U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006.

[_]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  AND
     EXCHANGE  ACT OF 1934 FOR THE  TRANSITION  PERIOD  FROM____________________
     TO______________ .


                        Commission File Number 000-27592

                             TECH LABORATORIES, INC.
              (Exact name of Small Business issuer in its charter)

                             New Jersey 22-1436279
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                   incorporation or organization)

               c/o Anslow & Jaclin, LLP
         195 Route 9 South, Manalapan, NJ 07726             07508
         --------------------------------------         -------------
          (Address of principal executive offices)        (zip code)

       Registrant's telephone number, including area code: (973) 427-5333

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [_]

Indicate by check mark whether the  registrant  is a shell company as defined in
Rule 12b-2 of the Exchange Act.

                                 Yes |X| No |_|

The number of shares of Common Stock,  par value $.01 per share,  outstanding as
of the latest  practicable  date: As of March 31, 2006,  there were  164,526,278
shares outstanding.*

*Such  amount  includes  50,000,000  shares  held  in  escrow  pursuant  to  the
Convertible Debentures issued to Montgomery Equity Partners, LP.




<PAGE>



                             TECH LABORATORIES, INC.

                                   FORM 10-QSB

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I       FINANCIAL INFORMATION

<S>                                                                                               <C>
Item 1.      FINANCIAL STATEMENTS
             Balance Sheets...................................................................     1

             Statements of Operations ........................................................     2

             Statements of Cash Flows.........................................................     3

             Notes to Financial Statements....................................................   4 - 5

Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations............................................................   6 - 8

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

PART II      OTHER INFORMATION

Item 1.      Legal Proceedings................................................................     10

Item 2.      Changes in Securities............................................................     10

Item 3.      Defaults by the Company Upon its Senior Securities...............................     10

Item 4.      Submission of Matters to a Vote of Security Holders..............................     10

Item 5.      Other Information................................................................     10

Item 6.      Exhibits and Reports on Form 8-K.................................................     10

SIGNATURES         ...........................................................................     11

</TABLE>


<PAGE>



Item 1. Financial Information

BASIS OF PRESENTATION

The accompanying  reviewed financial statements are presented in accordance with
generally accepted accounting  principles for interim financial  information and
the  instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
occurring  accruals)  considered  necessary  in  order  to  make  the  financial
statements not misleading,  have been included.  Operating results for the three
months ended March 31, 2006 are not  necessarily  indicative of results that may
be expected for the year ending December 31, 2006. The financial  statements are
presented on the accrual basis.


<PAGE>

                             TECH LABORATORIES, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                               March 31,         December 31,
                                                                                 2006               2005
                                                                           -----------------  -----------------
                                                                             (Unaudited)
<S>                                                                                <C>              <C>
Current Assets:
    Cash                                                                   $        129,662   $        212,390
    Prepaid expense                                                                  63,750             81,876
                                                                           -----------------  -----------------

              Total Assets                                                 $        193,412   $        294,266
                                                                           =================  =================

    Convertible notes                                                      $      1,322,613   $      1,345,662
    Accounts payable and accrued expenses                                           343,986            311,445
                                                                           -----------------  -----------------

              Total current liabilities                                           1,666,599          1,657,107

Shareholders' Deficit
    Common stock, $.01 Par Value;
           195,000,000 Shares Authorized
           164,526,278 and 141,446,880 Shares Issued                              1,645,263          1,414,469
    Less:    15,191 Shares Reacquired and held in Treasury                             (113)              (113)
                                                                           -----------------  -----------------

                                                                                  1,645,150          1,414,356

Capital contributed in excess of par value                                        4,797,181          4,967,975
    Accumulated deficit                                                          (7,915,518)        (7,745,172)
                                                                           -----------------  -----------------

                                                                                 (1,473,187)        (1,362,841)
                                                                           -----------------  -----------------

Total Liabilities and Shareholders' Deficit                                $        193,412   $        294,266
                                                                           =================  =================
</TABLE>


                       See notes to financial statements.

                                       1
<PAGE>



                             TECH LABORATORIES, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                                           March 31,
                                                                           ------------------------------------
                                                                                 2006               2005
                                                                           -----------------  -----------------
<S>                                                                               <C>                <C>
Sales                                                                      $              -   $         74,114
                                                                           -----------------  -----------------

Costs and expenses:
    Cost of sales                                                                         -             26,296
    Selling, general, and administrative expense                                    132,895             74,937
                                                                           -----------------  -----------------

                                                                                    132,895            101,233
                                                                           -----------------  -----------------

Loss from Operations                                                               (132,895)           (27,119)

Interest Expense                                                                    (36,951)           (11,160)
                                                                           -----------------  -----------------

Loss before income taxes                                                           (169,846)           (38,279)
Provision for income taxes                                                             (500)                 -
                                                                           -----------------  -----------------

Net loss                                                                           (170,346)           (38,279)

Accumulated deficit, Beg Qtr.                                                    (7,745,172)        (6,102,386)
                                                                           -----------------  -----------------

Accumulated deficit, End Qtr.                                              $     (7,915,518)  $     (6,140,665)
                                                                           =================  =================

Net loss per share, basic and diluted                                      $              -   $              -
                                                                           =================  =================

Weighted average number of common shares
  and equivalent, basic and diluted                                             150,238,639         90,312,236
                                                                           =================  =================
</TABLE>

                       See notes to financial statements.

                                       2
<PAGE>



                             TECH LABORATORIES, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                     Three Months Ended
                                                                                           March 31,
                                                                           ----------------------------------
                                                                                 2006              2005
                                                                           ----------------  ----------------

<S>                                                                               <C>              <C>
Cash flows from operating activities:
     Net loss from operations                                              $      (170,346)  $       (38,279)

Add (deduct) items not affecting cash:
     Depreciation                                                                        -             4,887
     Amortization                                                                   18,125             6,251
     Capitalized interest                                                           36,951            11,015

Changes in operating assets and liabilities
     Accounts receivable                                                                 -           (13,875)
     Inventories                                                                         -          (112,340)
     Accounts payable and accrued expenses                                          32,542            45,533
                                                                           ----------------  ----------------

Net cash flow used in operating activities                                         (82,728)          (96,808)
                                                                           ----------------  ----------------

Net cash flows used in investing activities                                              -               (77)
                                                                           ----------------  ----------------

Net decrease in cash                                                               (82,728)          (96,885)
Cash balance beginning of year                                                     212,390           106,283
                                                                           ----------------  ----------------

Cash balance - end of first quarter                                        $       129,662   $         9,398
                                                                           ================  ================

Supplemental schedule of noncash investing and financing activities:
    Conversion of debt to common stock                                     $        60,000   $        50,000
                                                                           ================  ================

</TABLE>
                       See notes to financial statements.

                                       3

<PAGE>



                             TECH LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE QUARTER ENDED MARCH 31, 2006
                                   (UNAUDITED)



1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements of Tech Laboratories,  Inc.
     ("the  Company") have been prepared in accordance  with generally  accepted
     accounting  principles  for  interim  financial  information  and with Item
     310(b)  of  Regulation  SB.  Accordingly,  they do not  include  all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the three months ended,  March 31, 2006 are not  necessarily  indicative of
     the results  that may be expected  for the year ended  December  31,  2006.
     These unaudited financial statements should be read in conjunction with the
     audited  financial   statements  and  footnotes  thereto  included  in  the
     Company's Form 10-KSB for the year ended,  December 31, 2005, as filed with
     the Securities and Exchange Commission.

2.   LONG-TERM CONVERTIBLE DEBT

     On May 18, 2004,  the Company  issued an  additional  $250,000  convertible
     debenture at a rate of 5.0% due on May 18, 2007.

     On December 27, 2005,  the  convertible  debt of $250,000 was  renegotiated
     with an  additional  $300,000  plus accrued  interest for a total amount of
     $537,220.  The interest  rate is 15% per annum and is due upon  demand.  In
     connection with this  transaction,  the Company issued 50,000,000 shares of
     common stock to be held in escrow, as collateral, for the transaction.

     Simultaneously  with the  financing  agreement,  we issued an  Amended  and
     Restated Convertible Debenture to the Investor in the amount of $537,220 to
     cure the default  under the  Debenture  issued to the  Investor on April 5,
     2005 in the  original  amount of  $420,514  for not  filing a  registration
     statement by the initial  filing  deadline (the "Amended  Debenture").  The
     Amended Debenture bears a 15% interest rate and a maturity date of December
     27, 2006. The debenture is convertible into shares of our common stock at a
     conversion  price  equal to the  lesser  of (a)  $0.00525  per share or (b)
     ninety  percent of the lowest  Closing Bid Price of the common stock during
     the ten trading days  immediately  preceding the conversion date, as quoted
     by Bloomberg, LP. We are committed to filing an SB-2 Registration Statement
     with the SEC within 90 days of funding. There are penalty provisions should
     the filing not become effective within 150 days of filing.

     In accordance with EITF 98-5, the Company recognized an imbedded beneficial
     conversion  feature  present  in the  Notes.  The  Company  recognized  and
     measured an  aggregate of $149,902 of the  proceeds,  which is equal to the
     intrinsic  value  of  the  imbedded   beneficial   conversion  feature,  to
     additional paid-in capital and a discount against the Notes.

     As of March 31, 2006, an aggregate of $60,000 of Convertible Long Term Debt
     was converted to common stock.


                                       4
<PAGE>



                             TECH LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE QUARTER ENDED MARCH 31, 2006
                                   (UNAUDITED)



3.   SETTLEMENT AGREEMENT AND RELEASE

     On July 11, 2005 (the "Effective Date"), the Company finalized a Settlement
     Agreement  and Release (the  "Agreement")  with  Bernard  Ciongoli and Earl
     Bjorndal (the "Settlement Parties"). In connection with the Agreement,  Mr.
     Ciongoli resigned from his positions as President, Chief Executive Officer,
     Chief  Financial  Officer  and  member  of the  Board of  Directors  of the
     Company,  and agreed to the cancellation of 17,754,806 of his shares of our
     common stock.  Earl Bjorndal  resigned from his positions as Vice President
     and  member of the Board of  Directors  of the  Company,  and agreed to the
     cancellation  of 8,044,445 of his shares of our common  stock.  The parties
     agreed  to the  transfer  of all of the  Company's  assets,  including  all
     technologies  and product lines, to the Settlement  Parties in exchange for
     the  cancellation  of all  outstanding  obligations  owed to the Settlement
     Parties,   including   past  due  salaries  and  loans  due  to  them,  the
     cancellation of the above mentioned  shares,  and the assumption of certain
     liabilities  of the Company and the lease by the  Settlement  Parties.  The
     Agreement  grants  the  Company a  seven-year  license  in the  transferred
     technology,  pursuant to which the Company shall have the right to sell the
     products developed for the DynaTrax technology as a dealer to its customers
     at a dealer  price of 25% off list price.  The Company  will also receive a
     royalty of 5% of the profits  per year for the sale of  DynaTrax  products.
     The  Company  recorded  a loss  from  this  transaction  in the  amount  of
     $884,574.


                                       5
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

On July 11, 2005 (the "Effective Date"), we finalized a Settlement Agreement and
Release  (the   "Agreement")  with  Bernard  Ciongoli  and  Earl  Bjorndal  (the
"Settlement Parties").  In connection with the Agreement,  Mr. Ciongoli resigned
from his  positions as  President,  Chief  Executive  Officer,  Chief  Financial
Officer,  and member of the Board of Directors of the Company, and agreed to the
cancellation  of  17,931,806  of his shares of our common  stock.  Earl Bjorndal
resigned  from his  positions  as Vice  President  and  member  of the  Board of
Directors of the  Company,  and agreed to the  cancellation  of 8,044,445 of his
shares of our common  stock.  The parties  agreed to the  transfer of all of the
Company's  assets,   including  all  technologies  and  product  lines,  to  the
Settlement   Parties  in  exchange  for  the  cancellation  of  all  outstanding
obligations  owed to the  Settlement  Parties,  including  past due salaries and
loans due to them,  the  cancellation  of the above  mentioned  shares,  and the
assumption of certain liabilities of the Company and the lease by the Settlement
Parties.  As part of the Agreement,  we agreed to transfer all of the issued and
outstanding  shares of common stock of Tech  Logistics,  Inc., our subsidiary to
Bernard Ciongoli.

Pursuant  to the  Agreement,  the  Settlement  Parties  granted us a  seven-year
license in the transferred technology, pursuant to which we shall have the right
to sell the products  developed from the DynaTrax  technology as a dealer to its
customers  at a dealer  price of 25% off list  price.  We will  also  receive  a
royalty of 5% of the  profits  per year for the sale of  DynaTrax  products.  In
exchange for all of the Company's assets,  the Settlement  Parties agreed to the
cancellation  of all  outstanding  obligations  owed to the Settlement  Parties,
including past due salaries and loans due to them; the cancellation of the above
mentioned shares;  and the assumption of certain  liabilities of the Company and
the lease by the Settlement Parties.

The  Registrant is continuing  its efforts to locate a merger  Candidate for the
purpose of a merger.  It is possible that the  registrant  will be successful in
locating  such a merger  candidate  and closing  such  merger.  However,  if the
registrant  cannot effect a non-cash  acquisition,  the  registrant  may have to
raise  funds  from a  private  offering  of its  securities  under  Rule  506 of
Regulation D. There is no assurance the registrant  would obtain any such equity
funding.

We  will  attempt  to  locate  and  negotiate  with a  business  entity  for the
combination of that target company with us. The  combination  will normally take
the form of a merger,  stock-for-stock exchange or stock-for-assets exchange. In
most   instances  the  target  company  will  wish  to  structure  the  business
combination  to be within  the  definition  of a tax-free  reorganization  under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.  No
assurances  can be given that we will be successful  in locating or  negotiating
with any target company.

A business  combination with a target company will normally involve the transfer
to the target  company of the  majority  of our  issued and  outstanding  common
stock,  and the  substitution  by the target  company of its own  management and
board of directors.

No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.

Results of Operations

Sales were $-0- for the first  quarter of 2006 as  compared  to $74,114  for the
similar period of 2005.

Cost of  sales  of $-0- for the  first  quarter  of 2006  decreased  by  $26,296
compared to the same period of 2005, due to the settlement agreement.

                                       6
<PAGE>

Selling,  administrative,  and general expenses increased by $57,957 compared to
the same period of 2005.

Loss from  operations  of  $170,346  increased  $132,067  compared  to a loss of
$38,279 for the prior period as a result of the settlement agreement.

SIGNIFICANT CHANGES

         None

LIQUIDITY AND CAPITAL RESOURCES

The Company's  operating  activities  utilized cash of $82,728  during the three
months  ended,  March 31, 2006,  as compared to $96,808  during the three months
ended, March 31, 2005.

As  a  result  of  the  continuing  operating  losses  and  negative  cash  flow
experienced  during 2004,  2005 and the first  quarter of 2006,  Tech Labs has a
tenuous  liquidity  position.  If  alternative  financing  is not  obtained or a
suitable  merger  candidate  is not found,  substantial  doubt exists about Tech
Labs' ability to continue as a going concern.

On December  27,  2005,  we completed a financing  agreement  for $300,000  with
Montgomery  Equity  Partners,  Ltd.  (the  "Investor").  Under  the terms of the
agreement,  we issued to the Investor a $300,000 secured  convertible  debenture
with a 15% interest rate and a maturity date of December 27, 2006. The debenture
is  convertible  into shares of our common stock at a conversion  price equal to
the lesser of (a) $0.00525 per share or (b) ninety percent of the lowest Closing
Bid Price of the common stock during the ten trading days immediately  preceding
the conversion  date, as quoted by Bloomberg,  LP. We are committed to filing an
SB-2  Registration  Statement with the SEC within 90 days of funding.  There are
penalty  provisions  should the filing not become  effective  within 150 days of
filing.

Simultaneously with the financing  agreement,  we issued an Amended and Restated
Convertible  Debenture  to the  Investor  in the amount of  $537,220 to cure the
default  under  the  Debenture  issued to the  Investor  on April 5, 2005 in the
original  amount of  $420,514  for not filing a  registration  statement  by the
initial filing deadline (the "Amended Debenture"). The Amended Debenture bears a
15% interest  rate and a maturity  date of December 27, 2006.  The  debenture is
convertible  into shares of our common stock at a conversion  price equal to the
lesser of (a) $0.00525 per share or (b) ninety percent of the lowest Closing Bid
Price of the common stock during the ten trading days immediately  preceding the
conversion date, as quoted by Bloomberg,  LP. We are committed to filing an SB-2
Registration Statement with the SEC within 90 days of funding. There are penalty
provisions should the filing not become effective within 150 days of filing.

On December  27,  2005,  we entered into a  Termination  Agreement  with Cornell
Capital  Partners,  LP terminating  the Standby Equity  Distribution  Agreement,
Registration Rights Agreement,  Escrow Agreement,  and Placement Agent Agreement
all of which are dated May 17, 2004.

                                       7
<PAGE>

Item 3.  Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure  controls and  procedures,  as such term is defined
under  Rule  13a-15(e)  and Rule  15d-15(e)  promulgated  under  the  Securities
Exchange Act of 1934, as amended  (Exchange Act), as of March 31, 2006. Based on
this evaluation, our principal executive officer and principal financial officer
have  concluded  that our  disclosure  controls and  procedures are effective to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded,  processed,  summarized, and reported
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms and that our disclosure and controls are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the  Exchange  Act is  accumulated  and  communicated  to our  management,
including our principal  executive officer and principal  financial officer,  or
persons performing  similar functions,  as appropriate to allow timely decisions
regarding required disclosure.

There were no changes  (including  corrective actions with regard to significant
deficiencies  or material  weaknesses)  in our internal  controls over financial
reporting  that  occurred  during  the first  quarter  of  fiscal  2006 that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

                                       8
<PAGE>



                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On July 31, 2002, Tawfik Khalil and Amneh Khalil filed a lawsuit in the Superior
Court of Passaic  County,  New Jersey,  against Glen Venza, a Company  part-time
employee, Tech Labs, and certain other parties for property damages and personal
injuries.  The case  arose  from a car  accident  involving  Mr.  Venza  and the
plaintiffs,  which occurred  while Mr. Venza was  performing  certain duties for
Tech Labs in a vehicle Mr. Venza borrowed from a third party. Tech Labs has only
been named as a party to the personal  injuries,  and not for property  damages.
This  lawsuit  was  settled on June 15, 2005 for a total of $105,000 of which we
are responsible for $5,000.

On July 30, 2003, a former  director and a former employee filed a joint lawsuit
in Superior Court of New Jersey,  Passaic County, against us for consulting fees
and expenses, respectively. In the same lawsuit, W.T. Sports filed a claim for a
commission  owed on sales due from a licensing  agreement with us. The claims by
the former  director and former  employee are for about  $10,000 and we deny any
liability under these claims and are defending the lawsuit.  With regard to W.T.
Sports, our agreement has an arbitration in case of dispute and therefore we are
attempting  to  move  this  case  to  arbitration.  We  believe  that  we have a
counterclaim,  which is far in excess of the  amount  they  claim we owe for the
licensing  fees. On November 11, 2004,  an  arbitration  hearing took place.  On
December 31, 2004, the arbitrator  awarded  $35,148 to WT Sports.  Tech Labs can
continue to manufacture the system in the United States.

On June 30,  2004,  the law firm of  Stursberg & Veith,  former  counsel to Tech
Laboratories,  Inc., filed a lawsuit in the United States District Court for the
Southern District of New York claiming that the plaintiff delivered certain good
and  valuable  services  to  Tech  laboratories  and is  owed  $161,179.26  plus
interest,  costs,  and  disbursements  for each cause of  action,  and other and
further  relief as the Court may deem  necessary.  The  complaint  alleges  four
causes of action including an unpaid account, stated breach of contract, quantim
meruit, and unjust enrichment. We disagree with the amount of the unpaid balance
owed to the plaintiff.  We have filed a  counterclaim  for  overcharging  by the
plaintiff.  On December 5, 2005,  a judgment  was  rendered by the court to make
payment of $204,834.10, including interest.

Item 2.  Changes in Securities.

On  February  3,  2006,  we  issued  5,405,405  shares  of our  common  stock to
Montgomery  Equity  Partners,  Inc.  based on the  conversion  of  $20,000  of a
convertible  promissory  note.  The issuance was valued at $20,000 or $.0037 per
share.

On  February  21,  2006,  we  issued  4,761,905  shares of our  common  stock to
Montgomery  Equity  Partners,  Inc.  based on the  conversion  of  $10,000  of a
convertible  promissory note. The issuance was valued at $10,000 or $.002099 per
share.

On March 3, 2006, we issued 7,142,857 shares of our common stock to Montgomery
Equity Partners, Inc. based on the conversion of $15,000 of a convertible
promissory note. The issuance was valued at $15,000 or $.0021 per share.

On March 17, 2006, we issued  5,769,231 shares of our common stock to Montgomery
Equity  Partners,  Inc.  based on the  conversion  of $15,000  of a  convertible
promissory note. The issuance was valued at $15,000 or $.002599 per share.

All of the above  issued  shares were issued in reliance on the  exemption  from
registration  provided  by  Section  4(2)  of the  Securities  Act of  1933.  No
commissions  were  paid  for the  issuance  of  such  shares.  All of the  above
issuances of shares of our common stock  qualified for  exemption  under Section
4(2) of the  Securities  Act of 1933 since the issuance of such shares by us did
not  involve  a public  offering.  All of the  shareholders  were  sophisticated
investors  and had  access to  information  normally  provided  in a  prospectus
regarding  us. The  offering  was not a "public  offering" as defined in Section
4(2) due to the  insubstantial  number of persons  involved in the deal, size of
the offering,  manner of the offering and number of shares  offered.  We did not
undertake  an offering in which we sold a high number of shares to a high number
of investors.  In addition, all shareholders had the necessary investment intent
as required by Section 4(2) since he agreed to and received a share  certificate
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. These  restrictions  ensure that these shares would not
be  immediately  redistributed  into the market and  therefore  not be part of a
"public  offering."  Based on an analysis of the above factors,  we have met the
requirements  to qualify for exemption  under Section 4(2) of the Securities Act
of 1933 for the above transaction.


Item 3.  Defaults Upon Senior Securities.


         Not Applicable.


                                       9
<PAGE>
Item 4.  Submission of Matters to a Vote of Security Holders.

         None.



Item 5.  Other Information.



Item 6.  Exhibits and Reports of Form 8-K

         On January 10, 2006, the Company filed an 8K based on a change in the
Board of Directors of the Company.


                                       10
<PAGE>
                             TECH LABORATORIES, INC.

                                   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 thereunto duly authorized.

Date:    May 15, 2006

                                        TECH LABORATORIES, INC.

                                        By:  /s/ Donna Silverman
                                        ----------------------------------------
                                        Donna Silverman
                                        Chief Executive Officer, Chief Financial
                                        Officer, Chief Accounting Officer, and
                                        President




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