U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 AMENDMENT NO. 1
                                  FORM 10-QSB/A

                                   (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, 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: 1,897,680 shares as of April 30,
2002.

<PAGE>
                                 TECHLABS, INC.
               Form 10-QSB/A for the quarter ended March 31, 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/A, "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 Sheets at March 31, 2002 (unaudited)
     and December 31, 2001.....................................................3
Consolidated Statements of Operations (unaudited) for the
     three months ended March 31, 2002 and 2001................................4
Consolidated Statements of Change in Stockholders'
     Equity (unaudited) for the period from January 1, 2001 to March 31, 2002 .5
Consolidated Statements of Cash Flows (unaudited) for the
     three months ended March 31, 2002 and 2001................................6
Notes to Consolidated Financial Statements (unaudited) ........................7

Item 2.  Management's Discussion and Analysis of Financial Condition
     and Results of Operations ................................................9

Part II. Other Information

Item 1.  Legal Proceedings ...................................................11
Item 2.  Changes in Securities and Use of Proceeds ...........................11
Item 3.  Defaults upon Senior Securities .....................................11
Item 4.  Submission of Matters to a Vote of Security Holders .................11
Item 5.  Other Information ...................................................11
Item 6.  Exhibits and Reports on Form 8-K ....................................11

                                        2
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         TECHLABS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                                     March 31,     December 31,
                                                       2002            2001
                                                    (unaudited)
                                                    As Restated
ASSETS                                              -----------    -----------

Current Assets
    Accounts receivable .........................   $    18,852    $         -
                                                    -----------    -----------
                             Total Current Assets        18,852              -

Web Sites, Property and Equipment,  net .........       122,990        134,171

Intangible and Other Assets
    Investment securities .......................             -         50,000
    Intangibles, net ............................       262,778        285,778
                                                    -----------    -----------
                                                    $   404,620    $   469,949
                                                    ===========    ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
    Accounts payable & accrued expenses .........   $   287,097    $   257,050
                                                    -----------    -----------
                        Total Current Liabilities       287,097        257,050

Long-term Notes Payable to Stockholders .........       341,891        380,691
                                                    -----------    -----------
                                Total Liabilities       628,988        637,741

STOCKHOLDERS' (DEFICIT)
    Preferred stock - special class A ($.001 par
       value, 12,500,000 authorized
       12,500,000 shares issued and outstanding).        12,500         12,500
    Preferred stock - special class B ($.001 par
       value, 10,000,000 authorized
       no shares issued and outstanding) ........             -              -
    Common stock ($.001 par value, 50,000,000
       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 .........................    (7,978,229)    (7,921,653)
                                                    -----------    -----------
                    Total Stockholders' (Deficit)      (224,368)      (167,792)
                                                    -----------    -----------
                                                    $   404,620    $   469,949
                                                    ===========    ===========

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

                                        3
<PAGE>
                         TECHLABS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                   Three Months Ended March 31, 2002 and 2001


                                                      2002           2001
                                                   As Restated
                                                  -----------    -----------
Revenue
   Net revenues ...............................   $    18,852    $    13,421

Selling, general and administrative expenses ..        21,700        806,134
Depreciation & amortization expense ...........        34,181         94,335
                                                  -----------    -----------

Operating loss ................................       (37,029)      (887,048)

Other Income (Expense)
   Interest expense ...........................        (9,547)             -
   Realized (loss) on investment securities ...       (10,000)             -
   Unrealized (loss) gain on trading securities             -        (16,530)
                                                  -----------    -----------
                Total other income (expense) ..       (19,547)       (16,530)
                                                  -----------    -----------

Net Loss ......................................   $   (56,576)   $  (903,578)
                                                  ===========    ===========

Earnings per share:
  Basic and diluted loss per common share .....   $     (0.03)   $     (0.43)
                                                  ===========    ===========

Basic and diluted weighted average
  shares outstanding ..........................     1,897,692      2,099,141



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

                                        4
<PAGE>

                         TECHLABS, INC. AND SUBSIDIARIES
          Consolidated Statements of Changes in Stockholders' (Deficit)
      From the Period from January 1, 2001 to March 31, 2002 (As Restated)

<TABLE>
<CAPTION>
                                   Preferred Stock
                       --------------------------------------------       Common Stock           Additional
                               Class A               Class B           --------------------       Paid-In    Accumulated
                         Shares     Amount      Shares       Amount     Shares       Amount       Capital      Deficit       Total
                       ----------  -------    ----------    -------    ----------    -------    -----------  ----------- -----------
<S>                    <C>         <C>        <C>           <C>        <C>           <C>        <C>          <C>         <C>
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
 recisson 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             -        -             -          -             -          -              -      (56,576)   (56,576)
                       ----------  -------    ----------    -------    ----------    -------    -----------  ----------- -----------
Balance,
 March 31, 2002   ...  12,500,000  $12,500             -    $     -     1,897,692    $ 1,898    $ 7,739,463  $(7,978,229)$ (224,368)
                       ==========  =======    ==========    =======    ==========    =======    ===========  =========== ===========
</TABLE>

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

                                        5
<PAGE>
                         TECHLABS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2002 and 2001


                                                           2002         2001
                                                         As Restated
                                                         --------    ---------
Operating Activities
    Net loss .........................................   $(56,576)   $(903,578)
    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 ..........          -      641,690
       Amortization and depreciation .................     34,181       94,355
       Changes in operating assets and liabilities:
           Increase in accounts receivable ...........    (18,852)           -
           Increase in accounts payable ..............     30,047      143,579
                                                         --------    ---------
                 Net Cash Used in Operating Activities     (1,200)      (7,424)

Financing Activities
    Repayments to stockholders .......................      1,200            -
                                                         --------    ---------
             Net Cash Provided by Financing Activities      1,200            -
                                                         --------    ---------

                   Change in Cash and Cash Equivalents          -       (7,424)

Cash and cash equivalents, beginning of period .......          -       11,812
                                                         --------    ---------

Cash and cash equivalents, end of period .............   $      -    $   4,388

                                                        ========    =========

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.

                                        6
<PAGE>
                         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
American 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
period ended March 31, 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 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 $56,579 during the three
months ended March 31, 2002 and has an accumulated deficit of $7,978,229 at
March 31, 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 three months ended March 31, 2002 and 2001 Techlabs paid no interest
or income taxes. During the three months ended March 31, 2001 Techlabs issued
677,653 shares of common stock valued at $1,788,244 to consultants in payment
for services to be performed through March 31, 2002 resulting in a prepayment of
$1,158,412 at March 31, 2001. This transaction did not affect cash. There were
no comparable transactions during the three months ended March 31, 2002.

                                        7
<PAGE>
NOTE 3 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2002, a Techlabs' stockholder provided
cash advances totaling $1,200 to meet the company's operational needs. At March
31, 2002 and 2001, advances by Techlabs' stockholders to meet the company's
operational needs cumulatively totaled $341,891 and $380,691, 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, AS RESTATED.


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
nonpublic 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 three months ended March 31, 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.


         As a result of the above transaction, we have restated our statement of
operations for the three months ended March 31, 2002. The effects of this
restatement on our net income and earnings per share at March 31, 2002 are as
follows:

         Net income (loss) as previously reported                    $ (46,576)
         Effect of the transacation                                    (10,000)
                                                                       --------
         Net income (loss) as restated                               $ (56,576)
                                                                       ========

         Earnings (loss) per share as previously reported            $ (  0.02)
         Effect of the transacation                                    (  0.01)
                                                                       --------
         Earnings (loss) per share as restated                       $ (  0.03)
                                                                       ========


                                        8
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

         For the three months ended March 31, 2002, we reported net revenues of
$18,852 as compared to net revenues of $13,421 for the comparable three month
period in fiscal 2001. These revenues 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.

         Selling, general and administrative expenses decreased approximately
97% for the three months ended March 31, 2002 to $21,700 from $806,134 in the
three months ended March 31, 2001. Our SG&A expenses for the three months ended
March 31, 2002 included $15,500 in salaries, which included $12,500 for Thomas
J. Taule who had served as our president since April 2000. Mr. Taule resigned
his position in February 2002 and, accordingly, we accrued his salary through
the date of his resignation. We were a party to an employment agreement with Mr.
Taule which provided for an annual salary of $150,000. As a result of Mr.
Taule's resignation, the employment agreement was terminated. Jayme Dorrough, a
member of our board of directors, is presently serving as our president at a
monthly salary of $1,500. 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 first quarter of fiscal 2002 represented
$9,547 of interest expense due on loans made to us by our stockholders as
compared to $0 in the comparable quarter in fiscal 2001. In addition, during the
first quarter of fiscal 2002 we reported a $10,000 realized loss on investment
securities as described in Note 4 of the consolidated financial statements
appearing elsewhere in this report. We had no comparable loss in the first
quarter of fiscal 2001. During the first quarter of fiscal 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
first quarter of fiscal 2002.

         Our net loss for the three months ended March 31, 2002 was $56,576 as
compared to a net loss of $903,578 for the three months ended March 31, 2001.
The reduction in the net loss is attributable to the significant decrease in our
SG&A, the modest increase in our revenues and the elimination of the unrealized
loss on trading securities described above.

         During the balance of fiscal 2002 we will 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.

                                        9
<PAGE>
Liquidity and Capital Resources

         At March 31, 2002, we had a working capital deficit of $ 268,245
compared to a working capital deficit of $257,050 at December 31, 2001. Net cash
used in operating activities for the first quarter of 2002 was $1,200 as
compared to $7,424 during the three months ended March 31, 2001. The net cash
used during the three months ended March 31, 2002 was reduced by approximately
84% as compared to the three months ended March 31, 2001, and was primarily
attributable to the reduction in the net loss for the period, the issuance of
stock for compensation during the first quarter of fiscal 2001 for which there
were no comparable transactions during the first quarter of fiscal 2002 and the
reduction in accounts payable. Net cash provided by investing activities during
the three months ended March 31, 2002 was $40,000 as compared to $0 during the
comparable period in fiscal 2001. This amount represented the $40,000 in
proceeds received by our former president from the sale of our Focalex
investment as described in Notes 3 and 4 to our consolidated financial
statements contained elsewhere in this quarterly report.

         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
material effect on our continuing operations. We are 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 March 31, 2002. At March 31, 2002 we have an accumulated deficit of
$7,978,229, and the report from of our independent auditor on our audited
financial statements at December 31, 2001 contained a going concern
qualification. 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, which included $1,200 during the first
quarter of fiscal 2002, and we believe will continue to do so in the future. We
will need additional working capital to expand our operations, enter into a
business combination and otherwise attempt to achieve profitability. At this
time, however, we have no agreements or understandings with any third parities
regarding additional capital, and if Yucatan Holding Company is unable to
continue to provide us working capital 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.

                                       10
<PAGE>
                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of  Proceeds

         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.

         None.

         (b)      Reports on Form 8-K

         None.


                                   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.
                                       (Registrant)


                                       /S/ Jayme Dorrough
                                       ------------------
                                       Jayme Dorrough
                                       President


Dated: July 10, 2002


                                       11