accrue interest at 6% per annum, and
are unsecured and due on a demand basis.

At March 31, 2005, the Company owed a related party under an oral agreement
$6,500 on a non-interest bearing, unsecured, due on demand basis.

NOTE 4   NOTE PAYABLE

During 2005, the Company entered into a convertible note payable with an
individual for $30,000. The note is due quarterly with the final payment due
March 1, 2006. The note accrues interest at 5% per annum and is unsecured.
Interest payments of $375 are due quarterly.

NOTE 5   COMMITMENTS AND CONTIGINCIES

LITIGATION

On August 23, 2004 Techlabs filed a complaint against Addante and Associates, a
Delaware corporation, in the U.S. District Court for the Eastern District of
Tennessee, styled Techlabs, Inc. and Starting Point, Inc. v. Addante and
Associates, Case No. 3:04-CV-385. Techlabs had previously engaged Addante and
Associates to perform certain services for it in connection with its Starting
Point.com web site. In this complaint Techlabs alleges a breach of contract by
Addante and Associates and it is seeking $500,000 in damages. The Company
believes this litigation to be meritorious and is pursuing its claims
vigorously.

NOTE 6   CAPITAL STOCK

During the three months ended March 31, 2005, the Company issued 60,000 shares
of common stock to a related party pursuant to a consulting agreement having a
fair value of $63,000 on the date of grant. The consulting agreement calls for
services to be performed through June 18, 2005. The agreement will be amortized
over the life of the service period and as such $36,750 has been deferred at
March 31, 2005. Amortization of deferred consulting was $26,250 during the three
months ended March 31, 2005.

NOTE 7   SUBSEQUENT EVENT

On July 28, 2004 Techlabs Board of Directors approved changing the corporate
name to Siren International Corp. Techlabs anticipates filing an information
statement with the SEC regarding this pending name change during the second
quarter of fiscal 2005.

                                        7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

         We reported revenues of $90,347 and $0 for the three months ended March
31, 2005 and March 31, 2004, respectively, and a net loss of $57,581 and $30,493
for those respective three-month periods. Revenues in the fiscal 2005
three-month period represents fees paid by customers of our Florida Fountain of
Youth Spa, which commenced operation during the fourth quarter of fiscal 2004.
We had no revenues during the fiscal 2004 three month period as we did not
generate any revenues from the rental of our StartingPoint.com email list as the
third-party direct marketing company that was the sole source of our revenues
from that business segment had exited that segment of their business during
fiscal 2003. Though we have not yet had success in this regard, we are
continuing to source replacements for our previous third-party direct marketing
company.

         Cost of goods sold during the three months ended March 31, 2005 totaled
$67,129, resulting in gross margin of $23,218, as compared to cost of goods sold
in the fiscal 2004 period of $0 and a resulting gross margin of $0.

         Selling, general and administrative expenses increased to $52,204 in
the three months ended March 31, 2005, from $13,049 in the three months ended
March 31, 2004, primarily as a result of costs associated with the operation of
our day spa. For fiscal 2005 and 2004 periods we also recorded depreciation and
amortization of $827 and $17,444, respectively. Total operating expenses in the
fiscal 2005 period also includes a non-cash charge of $26,250 for the
amortization of deferred compensation to a third party pursuant to a consulting
agreement that calls for services to be performed through June 2005. There was
no comparable expense recorded for the fiscal 2004 period.

         Other income (expense) for the fiscal 2005 and 2004 periods was
($1,518) and $0, respectively, which amount for fiscal 2005 represented interest
expense.

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2005, we had a working capital deficit of $163,517 as
compared to a deficit of $133,013 at December 31, 2004. Net cash used by
operating activities was $27,518 for three months ended March 31, 2005, as
compared to net cash used by operating activities of $3,790 for the three months
ended march 31, 2004. This change is reflects the increased net loss incurred
during the fiscal 2005 period, which was partly offset by the aforementioned
non-cash deferred compensation expense of $26,250, as compared to the smaller
net loss incurred during the fiscal 2004 period that was partly offset by the
aforementioned depreciation and amortization expense of $17,444.

         Net cash used in investing activities in both the fiscal 2005 and
fiscal 2004 periods was $0. Net cash provided by financing activities in the
fiscal 2005 period was $27,518, compared to net cash provided by financing
activities in the fiscal 2004 period of $3,994.

         We have an accumulated deficit of $8,484,412 at March 31, 2005 and the
report from our independent auditor on our audited financial statements at
December 31, 2004 contains a going concern modification. Although there are no
assurances, the Company believes that with increased sales, the success of the
Florida Fountain of Youth Spa, raising additional capital and borrowings from
its principal shareholder it will be able to continue as a going concern.

                                        8
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

         Our management, which includes our President, 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") as of the end of the
period covered by 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
end of the period covered by this report based on such evaluation.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The SEC's Financial Reporting Release No. 60, "Cautionary Advice
Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggests
companies provide additional disclosure and commentary on those accounting
policies considered most critical. A critical accounting policy is one that is
both very important to the portrayal of our financial condition and results, and
requires management's most difficult, subjective or complex judgments.
Typically, the circumstances that make these judgments difficult, subjective
and/or complex have to do with the need to make estimates about the effect of
matters that are inherently uncertain. We believe the accounting policies below
represent our critical accounting policies as contemplated by FRR 60.

         Allowances for refunds and product returns. We may grant our customers
the right to return products which they do not find satisfactory. Upon sale, we
evaluate the need to record a provision for product returns based on our
historical experience, economic trends and changes in customer demand.

         Provisions for inventory obsolescence. We may need to record a
provision for estimated obsolescence of inventory. Our estimates would consider
the cost of inventory, the estimated market value and our historical experience.
If there are changes to these estimates, provisions for inventory obsolescence
may be necessary.

         Value of long lived assets. We capitalize and amortize the costs
incurred in the acquisition of capital equipment. We also carry other long lived
assets on our balance sheet. We evaluate the carrying values of such assets and
may be required to reduce the value in the event we determine if the value is
impaired from the current carrying among.

         Statement of Financial Accounting Standards ("SFAS") No. 151,
"Inventory Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No. 152,
"Accounting for Real Estate Time- Sharing Transactions - an amendment of FASB
Statements No. 66 and 67," SFAS No. 153, "Exchanges of Non-monetary Assets - an
amendment of APB Opinion No. 29," and SFAS No. 123 (revised 2004), "Share-Based
Payment," were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004)
have no current applicability to the Company and have no effect on the financial
statements.

                                        9
<PAGE>

         In May 2003, SFAS No. 150 "Accounting for Certain Financial Instruments
with characteristics of both liabilities and equity" was issued. This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. Some of the provisions of this Statement
are consistent with the current definition of liabilities in FASB Concepts
Statement No. 6, Elements of Financial Statements. The remaining provisions of
this Statement are consistent with the Board's proposal to revise that
definition to encompass certain obligations that a reporting entity can or must
settle by issuing its own equity shares, depending on the nature of the
relationship established between the holder and the issuer. While the Board
still plans to revise that definition through an amendment to Concepts Statement
6, the Board decided to defer issuing that amendment until it has concluded its
deliberations on the next phase of this project. That next phase will deal with
certain compound financial instruments including puttable shares, convertible
bonds, and dual-indexed financial instruments.

         This statement was adopted effective January 1, 2004. The adoption of
this pronouncement did not have a material effect on our financial position or
results of operations.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         See Note 5 to the Notes to Consolidated Financial Statements appearing
         earlier in this report.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits.

Exhibit No.                                 Description

31.1              Rule 13a-14(a)/15d-14(a) Certification of Chief Executive and
                  Financial Officer

32.1              Section 1350 Certificate of Chief Executive and Financial
                  Officer

         (b) Reports on Form 8-K

         (1) Current report, items 7.01 and 9.01 2005-02-22 000-26233


                                       10
<PAGE>
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        Techlabs, Inc.
                                        By: /s/ Jayme Dorrrough
                                            -------------------
                                        Jayme Dorrough, President

Dated: May 23, 2005

                                       11