SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205249
----------
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 September 30, 2002.
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from ________________ to
___________________.
Commission File Number 000-27592
------------------------------
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)
- ------------------------------------------------------- ----- ------------------
955 Belmont Avenue, North Haledon, NJ 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 [_]
The number of shares of Common Stock, par value $.01 per share, outstanding
as of the latest practicable date: As of November 18, 2002, there were 5,522,416
shares outstanding.
Tech Laboratories, Inc.
FORM 10-QSB
Table of Contents
<s> <c>
PART I. FINANCIAL INFORMATION.................................................................................. 1
Item 1. Financial Statements................................................................................... 1
September 30, 2002 and 2001 Balance Sheet (unaudited)........................................................... 1
Statement of Operations For The Third Quarter and Nine Months Ended September 30, 2002 and 2001 (unaudited)..... 3
Statement of Cash Flow For The Nine Months Ended September 30, 2002 and 2001 (unaudited)........................ 4
Notes to Consolidated Financial Statements...................................................................... 5
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 9
Item 3.Controls and Procedures.................................................................................. 10
PART II. OTHER INFORMATION...................................................................................... 11
Item 1.Legal Proceedings.........................................................................................11
Item 3.Defaults Upon Senior Securities.......................................................................... 11
Item 6.Exhibits and Reports on Form 8-K......................................................................... 11
SIGNATURES...................................................................................................... 12
PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements.
TECH LABORATORIES, INC.
September 30, 2002 and 2001
Balance Sheet
(unaudited)
ASSETS
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30,
2002 2001
---- ----
Current Assets:
Cash .............................................. $ 136,288 $ 1,293,298
Marketable Securities ............................. 40,000 56,103
Accounts Receivable, Net of Allowance for
Doubtful Accounts of $25,000 .................... 23,962 144,556
Inventories ....................................... 2,148,018 1,731,915
Prepaid Expenses .................................. 6,303 6,503
----------- -----------
Total Current Assets ............... $ 2,354,571 $ 3,232,375
Property, Plant, and Equipment, at Cost
Leasehold Improvements ............................ 2,247 2,247
Machinery, Equipment, and Instruments ............. 607,971 539,771
Furniture and Fixtures ............................ 100,142 92,690
----------- -----------
Total Property, Plant, and Equipment 710,360 634,708
Less: Accumulated Depreciation & Amortization (397,448) (366,569)
----------- -----------
Net Property, Plant, and Equipment . $ 312,912 $ 268,139
----------- -----------
Other Assets ........................................ $ 12,059 $ 12,059
----------- -----------
Total Assets ....................... $ 2,679,542 $ 3,512,573
=========== ===========
The accompanying notes are an integral part of these
financial statements.
-1-
TECH LABORATORIES, INC.
September 30, 2002 and 2001
Balance Sheet
(unaudited)
LIABILITIES AND STOCKHOLDERS' INVESTMENTS
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30,
2002 2001*
---- ----
Current Liabilities:
Defaulted Convertible Notes ............................. $ 1,133,339 --
Current Portion of Long-Term Debt ....................... 32,102 33,433
Short-Term Loans Payable ................................ 53,231 63,593
Accounts Payable ........................................ 135,731 36,868
Other Liabilities ....................................... 52,602 26,099
----------- -----------
Total Current Liabilities ................ $ 1,407,005 $ 159,993
----------- -----------
Long-Term Convertible Notes ........................ -- $ 1,221,046
Stockholders' Investment:
Common Stock, $.01 Par Value;
10,000,000 Shares Authorized in 2001,
25,000,000 Shares Authorized in 2002:
4,790,942 shares outstanding in 2001 and
5,389,024 shares outstanding in 2002 ............... $ 49,848 $ 48,409
Less: 15,191 Shares Reacquired and
Held in Treasury ................................... (113) (113)
----------- -----------
$ 49,735 $ 48,296
----------- -----------
Capital Contributed in Excess of Par Value .............. 4,407,949 $ 4,379,129
Retained Earnings/(Accum. Deficit) ...................... (3,185,147) (2,295,891)
----------- -----------
1,272,537 2,131,534
Total Liabilities and Stockholders' Equity $ 2,679,542 $ 3,512,573
=========== ===========
*RESTATED FOR PRIOR PERIOD ADJUSTMENT - SEE NOTE 13.
--------------------------------------------------
The accompanying notes are an integral part of these
financial statements.
-2-
TECH LABORATORIES, INC.
Statement of Operations For The
Third Quarter and Nine Months Ended
September 30, 2002 and 2001
(unaudited)
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2002 2001* 2002 2001*
---- ----- ---- ----
Sales ........................................ $ 42,597 $ 81,802 $ 337,286 $ 442,280
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of Sales .............................. 20,376 37,967 216,099 264,831
Selling, General, and Administrative Expense 249,161 400,933 675,935 910,418
----------- ----------- ----------- -----------
269,537 438,900 892,034 1,175,249
----------- ----------- ----------- -----------
Income/(Loss) from Operations ................ $ (226,940) $ (357,098) $ (554,748) $ (732,969)
Other Income (Expenses):
Interest Income ............................ 855 12,559 4,230 62,771
Interest Expense ........................... (18,122) (26,129) (59,137) (76,633)
----------- ----------- ----------- -----------
(17,267) (13,570) (54,907) (13,862)
Income/(Loss) Before Income Taxes ............ $ (244,207) $ (370,668) $ (609,655) $ (746,831)
Provision for Income Taxes ................... -- -- -- --
----------- ----------- ----------- -----------
Net Income/(Loss) ............................ $ (244,207) $ (370,668) $ (609,655) $ (746,831)
Retained Earnings/(Accum. Deficit), Beg. ...... (2,940,940) (1,925,233) (2,575,492) (1,549,060)
----------- ----------- ----------- -----------
Retained Earnings/(Accum. Deficit), End ...... (3,185,147) $(2,295,891) (3,185,147) $(2,295,891)
----------- ----------- ----------- -----------
Earnings Per Share ........................... $ (0.04) $ (0.08) $ (0.11) $ (0.16)
----------- ----------- ----------- -----------
*RESTATED FOR PRIOR PERIOD ADJUSTMENT - SEE NOTE 13.
The accompanying notes are an integral part of these
financial statements.
-3-
TECH LABORATORIES, INC.
Statement of Cash Flow For The
Nine Months Ended
September 30, 2002 and 2001
(unaudited)
2002 2001*
---------- ----------
Cash Flow From (For) Operating Activities:
<c> <c>
Net Income/(Loss) From Operations ........... $ (609,655) $ (746,831)
Add/(Deduct) Items Not Affecting Cash:
Depreciation/Amortization ................ 23,548 24,018
Stock Compensation ....................... -- 160,450
Changes in Operating Assets and Liabilities
Marketable Securities .................... -- 8,320
Accounts Receivable ...................... 88,238 (50,604)
Inventories............................... (72,539) (445,077)
Accounts Payable ......................... 53,507 3,907
Other Assets/Liabilities ................. 45,040 15,136
----------- -----------
Net Cash Flow For Operating Activities ........ (471,861) (1,030,681)
----------- -----------
Cash Flows From (For) Investing Activities
Addition of Machinery and Equipment ......... (87,721) (84,258)
----------- -----------
Net Cash Flow From Investing Activities ....... (87,721) (84,258)
----------- -----------
Cash Flow From (For) Financing Activities:
Acquisition/(Payment) of Short/Long-Term Debt (197,633) (282,517)
Issuance of Common Stock .................... 1,500 167,308
----------- -----------
Net Cash Flow From (For) Financing Activities . (196,133) (115,209)
----------- -----------
Net Increase/(Decrease) in Cash ............... (755,715) (1,230,148)
Cash Balance Beginning of Year ................ 892,003 2,523,446
Cash Balance End of Third Quarter ............. 136,288 $ 1,293,298
----------- -----------
*RESTATED FOR PRIOR PERIOD ADJUSTMENT - SEE NOTE 13.
SIGNIFICANT NON-CASH FINANCING ACTIVITIES:
- -----------------------------------------
As of September 30, 2001, an aggregate of $296,130 of Convertible Long-Term Debt
was converted into Common Stock.
As of September 30, 2002, an aggregate of $373,730 of Convertible Long-Term Debt
was converted into Common Stock.
The accompanying notes are an integral part of these
financial statements.
-4-
TECH LABORATORIES, INC.
Notes to Consolidated
Financial Statements
For Nine Months Ended
September 30, 2002
(unaudited)
(1) Summary of Significant Accounting Policies.
CASH - Includes Tech Labs' checking account at Hudson United Bank and money
market accounts at Prudential Securities and Bear Stearns.
REVENUE RECOGNITION - Tech Labs recognizes all revenues when orders are
shipped.
ACCOUNTS RECEIVABLE - Tech Labs recognizes sales when orders are shipped to
customers. The allowance for bad debts is accrued based on a review of customer
accounts receivables aging.
INVENTORIES - Inventories are valued at cost or market, whichever is lower.
The FIFO cost method is generally used to determine the cost of the inventories.
At December 31, 2001 a physical inventory was taken and tested. No physical
inventory was taken on September 30, 2002.
PROPERTY AND DEPRECIATION - Additions to property and equipment are
recorded at cost. Depreciation is computed using the straight-line method over
the estimated useful lives of the assets as follows:
ASSETS ESTIMATED USEFUL LIVES
Machinery 5 to 7 years
Furniture & Fixtures 5 to 7 years
Maintenance and repairs are charged to expenses as incurred. The cost of
betterments is capitalized and depreciated at appropriate rates. Upon retirement
or other disposition of property items, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in the statement of
income.
INCOME TAXES - Income tax expense is based on reported income, and deferred
tax credit is provided for temporary differences between book and taxable
income.
MARKETABLE SECURITIES - The marketable securities are a time deposit at
Hudson United Bank. The amount of this deposit was $40,000 at December 31, 2001,
and $40,000 at September 30, 2002.
(2) Inventories. Inventories at December 31, 2001, and September 30, 2002, were
as follows:
2001 2002
----------- ------------
Raw Materials & Finished Components $ 993,666 $ 1,095,044
Work in Process & Finished Goods 1,081,813 1,052,974
---------- -----------
$2,075,479 $ 2,148,018
========== ===========
-5-
(3) Income/(Loss) Per Share.
Pursuant to the provisions of SFAS No. 128, "Earnings Per Share," the Net
Income/(Loss) per share was calculated on the weighted average number of shares
outstanding for the first nine months and the third quarter of 2002.
Fully Diluted Earnings per share would be based on the assumed conversion
of all convertible notes and all outstanding options and warrants. However, due
to Anti-Dilution, these assumed conversions have been excluded.
Three Months Ended Nine Months Ended
SEPTEMBER 30, 2002 SEPTEMBER 30, 2002
Net Income for the Calculation of EPS (244,207) (609,655)
-------- --------
Shares for Computation of EPS 5,389,024 5,389,024
--------- ---------
(4) Income Taxes.
Since the Company has an operating loss carryforward of $3,150,073 as of
December 31, 2001, no interperiod tax allocation was made.
(5) Current Portion of Long-Term Debt.
Loans payable to banks were as follows for the periods indicated:
INTEREST CURRENT NON-CURRENT
PERIOD ENDED PAYEE RATE AMOUNT AMOUNT
- ------------ ----- ---- ------ ------
<s> <c> <c> <c> <c>
2001 Hudson United Bank Prime + 1.5% $33,347 ---
March 31, 2002 Hudson United Bank Prime + 1.5% $33,074 ---
June 30, 2002 Hudson United Bank Prime + 1.5% $32,661 ---
September 30, 2002 Hudson United Bank Prime + 1.5% $32,102 ---
Marketable securities are pledged as collateral on the above loan.
(6) Short-Term Loans Payable.
Demand loans payable include loans from third parties. The outstanding loan
balance due as of December 31, 2001, was $63,789, $53,427 as of March 31, 2002,
$49,872 as of June 30, 2002, and $53,231 as of September 30, 2002. The annual
interest rate for these loans ranged between six percent (6%) and ten percent
(10%). In October of 1999, three short-term loans for a total of $200,000 at ten
percent (10%) annual interest were completed. Certain contractual revenues were
pledged to secure these loans. As of December 31, 2000, $150,000 of such loans
were repaid; $50,000 remains outstanding and is due December 31, 2002.
(7) Common Stock.
In 1999, Tech Labs filed a registration statement with respect to a
self-underwritten public offering to raise between $2,000,000 (minimum) and
$3,500,000 (maximum). This offering was completed on May 3, 2000, for total
proceeds of $2,273,723.
-6-
(8) Commitments and Contingencies.
In 1997, the Company entered into an exclusive agreement with Elektronik
Apparatebau (EAG), FUA Safety Equipment, and Double T Sports, LTD., whereby it
received exclusive rights to manufacture and market IDS products until September
30, 2007, in the US, Canada, and South America. Gross profits will be calculated
according to GAAP and distributed quarterly 70% to the Company and 30% to FUA
until March 2001. Thereafter, until 2007, quarterly distribution will be based
on pretax profits in excess of 15% being shared 70% to the Company and 30% to
FUA. In addition, FUA will receive a 5% royalty based on the cost of any IDS
products the Company manufactures and sells. Since 1997, sales and distributions
to FUA have been $1.4 million and $220,000.
(9) Long-Term Convertible Debt.
On October 13, 2000, the Company completed a $1.5 million financing of 6.5%
convertible promissory notes (the "Convertible Notes") due October 15, 2002.
Interest is payable quarterly in cash or in shares of common stock at the option
of the noteholders. The Company disclosed all terms of this financing in Form
8-K filed on October 18, 2000. As of September 30, 2002, $373,730 of principal
on the Convertible Notes has been converted into shares of the Company's common
stock.
(10) On January 11, 2002, the Company entered into a redemption and conversion
agreement concerning the Long-Term Debt referenced in Note (9). An Event of
Default, as defined in the Convertible Notes occurred on January 25, 2002, when
the Company was unable to make the first payment of $750,000 to the holders of
the Notes.
On April 19, 2002, the Company successfully negotiated a cure of the
default referenced above. This cure required that the Company's registration
statement, filed with the Securities and Exchange Commission on April 5, 2002,
covering the shares underlying the Convertible Notes, be declared effective on
or before June 29, 2002. If the registration statement had been declared
effective by such date and the Company made certain payments described in the
Company's report on Form 8-K filed April 25, 2002, the maturity date of the
Convertible Notes would have been extended from October 13, 2002, to December
30, 2002.
(11) Subsequent Events.
(A) On August 2, 2002, the Company announced that an Event of Default occurred
on the Convertible Notes. The Company was unable to have its registration
statement declared effective by June 29, 2002, and was unable to reach a new
agreement with the holders of the Convertible Notes prior to the expiration of
the waiver the Company had been granted by the noteholders, which had been
granted in order to permit the parties time to negotiate a new agreement. The
Company continues to seek a cure for the default with the holders of the
Convertible Notes.
(B) On November 13, 2002, the Company received a letter from one of the holders
of the Convertible Notes demanding payment on November 30, 2002 of liquidated
damages in the amount of $40,700 and accrued interest on its Convertible Note of
$51,762.
(12) Going Concern.
As a result of operating losses and negative cash flows experienced during
2001 and 2002, Tech Labs has a tenuous liquidity position. If sales do not
improve or alternate financing is not obtained, substantial doubt exists about
the Company's ability to continue as a going concern.
-7-
(13) Prior Period Adjustment.
Over the course of 2001, Tech Labs issued and distributed 170,000 shares of
common stock to Mr. Barry Bendett pursuant to the terms of a consulting
agreement the Company entered into with Mr. Bendett on November 13, 2000.
Valuing these shares at their market value on their respective dates of issuance
and distribution, Tech Labs should have expensed $168,950. This compensation was
never expensed. This error is corrected as follows:
FULL YEAR 2001
- --------------
<s> <c>
Closing Balance Retained Earnings as reported $(2,406,542)
Adjustment referenced above (168,950)
---------
Revised December 31, 2001, Closing Balance of Retained Earnings $(2,575,492)
Net Loss first nine months 2002 (609,655)
-------------
June 30, 2002, Retained Earnings after Prior Period Adjustment $(3,185,147)
============
For comparative purposes, the nine months ended September 30, 2001, have
been re-stated and are so noted in the Company's financial statement
presentation in this Form 10-QSB.
-8-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The information contained in this section should be read in conjunction
with the Consolidated Financial Statements and Notes thereto appearing in this
report Form 10-QSB and the Company's Annual Report for the year ended December
31, 2001.
QUARTER ENDING SEPTEMBER 30, 2002, COMPARED TO QUARTER ENDING SEPTEMBER 30,
---------------------------------------------------------------------------
2001.
- ----
Sales were $42,597 for the third quarter of 2002 as compared to $81,802 for
the similar period of 2001. This decrease is due to the Company suffering the
effects of the economic downturn which began in 2001.
Cost of sales of $20,376 for the third quarter of 2002 declined by $14,591
compared to the same period of 2001, primarily due to sales declines. The
Company has reduced factory payroll to the bare minimum but remains
operationally viable.
Selling, administrative, and general expenses decreased by $151,772
compared to the same period of 2001 due to severe reductions in SG&A payroll,
legal fees, and outside consulting fees.
Income from operations of ($244,207) increased $126,461 compared to a loss
of ($370,668) for the prior period as a direct result of the Company cutting
factory and SG&A payroll. The Company is essentially operating in a minimum
expense mode, and will continue to do so until the downturn ends.
NINE MONTHS ENDING SEPTEMBER 30, 2002, COMPARED TO YEAR ENDING DECEMBER 31,
---------------------------------------------------------------------------
2001.
- -----
SIGNIFICANT CHANGES
During the first nine months of 2002, the Company continues to suffer from
the current economic downturn.
Cash Flow for the first nine months of 2002 was negative ($755,715) as a
result of the economic downturn.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities utilized cash of $(471,861) during the
nine months ended September 30, 2002, as compared to utilizing cash of
$(1,030,681) during the nine months ended September 30, 2001.
During the first nine months of 2002, as a result of the economic downturn,
the Company suffered severe operating losses and negative cash flows which
impaired its liquidity position and caused the Company to default on certain
convertible notes issued in October 2000. As of September 30, 2002, the
outstanding balance owed on the convertible notes was $1,133,339.
As a result of operating losses and negative cash flow experienced during
2002, Tech Labs has a tenuous liquidity position. If sales do not improve or
alternative financing is not obtained, substantial doubt exists about Tech Labs'
ability to continue as a going concern.
-9-
Item 3. Controls and Procedures.
(a) Evaluation of disclosure controls and provisions.
Based on their evaluation of our disclosure controls and procedures
conducted within ninety (90) days of the date of filing this report on Form
10-Q, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures (as defined in Rules
13a - 14(c) and 15d - 14(c) promulgated under the Securities Exchange Act
of 1934) are effective.
(b) Changes in internal controls.
There were no significant changes in our internal controls or in other
factors that could significangly affect these controls subsequent to the
date of their evaluation.
-10-
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
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,
and believes it is covered for the accident by its insurance policy.
Item 3. Defaults Upon Senior Securities.
On August 2, 2002, the Company announced that an Event of Default occurred
under the terms of the Convertible Notes. The Company was unable to have its
registration statement filed April 5, 2002, declared effective by June 29, 2002,
as required by the terms of the amended redemption and conversion agreement the
Company entered into with the noteholders on April 19, 2002 (the "Amended
Redemption Agreement"), and was unable to reach a new agreement with the
noteholders of the Convertible Notes prior to the expiration of the waiver the
Company had been granted by the noteholders, which had been granted in order to
permit the parties time to negotiate a new agreement.
Under the terms of the Convertible Notes, the Company is required to
maintain an effective registration statement covering the shares of the
Company's common stock underlying the Convertible Notes. Under the terms of the
Amended Redemption Agreement, the Company had until June 29, 2002, in order to
have its registration statement declared effective.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
99.1 Certification of the Chief Executive and Chief Financial Officer of
the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
On July 8, 2002, the Company filed a current report on Form 8-K reporting
under Item V (Other Events) that the Company issued a press release announcing
that it had entered into an agreement pursuant to which the holders of its
Convertible Notes agreed to waive any defaults until July 15, 2002, that may
otherwise have occurred under the Amended Redemption Agreement in order to allow
the parties time to negotiate revised terms of their agreement.
On July 18, 2002, the Company filed a current report on Form 8-K reporting
under Item V (Other Events) that the Company issued a press release announcing
that it had entered into an agreement pursuant to which the holders of its
Convertible Notes agreed to waive any defaults until July 30, 2002, that may
otherwise have occurred under the Amended Redemption Agreement in order to allow
the parties time to negotiate revised terms of their agreement.
On August 6, 2002, the Company filed a current report on Form 8-K reporting
under Item V (Other Events) that the Company issued a press release announcing
that an Event of Default occurred under its outstanding Convertible Cotes. The
Event of Default occurred due to the fact that the waiver the Company had been
granted by noteholders waiving any event of default under the notes, including
the requirement to have declared effective on or before June 29, 2002, the
registration statement covering the shares underlying the Convertible Notes had
expired without the Company and the noteholders having reached a new agreement.
-11-
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: November 19, 2002
TECH LABORATORIES, INC.
By: /S/ BERNARD M. CIONGOLI
-------------------------------
Bernard M. Ciongoli
Chief Financial Officer
(Principal Financial Officer and Chief Accounting Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bernard M. Ciongoli, President, Chief Executive Officer, and Chief
Financial Officer of Tech Laboratories, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-Q for the Tech
Laboratories, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report.
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operation, and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
-12-
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize, and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 19, 2002
By: /S/ BERNARD M. CIONGOLI
--------------------------------------------------
President, Chief Executive Officer, and Chief Financial Officer
-13-
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tech Laboratories, Inc. (the
"Company") on Form 10-Q for the quarter ended September 30, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Bernard M. Ciongoli, President, Chief Executive Officer, and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/S/ BERNARD M. CIONGOLI
- -----------------------
Bernard M. Ciongoli
President, Chief Executive Officer, and Chief Financial Officer
November 19, 2002
-14-