As filed with the Securities and Exchange Commission on August 3, 2004

Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NEW JERSEY TECH LABORATORIES, INC. 22-1436279

(State of Incorporation) (Name of Registrant in Our Charter) (I.R.S. Employer Identification No.)

Bernard Ciongoli, President Bernard Ciongoli, President
955 Belmont Avenue 955 Belmont Avenue
North Haledon, NJ 07508 North Haledon, NJ 07508
(973) 427-5333 3679 (973) 427-5333
(Address and telephone number of (Primary Standard Industrial Classification (Name, address and telephone number of
Principal Place of Business) Code Number) agent for service)

Copies to:
Clayton E. Parker, Esq.
Kirkpatrick & Lockhart LLP
201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131
(305) 539-3300
Telecopier No.: (305) 358-7095

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE
===================================================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common stock 189,492,704(2) $0.028 $5,305,795.71 $672.24
- -----------------------------------------------------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. For the purposes
of this table, we have used the average of the closing bid and asked prices
as of August 2, 2004.

(2) Of these shares, 150,000,000 are being registered under the Standby Equity
Distribution Agreement, 22,500,000 are being registered under convertible
debentures, 3,125,000 shares of common stock received as a fee under the
Standby Equity Distribution Agreement, 91,912 are being registered as a
placement agent fee, and 31,250,000 other shares.

-----------------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS

Subject to completion, dated August 3, 2004

Tech Laboratories, Inc.
189,492,704 Shares of Common Stock

This prospectus relates to the sale of up to 189,492,704 shares of Tech
Labs' common stock by certain persons who are, or will become, stockholders of
Tech Labs. Please refer to "Selling Stockholders" beginning on page 12. Tech
Labs is not selling any shares of common stock in this offering and therefore
will not receive any proceeds from this offering. Tech Labs will, however,
receive proceeds from the sale of common stock under the Standby Equity
Distribution Agreement. All costs associated with this registration will be
borne by Tech Labs. Tech Labs has agreed to allow Cornell Capital Partners to
retain 5% of the proceeds raised under the Standby Equity Distribution Agreement
that is more fully described below.

The shares of common stock are being offered for sale by the selling
stockholders at prices established on the Over-the-Counter Bulletin Board during
the term of this offering. On August 2, 2004, the last reported sale price of
our common stock was $0.028 per share. Our common stock is quoted on the
Over-the-Counter Bulletin Board under the symbol "TCHL." These prices will
fluctuate based on the demand for the shares of common stock.

The selling stockholders consists of Cornell Capital Partners, who intends
to sell up to 184,375,000 shares of common stock, 150,000,000 of which are under
the Standby Equity Distribution Agreement, 31,250,000 are under $500,000 of
convertible debentures, and 3,125,000 shares which were received as a fee under
the Standby Equity Distribution Agreement, Newbridge Securities Corporation, who
intends to sell up to 91,912 shares of common stock, Advantage Fund I, LLC,
which intends to sell 1,264,871 shares under convertible debentures, Phoenix
Capital Partners, LLC, which intends to sell up to 2,435,312 shares of common
stock, and Knightsbridge Holdings, LLC, which intends to sell up to 1,325,609
shares of common stock. Upon issuance, the 150,000,000 shares of common stock
under the Standby Equity Distribution Agreement would equal 73.04% of Tech Labs'
then-outstanding common stock.

Cornell Capital Partners, L.P. is an "underwriter" within the meaning of
the Securities Act of 1933 in connection with the sale of common stock under the
Standby Equity Distribution Agreement. Cornell Capital Partners, L.P. will pay
Tech Labs 98% of or a 2% discount to, the lowest closing bid price of the common
stock during the 5 consecutive trading-day period immediately following the
notice date. In addition, Cornell Capital Partners will retain 5% of each
advance under the Standby Equity Distribution Agreement. The 2% discount, and
the 5% retainage fee are underwriting discounts payable to Cornell Capital
Partners.

Tech Labs has engaged Newbridge Securities Corporation, an unaffiliated
registered broker-dealer, to advise it in connection with the Standby Equity
Distribution Agreement. Newbridge Securities Corporation was paid a fee of
91,912 shares of Tech Labs' common stock on June 17, 2004, equal to
approximately $10,000 based on Tech Labs' stock price on May 28, 2004.

Brokers or dealers effecting transactions in these shares should confirm
that the shares are registered under the applicable state law or that an
exemption from registration is available.

These securities are speculative and involve a high degree of risk.

Please refer to "Risk Factors" beginning on page 5.

With the exception of Cornell Capital Partners, L.P., which is an
"underwriter" within the meaning of the Securities Act of 1933, no other
underwriter or person has been engaged to facilitate the sale of shares of
common stock in this offering. This offering will terminate 24 months after the
accompanying registration statement is declared effective by the Securities and
Exchange Commission. None of the proceeds from the sale of stock by the selling
stockholders will be placed in escrow, trust or any similar account.

The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to buy these securities in any state where the offer
or sale is not permitted.

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved of these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is August __, 2004.

TABLE OF CONTENTS

PROSPECTUS SUMMARY.............................................................1
THE OFFERING...................................................................2
SUMMARY CONSOLIDATED FINANCIAL INFORMATION.....................................4
RISK FACTORS...................................................................7
FORWARD-LOOKING STATEMENTS....................................................11
SELLING STOCKHOLDERS..........................................................12
USE OF PROCEEDS...............................................................15
DILUTION......................................................................16
STANDBY EQUITY DISTRIBUTION AGREEMENT.........................................17
PLAN OF DISTRIBUTION..........................................................19
MANAGEMENT'S DISCUSSION AND ANALYSIS..........................................21
DESCRIPTION OF BUSINESS.......................................................27
MANAGEMENT....................................................................32
DESCRIPTION OF PROPERTY.......................................................35
LEGAL PROCEEDINGS.............................................................35
PRINCIPAL STOCKHOLDERS........................................................36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................37
DESCRIPTION OF SECURITIES.....................................................44
EXPERTS.......................................................................45
LEGAL MATTERS.................................................................45
HOW TO GET MORE INFORMATION...................................................45
PART II ...................................................................II-1
EXHIBIT 5.1................................................................5.1-1
FINANCIAL STATEMENTS.........................................................F-1

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Our audited financial statements for the fiscal year ended December 31, 2003,
were contained in our Annual Report on Form 10-KSB.

PROSPECTUS SUMMARY

Overview

Tech Labs manufactures and sells various electrical and electronic
components. During 2003, we marketed and continued to develop the DynaTraX(TM)
high-speed digital switch matrix system, an electronic switching unit for
network management and security. This equipment manages video and data
transmissions on a network.

We also manufacture and sell standard and customized transformers and
rotary switches, the latter of which products permits an electrical signal to be
diverted from point A to point B. Approximately 10% of our products are
manufactured for military applications.

We sell our switch and transformer products in the electronics and
electrical industries, primarily as a contract manufacturer for other companies
or for inclusion in OEM products. We market our products in these industries in
the United States. This is a mature market. Competition is on the basis of price
and service. Pricing of our products is based upon obtaining a margin above cost
of production. The margin we will accept varies with quantity and the channels
of distribution.

Going Concern

As a result of operating losses and negative cash flows experienced during
2002 and 2003. Tech Labs has a tenuous liquidity position. If sales do not
improve or alternate financing is not obtained, substantial doubt exists about
Tech Labs' ability to continue as a going concern.

About Us

Tech Labs' principal place of business is located at 955 Belmont Avenue,
North Haledon, NJ 07508. Our telephone number is (973) 427-5333.

THE OFFERING

This offering relates to the sale of common stock by certain selling
shareholders. The terms of these transactions are summarized below:

Convertible Debentures. We currently have commitments for the issuance of
$500,000 of debentures that are convertible into shares of common stock at a
price equal to equal to either (a) an amount equal to one hundred twenty percent
(120%) of the closing bid price of the common stock as of the closing date or
(b) an amount equal to eighty percent (80%) of the lowest closing bid price of
the common stock for the five trading days immediately preceding the conversion
date. The convertible debentures are secured by all of Tech Labs' assets.

Standby Equity Distribution Agreement. Pursuant to the Standby Equity
Distribution Agreement, we may, at our discretion, periodically issue and sell
to Cornell Capital Partners, L.P. shares of common stock for a total purchase
price of $10.0 million. The amount of each advance is subject to an aggregate
maximum advance amount of $300,000 every 7 trading days. Cornell Capital
Partners will pay us 98% of, or a 2% discount to, the lowest closing bid price
of the common stock during the 5 consecutive trading days immediately following
the notice date. We paid Cornell Capital Partners a one-time commitment fee of
$340,000, payable by the issuance of 3,125,000 shares of common stock. In
addition, Cornell Capital Partners will be entitled to retain 5% of each advance
under the Standby Equity Distribution Agreement. Cornell Capital Partners
intends to sell any shares purchased under the Standby Equity Distribution
Agreement at the then prevailing market price. Among other things, this
prospectus relates to the shares of common stock to be issued under the Standby
Equity Distribution Agreement.

There are substantial risks to investors as a result of the issuance of
shares of common stock under the Standby Equity Distribution Agreement. These
risks include dilution of shareholders, significant decline in Tech Labs' stock
price and our inability to draw sufficient funds when needed.

There is an inverse relationship between our stock price and the number of
shares to be issued under the Standby Equity Distribution Agreement. That is, as
our stock price declines, we would be required to issue a greater number of
shares under the Standby Equity Distribution Agreement for a given advance. This
inverse relationship is demonstrated by the following table, which shows the
number of shares to be issued under the Standby Equity Distribution Agreement at
a recent price of $0.06 per share and 25%, 50% and 75% discounts to the recent
price.

Purchase Price: $0.060 $0.045 $0.030 $0.015
No. of Shares(1): 150,000,000 150,000,000 150,000,000 150,000,000
Total Outstanding (2): 205,354,001 205,354,001 205,354,001 205,354,001
Percent Outstanding (3): 73.04% 73.04% 73.04% 73.04%
Net Cash to Tech Labs:(4) $8,465,000 $6,327,500 $4,190,000 $2,052,500

- ------------
(1) Represents the number of shares of common stock being registered hereunder
to be issued to Cornell Capital Partners, L.P. under the Standby Equity
Distribution Agreement at the prices set forth in the table.

(2) Represents the total number of shares of common stock outstanding after the
issuance of the shares to Cornell Capital Partners, L.P. under the Standby
Equity Distribution Agreement, not including shares issued under the
convertible compensation debentures.

(3) Represents the shares of common stock to be issued as a percentage of the
total number shares outstanding.

(4) Net cash equals the gross proceeds minus the 5% retainage and $85,000 in
offering expenses.

We have engaged Newbridge Securities Corporation, a registered
broker-dealer, to advise us in connection with the Standby Equity Distribution
Agreement. Newbridge Securities Corporation was paid a fee of $10,000, payable
by the issuance of 91,912 shares of our common stock. Newbridge Securities
Corporation is not participating as an underwriter in this offering.

The other selling shareholders are Advantage Fund I, LLC, which intends to
sell 1,264,871 shares under convertible debentures, Phoenix Capital Partners,
LLC, which intends to sell up to 2,435,312 shares of common stock, and
Knightsbridge Holding, LLC, which intends to sell up to 1,325,609 shares of
common stock.

Common Stock Offered 189,492,704 shares by selling stockholders

Offering Price Market price

Common Stock Outstanding
Before the Offering 55,354,001 shares as of August 3, 2004

Use of Proceeds We will not receive any proceeds from the
shares offered by the selling stockholders.
Any proceeds we receive from the sale of
common stock under the Standby Equity
Distribution Agreement will be used for
general working capital purposes. See "Use
of Proceeds."

Risk Factors The securities offered hereby involve a high
degree of risk and immediate substantial
dilution. See "Risk Factors" and "Dilution."

Over-the-Counter Bulletin
Board Symbol TCHL

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The summary financial information set forth below is derived from and
should be read in conjunction with our consolidated financial statements,
including the notes thereto, appearing elsewhere in this prospectus.

For the Three For the Year
Months Ended Ended
March 31, December 31,
------------- -----------
Consolidated Statements of Operations 2004 2003
------------- -----------

Sales, Net: $ 51,701 $ 236,107
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Cost and Expenses:
Cost of Sales 29,811 434,264
Selling, General and Administrative Expense 152,932 754,438
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182,743 1,188,702
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Income/(Loss) from Operations $ (131,042) $ (952,595)
Other Income (Expense) (29,735) 120,112

Income/(Loss) Before Income Taxes $ (160,777) $ (832,483)
Provision for Income Taxes -- --
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$ (160,777) (832,483)
Income/(Loss)

Retained Earnings/Accum. Deficit), Beg. Qtr (4,649,636) (3,817,153)

Retained Earnings/Accum. Deficit), End. Qtr $ (4,810,413) $(4,649,636)
------------- -----------
Earnings Per Share $ (0.02) $ (0.10)
============= ===========

March 31, December 31,
Consolidated Balance Sheets 2004 2003
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Assets:
Cash $ 46,199 $ 138,845
Marketable Securities 40,000 40,000
Accounts Receivable, net 17,555 11,107
Inventories 1,326,785 1,249,777
Prepaid Expenses 6,303 6,303
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Total Current Assets $ 1,436,842 $ 1,446,032
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Property, Plant and Equipment, at Cost
Leasehold Improvements 2,247 2,247
Machinery, Equipment and Instruments 607,987 607,987
Furniture and Fixtures 110,140 110,893
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Total Property, Plant and Equipment $ 720,374 $ 721,127
Less: Accumulated Depreciation and Amortization (432,796) (427,909)
------------- -----------
Net Property, Plant and Equipment $ 287,578 $ 293,218
Other Assets 12,059 12,059

Total Assets $ 1,736,479 $ 1,751,309
============= ===========
Current Liabilities:
Convertible Notes $ 1,187,369 $ 1,480,785
Current Portion of Long-Term Debt 30,044 30,392
Short-Term Loans Payable 50,450 55,449
Accounts Payable and Accrued Expenses 125,229 175,000
Other Liabilities 87,692 3,908
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Total Current Liabilities $ 1,480,784 $ 1,745,534
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Stockholders' Investment:
Common stock, net of treasury stock $ 335,404 $ 175,030
Capital Contributed in Excess of Par Value 4,730,704 4,480,381
Accumulated Deficit (4,810,413) (4,649,636)
------------- -----------
$ (79,909) $ 5,775
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Total liabilities and stockholders' investment $ 1,736,479 $ 1,751,309
============= ===========

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2004
and has been derived from financial information appearing in the financial
statements included with this prospectus:

Three Months Ended
March 31, 2004
----------------------------
Actual Adjusted
Capitalization
----------------------------
Total Debt $ 1,480,784 $ 1,980,784(A)

Stockholders' Equity Common stock,
$.01 par value, 250,000,000 shares
authorized 34,082,719 shares issued
11,316 shares held in treasury, pro-forma
199,700,249 shares issued 335,404 2,332,406(B)

Additional paid-in capital 4,730,704 13,011.581
Accumulated deficit (4,810,413) (4,810,413)
------------ ------------
Total Stockholder's Equity $ 255,695 $ 10,533,574
------------ ------------
Total Capitalization $ 1,736,479 $ 12,514,358
------------ ------------

(A) $250,000 advanced to Tech Labs, Inc., upon agreement to this transaction on
June 2, 2004. $250,000 will be advanced to Tech Labs, Inc., when this
transaction covered by this SB-2 becomes effective.

(B) Assumes issuance of all shares included in this SB-2 under the Standby
Equity Distribution Agreement at $.06 per share. Excludes any additional
shares that may be issued under the convertible compensation debentures.

RISK FACTORS

We are subject to various risks that may materially harm our business,
financial condition and results of operations. You should carefully consider the
risks and uncertainties described below and the other information in this filing
before deciding to purchase our common stock. If any of these risks or
uncertainties actually occurs, our business, financial condition or operating
results could be materially harmed. In that case, the trading price of our
common stock could decline and you could lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

We Have Historically Lost Money and Losses May Continue In The Future Which May
Severely Impair Our Future Operations

For the three months ended March 31, 2004, we lost $160,777. For the year
ended December 31, 2003, we lost $832,483. Our accumulated deficit was
$4,810,413 and $4,649,636 at March 31, 2004 and December 31, 2003, respectively.
Future losses may occur.

We Will Need To Raise Additional Capital and Debt Funding To Sustain Operations

To the extent that we cannot obtain cash in advance or dedicated financing
for our products and generate sufficient profits on sales, we are reliant on
either term debt financing or sale of equity to obtain cash to pay our employees
and suppliers. Thus unless we can become profitable, we will require additional
capital to sustain operations and we may need access to additional capital or
additional debt financing to grow our sales.

We have traditionally relied on external financing to fund our operations.
Such financing has historically come from a combination of borrowings and the
sale of common stock to related and third parties. We cannot assure you that
financing whether from external sources or related parties will be available if
needed or on favorable terms. Our inability to obtain adequate financing will
result in the need to scale back our business operations. Any of these events
could be materially harmful to our business and may result in a lower stock
price. We will need to raise additional capital from either the equity market or
from debt sources to fund our operating costs, current liabilities and
anticipated future expansion.

We Are In Default Of Certain Obligations Owed To Third Parties Which May
Severely Impair Our Future Operations

We are in default on obligations owed to third parties. These obligations
totaled $50,000 as of March 31, 2004.

We Have Been The Subject Of A Going Concern Opinion As Of December 31, 2003 and
December 31, 2002 From Our Independent Auditors, Which Means That We May Not Be
Able To Continue Operations Unless We Obtain Additional Funding

Our independent auditors have added an explanatory paragraph to their audit
opinions issued in connection with our consolidated financial statements for the
years ended December 31, 2003 and 2002, which states that our ability to
continue as a going concern depends upon our ability to obtain financing to fund
working capital requirements. Our ability to obtain additional funding will
determine our ability to continue as a going concern. Our consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. Based on our current budget assessment, and excluding any
acquisitions which may occur in 2004, we believe that we may need to obtain
approximately $1 million in additional debt or equity capital from one or more
sources to fund operations for the next 12 months. These funds are expected to
be obtained from the sale of securities, including the sale of stock under the
Standby Equity Distribution Agreement.

We Are Subject To A Working Capital Deficit, Which Means That Our Current Assets
On March 31, 2004 Were Not Sufficient To Satisfy Our Current Liabilities Which
May Severely Impair Our Future Operations

We had a working capital deficit of $43,942 at March 31, 2004, which means
that our current liabilities as of that date exceeded our current assets on
March 31, 2004 by $43,942. Current assets are assets that are expected to be
converted to cash within one year and, therefore, may be used to pay current
liabilities as they become due. Our working capital deficit

means that our current assets on March 31, 2004 were not sufficient to satisfy
all of our current liabilities on that date. If our ongoing operations do not
begin to provide sufficient profitability to offset the working capital deficit
we may have to raise capital or debt to fund the deficit or reach agreement with
some of our creditors to convert debt to equity or curtail our operations.

Upon a Default On Our Outstanding Convertible Debentures, The Holders May
Foreclose On Our Assets Which Have Been Pledged To The Holders As Security For
the Convertible Debentures

Our Company granted to the holders of our Convertible Debentures security
interests in substantially all of our assets. If our company were to default on
the Convertible Debentures, then the holders of the Convertible Debentures have
the ability to foreclose on the security interest. In such event, our Company's
assets would be sold and the proceeds of such sale would be used to repay the
amounts owed on the Convertible Debentures.

Our Common Stock May Be Affected By Limited Trading Volume And May Fluctuate
Significantly

Prior to this offering, there has been a limited public market for our
common stock and there can be no assurance that a more active trading market for
our common stock will develop. An absence of an active trading market could
adversely affect our shareholders' ability to sell our common stock in short
time periods, or possibly at all. Our common stock has experienced, and is
likely to experience in the future, significant price and volume fluctuations,
which could adversely affect the market price of our common stock without regard
to our operating performance. In addition, we believe that factors such as
quarterly fluctuations in our financial results and changes in the overall
economy or the condition of the financial markets could cause the price of our
common stock to fluctuate substantially. We cannot predict the actions of market
participants and, therefore, can offer no assurances that the market for our
stock will be stable or appreciate over time.

Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More Difficult
For Investors To Sell Their Shares Due To Suitability Requirements

Our common stock is deemed to be "penny stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. These
requirements may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or to otherwise dispose of
them. This could cause our stock price to decline. Penny stocks are stock:

o With a price of less than $5.00 per share;

o That are not traded on a "recognized" national exchange;

o Whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ listed stock must still have a price of not less than $5.00
per share); or

o In issuers with net tangible assets less than $2.0 million (if the
issuer has been in continuous operation for at least three years) or
$5.0 million (if in continuous operation for less than three years),
or with average revenues of less than $6.0 million for the last three
years.

o Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny
stocks. Moreover, broker/dealers are required to determine whether an
investment in a penny stock is a suitable investment for a prospective
investor.

If We Fail To Keep Pace With Rapid Technological Change And Evolving Industry
Standards, Our Products Could Become Less Competitive Or Obsolete

The market electrical and electrical components are characterized by
rapidly changing technology, evolving industry standards, changes in customer
needs, intense competition and frequent new product introductions. If we fail to
source distribution agreements for saleable products or modify or improve our
own products in response to changes in technology or industry standards, our
product offerings could rapidly become less competitive or obsolete. A portion
of our future success will depend, in part, on our ability to:

o enhance and adapt current products and develop new products that meet
changing customer needs;

o adjust the prices of software applications to increase customer
demand;

o successfully advertise and market our products; and

o influence and respond to emerging industry standards and other
technological changes.

We need to respond to changing technology and industry standards in a
reasonably timely and cost-effective manner. We may not be successful in
effectively using new technologies, developing new products or enhancing our
existing product lineup on a timely basis. Our pursuit of necessary technology
may require time and expense. We may need to license new technologies to respond
to technological change. These licenses may not be available to us on terms that
give us a profit margin with which to actively pursue reselling these products.
Finally, we may not succeed in adapting various products to new technologies as
they emerge.

Risks Related To This Offering

Future Sales By Our Stockholders May Adversely Affect Our Stock Price And Our
Ability To Raise Funds In New Stock Offerings

Sales of our common stock in the public market following this offering
could lower the market price of our common stock. Sales may also make it more
difficult for us to sell equity securities or equity-related securities in the
future at a time and price that our management deems acceptable or at all. Of
the 55,354,001 shares of common stock shown as outstanding as of August 3, 2004,
21,269,429 shares are, or will be, freely tradable without restriction, unless
held by our "affiliates." The remaining 34,084,572 shares of common stock which
will be held by existing stockholders, including the officers and directors, are
"restricted securities" and may be resold in the public market only if
registered or pursuant to an exemption from registration. Some of these shares
may be resold under Rule 144.

Existing Shareholders Will Experience Significant Dilution From Our Sale Of
Shares Under The Standby Equity Distribution Agreement

The sale of shares pursuant to the Standby Equity Distribution Agreement
will have a dilutive impact on our stockholders. For example, at March 31, 2004,
at an assumed offering price of $0.06 per share, the new stockholders would have
experienced an immediate dilution in the net tangible book value of $0.0126 per
share. Dilution per share at prices of $0.0450, $0.0300 and $0.0150 per share
would be $0.0090, $0.0057 and $0.0023, respectively.

As a result, our net income per share could decrease in future periods, and
the market price of our common stock could decline. In addition, the lower our
stock price, the more shares of common stock we will have to issue under the
Standby Equity Distribution Agreement to draw down the full amount. If our stock
price is lower, then our existing stockholders would experience greater
dilution.

Cornell Capital Partners Under The Standby Equity Distribution Agreement Will
Pay Less Than The Then-Prevailing Market Price Of Our Common Stock

The common stock to be issued under the Standby Equity Distribution
Agreement will be issued at a 2% discount to the lowest closing bid price for
the 5 days immediately following the notice date of an advance. These discounted
sales could cause the price of our common stock to decline.

In addition, Cornell Capital Partners will retain 5% from each advance.
Based on this discount, Cornell Capital Partners will have an incentive to sell
immediately to realize the gain on the 2% discount. These discounted sales could
cause the price of our common stock to decline, based on increased selling of
Tech Labs' common stock.

The Selling Stockholders Intend To Sell Their Shares Of Common Stock In The
Market, Which Sales May Cause Our Stock Price To Decline

The selling stockholders intend to sell in the public market the shares of
common stock being registered in this offering subject to rule 144 restrictions
to affiliates and insiders. That means that up to 180,742,704 shares of common
stock may be sold subject to various rules such as 144 and insider trading
restrictions. Such sales may cause our stock price to decline.

The Sale Of Our Stock Under Our Standby Equity Distribution Agreement Could
Encourage Short Sales By Third Parties, Which Could Contribute To The Future
Decline Of Our Stock Price

In many circumstances the provision of a Standby Equity Distribution
Agreement for companies that are traded on the OTCBB has the potential to cause
a significant downward pressure on the price of common stock. This is especially
the case if the shares being placed into the market exceed the market's ability
to take up the increased stock or if Tech Labs has not performed in such a
manner to show that the equity funds raised will be used to grow Tech Labs. Such
an event could place further downward pressure on the price of common stock.
Under the terms of our Standby Equity Distribution Agreement Tech Labs may
request numerous drawdowns pursuant to the terms of the Standby Equity
Distribution Agreement. Even if Tech Labs uses the proceeds from the Standby
Equity Distribution Agreement to grow its revenues and profits or invest in
assets that are materially beneficial to Tech Labs the opportunity exists for
short sellers and others to contribute to the future decline of our stock price.
If there are significant short sales of stock, the price decline that would
result from this activity will cause the share price to decline more so which in
turn may cause other stockholders to sell their shares thereby contributing to
sales of stock in the market. If there is an imbalance on the sell side of the
market for the stock the price will decline.

It is not possible to predict if the circumstances whereby short sales
could materialize or to what level the share price could drop. In some companies
that have been subjected to short sales the stock price has dropped to near
zero. This could happen to Tech Labs.

The Price You Pay In This Offering Will Fluctuate And May Be Higher Or Lower
Than The Prices Paid By Other People Participating In This Offering

The price in this offering will fluctuate based on the prevailing market
price of the common stock on the Over-the-Counter Bulletin Board. Accordingly,
the price you pay in this offering may be higher or lower than the prices paid
by other people participating in this offering.

We May Not Be Able To Access Sufficient Funds Under The Standby Equity
Distribution Agreement When Needed

We are to a great extent dependent on external financing to fund our
operations. Our financing needs may be partially provided from the Standby
Equity Distribution Agreement. No assurances can be given that such financing
will be available in sufficient amounts or at all when needed, in part, because
we are limited to a maximum draw down of $300,000 every 7 trading days.

In addition, the number of shares being registered is not sufficient to
draw all funds available to us under the Standby Equity Distribution Agreement.
Based on the assumed offering price of $0.06 and the 150,000,000 shares we are
registering, we would not be able to draw the entire $10 million available under
the Standby Equity Distribution Agreement. At this assumed price, we will be
able to draw gross proceeds of $9,000,000 with the 150,000,000 shares being
registered. Tech Labs would be required to register 16,666,667 additional shares
at this assumed price to obtain the entire $10 million available under the
Standby Equity Distribution Agreement. Based on the limited number of available
authorized shares of common stock, Tech Labs would most likely need to obtain
shareholder approval to increase the authorized shares of common stock to access
additional amounts under the Standby Equity Distribution Agreement.

The Conversion of Our Outstanding Debentures Will Cause Dilution to Our Existing
Shareholders

The issuance of shares upon the conversion of the outstanding debentures
will have a dilutive impact on our stockholders. We currently have commitments
to purchase $500,000 of debentures that are convertible into shares of common
stock at a price equal to equal to either (a) an amount equal to one hundred
twenty percent (120%) of the closing bid price of the common stock as of the
closing date or (b) an amount equal to eighty percent (80%) of the lowest
closing bid price of the common stock for the 5 trading days immediately
preceding the conversion date. If such conversion had taken place at $0.048
(i.e., 80% of the recent price of $0.06), then the holders of the convertible
debentures would have received 10,416,667 shares of common stock. As a result,
our net income per share could decrease, in future periods, and the market price
of our common stock could decline.

FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this prospectus may
contain forward-looking statements. This information may involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different from the future
results, performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology.

This prospectus contains forward-looking statements, including statements
regarding, among other things, (a) our projected sales and profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our future
financing plans and (e) our anticipated needs for working capital. These
statements may be found under "Management's Discussion and Analysis or Plan of
Operations" and "Business," as well as in this prospectus generally. Actual
events or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under "Risk Factors" and matters described in this prospectus
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this prospectus will in fact
occur.

SELLING STOCKHOLDERS

The following table presents information regarding the selling
stockholders. A description of each selling shareholder's relationship to Tech
Labs and how each selling shareholder acquired or will acquire the shares to be
sold in this offering is detailed in the information immediately following this
table.

PERCENTAGE
OF
OUTSTANDING
SHARES TO
SHARES TO BE BE
PERCENTAGE OF ACQUIRED ACQUIRED PERCENTAGE
OUTSTANDING UNDER THE UNDER THE OF SHARES
SHARES SHARES STANDBY STANDBY BENEFICIALLY
BENEFICIALLY BENEFICIALLY EQUITY EQUITY SHARES TO BE OWNED
OWNED BEFORE OWNED BEFORE DISTRIBUTION DISTRIBUTION SOLD IN THE AFTER
SELLING STOCKHOLDER OFFERING OFFERING (1) AGREEMENT AGREEMENT OFFERING OFFERING(1)
- ------------------------- ------------- --------------- -------------- -------------- ------------ -------------

SHARES ACQUIRED IN FINANCING TRANSACTIONS WITH TECH LABS, INC.
Cornell Capital Partners,
L.P. 6,143,611(2) 9.99% 150,000,000(2) 73.04% 184,375,000 0.0%
Advantage Fund I, LLC 1,264,871 2.29% -- -- 1,264,871 0.0%
Newbridge Securities
Corporation 91,912 * -- 91,912 0.0%
Phoenix Capital Partners, LLC 2,435,312 4.40% -- -- 2,435,312 0.0%
Knightsbridge Holdings, LLC 1,325,609 2.39% -- -- 1,325,609 0.0%
------------- --------------- -------------- ------------ -------------
Total 11,261,315 18.31% 150,000,000 189,492,704 0.0%
============= =============== ============== ============= =============

- -----------------------------------------

* Less than 1%.

(1) Applicable percentage of ownership is based on 55,354,001 shares of common
stock outstanding as of August 3, 2004, together with securities
exercisable or convertible into shares of common stock within 60 days of
August 3, 2004. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of common
stock subject to securities exercisable or convertible into shares of
common stock that are currently exercisable or exercisable within 60 days
of August 3, 2004 are deemed to be beneficially owned by the person holding
such securities for the purpose of computing the percentage of ownership of
such person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.

(2) The 6,143,611 shares of common stock represent (i) 3,125,000 shares issued
as a commitment fee under the Standby Equity Distribution Agreement and
(ii) 2,043,894 shares to be issued under outstanding promissory notes that
are convertible into shares of the Company's common stock. These
convertible promissory notes cannot be converted to the extent that such
conversion would result in Cornell Capital Partners beneficially owning
more than 9.99% of the Company's Common Stock. Cornell Capital Partners
also owns debentures convertible into shares of common stock (subject to a
limit of 4.99% of the total common stock outstanding as set forth in the
transaction documents). Because of the 4.99% limit, Cornell Capital
Partners is not deemed to beneficially own any shares underlying the
convertible debenture. We are registering a total of 31,250,000 shares to
cover conversions of the outstanding Debentures.

The following information contains a description of the selling
shareholder's relationship to Tech Labs and how each selling shareholder
acquired the shares to be sold in this offering. No selling stockholder has held
a position or office, or had any other material relationship, with Tech Labs,
except as follows:

Shares Acquired In Financing Transaction With Tech Labs

o Cornell Capital Partners, L.P. Cornell Capital Partners, L.P. is the
investor under the Standby Equity Distribution Agreement and the
holder of convertible debentures. All investment decisions of Cornell
Capital Partners are made by its general partner, Yorkville Advisors,
LLC. Mark Angelo, the managing member of Yorkville Advisors, makes the
investment decisions on behalf of Yorkville Advisors. Cornell Capital
Partners acquired all shares being registered in this offering in
financing transactions with Tech Labs. These transactions are
explained below:

o Standby Equity Distribution Agreement. In May 2004, we entered into an
Standby Equity Distribution Agreement with Cornell Capital Partners,
L.P. Pursuant to the Standby Equity Distribution Agreement, we may, at
our discretion, periodically sell to Cornell Capital Partners shares
of common stock for a total purchase price of up to $10.0 million. For
each share of common stock purchased under the Standby Equity
Distribution Agreement, Cornell Capital Partners will pay Tech Labs
98% of the lowest closing bid price of

our common stock on the Over-the-Counter Bulletin Board or other
principal market on which our common stock is traded for the 5 days
immediately following the notice date. Further, Cornell Capital
Partners will retain a fee of 5% of each advance under the Standby
Equity Distribution Agreement. In connection with the Standby Equity
Distribution Agreement, Cornell Capital Partners received a commitment
fee of $340,000, payable by the issuance of 3,125,000 shares of common
stock. We are registering 150,000,000 shares in this offering that may
be issued under the Standby Equity Distribution Agreement, together
with the 3,125,000 shares issued as a commitment fee.

o Convertible Debentures. Cornell Capital Partners has purchased
debentures in the original principal amount of $250,000, and is
obligated to purchase an additional $250,000 convertible debentures in
$25,000 increments every thirty (30) days, with the balance purchased
upon the SEC declaring this registration statement effective. The
debentures are convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of (i) 120% of the
closing bid price of the common stock as of the closing date (ii) 80%
of the lowest closing bid price of the common stock for the 5 trading
days immediately preceding the conversion date. At maturity, Tech Labs
has the option to either pay the holder 120% of the outstanding
principal balance and accrued interest or to convert the debentures
into shares of common stock at a conversion price equal to the lower
of (i) 120% of the closing bid price of the common stock as of the
closing date or (ii) 80% of the lowest closing bid price of the common
stock for the lowest trading days of the 5 trading days immediately
preceding the conversion date. The convertible debentures are secured
by all of Tech Labs' assets. In the event the debentures are redeemed,
then Tech Labs will issue to Cornell a warrant to purchase 50,000
shares for every $100,000 redeemed at an exercise price equal to 120%
of the closing bid price of the common stock as of the closing date.
Tech Labs is registering in this offering 31,250,000 shares of common
stock underlying the convertible debentures.

There Are Certain Risks Related To Sales By Cornell Capital Partners

There are certain risks related to sales by Cornell Capital Partners,
including:

o The outstanding shares are issued based on discount to the market
rate. As a result, the lower the stock price around the time Cornell
is issued shares, the greater chance that Cornell gets more shares.
This could result in substantial dilution to the interests of other
holders of common stock.

o To the extent Cornell sells its common stock, the common stock price
may decrease due to the additional shares in the market. This could
allow Cornell to sell greater amounts of common stock, the sales of
which would further depress the stock price.

o The significant downward pressure on the price of the common stock as
Cornell sells material amounts of common stocks could encourage short
sales. This could place further downward pressure on the price of the
common stock.

o Cornell Capital Partners is the beneficial owner of promissory notes
with a face value of $609,842.30, which are convertible into shares of
Tech Labs' common stock. These notes were acquired in private
transactions from the beneficial owners of these notes, which were
Endeavor Capital Investments Fund, Esquire Trade & Finance and Celeste
Trust Reg. Tech Labs originally issued these notes in October 2000.
The shares underlying these notes are not being registered in this
offering, but Cornell Capital Partners is deemed to be the beneficial
owner of 2,043,894 share of common stock underlying these notes
(subject to a limit of 9.9% of the total common stock outstanding as
set forth in the transaction documents related to the notes).

Advantage Fund I, LLC. All investment decisions of Advantage Fund I, LLC
are made by its managing member, Robert Press. Advantage Fund I, LLC will
acquire all shares being registered in this offering in financing transactions
with Tech Labs. On June 30, 2004 we issued 1,264,871 shares to Advantage Fund I,
LLC pursuant to an Engagement Agreement between Tech Laboratories, Inc. and
Knightsbridge Holdings, LLC. Knightsbridge assigned these shares to Advantage
Fund I, LLC. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof. We are registering 1,264,871
shares of common stock owned by Advantages Fund, LLC in this offering.

Newbridge Securities Corporation. Newbridge Securities Corporation is a
registered broker-dealer that we engaged to advise us in connection with the
Standby Equity Distribution Agreement. Guy Amico makes the investment decisions
on behalf of Newbridge Securities Corporation. We paid Newbridge Securities
Corporation a fee of $10,000 for such advice, payable by the issuance of 91,912
shares of common stock. Tech Labs is registering these shares in this offering.

Phoenix Capital Partners, LLC. Jeffrey Sternberg makes the investment
decisions for Phoenix Capital Partners, LLC. On June 30, 2004 we issued 685,312
shares to Phoenix Capital Partners pursuant to an Engagement Agreement between
Tech Laboratories, Inc. and Knightsbridge Holdings, LLC. Knightsbridge assigned
such shares to Phoenix Capital Partners. The issuance of the shares was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof. On
December 12, 2003 we issued 1,750,000 shares to Phoenix Capital Partners, LLC
pursuant to an Engagement Agreement between Tech Laboratories, Inc. and
Knightsbridge Holdings, LLC. Knightsbridge assigned such shares to Phoenix
Capital Partners, LLC. The issuance of the shares was exempt from registration
under the Securities Act pursuant to Section 4(2) thereof. We are registering
2,435,312 shares of common stock owned by Phoenix Capital Partners, LLC in this
offering.

Knightsbridge Holdings, LLC. Robert Press makes the investment decisions
for Knightsbridge Holdings, LLC. On July 1, 2004 we issued 60,737 shares to
Knightsbridge Holdings, LLC, pursuant to an agreement with the Company. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof. On June 30, 2004 we issued 1,264,872 shares to
Knightsbridge Holdings, LLC. Such shares were issued pursuant to an Engagement
Agreement between Tech Laboratories, Inc. and Knightsbridge Holdings, LLC. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof. We are registering 1,325,609 shares of common
stock owned by Knightsbridge Holdings, LLC in this offering.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered
and sold from time to time by the selling stockholders. There will be no
proceeds to us from the sale of shares of common stock in this offering.
However, we will receive the proceeds from the sale of shares of common stock to
Cornell Capital Partners, L.P. under the Standby Equity Distribution Agreement.
The purchase price of the shares purchased under the Standby Equity Distribution
Agreement will be equal to 98% of the lowest closing bid price of our common
stock on the Over-the-Counter Bulletin Board for the 5 days immediately
following the notice date. Tech Labs will pay Cornell Capital 5% of each advance
as an additional fee.

Tech Labs is registering 150,000,000 shares of common stock for issuance
under the Standby Equity Distribution Agreement. At a recent price of $0.06 per
share, Tech Labs would receive gross proceeds of $9.0 million. At such a price,
Tech Labs would need to register an additional 16,666,667 shares of common stock
to utilize the full $10.0 million available under the Standby Equity
Distribution Agreement.

For illustrative purposes, we have set forth below our intended use of
proceeds for the range of net proceeds indicated below to be received under the
Standby Equity Distribution Agreement. The table assumes estimated offering
expenses of $50,000 plus a 5% retainage payable to Cornell Capital Partners.

USE OF PROCEEDS:
- ------------------------------------------------------------------------

Gross Proceeds $ 4,500,000 $ 9,000,000
Net Proceeds $ 4,225,000 $ 8,500,000

Working Capital 2,112,500 4,250,000
Marketing 2,112,500 4,250,000
------------ ------------

Total $ 4,225,000 $ 8,500,000
============ ============

No. of shares issued under the
Standby Equity Distribution Agreement
at an assumed price of $0.06 75,000,000 150,000,000

DILUTION

The net tangible book value of our Company as of March 31, 2004 was
$255,695 or $0.0075 per share of common stock. Net tangible book value per share
is determined by dividing the tangible book value of our Company (total tangible
assets less total liabilities) by the number of outstanding shares of our common
stock. Since this offering is being made solely by the selling stockholders and
none of the proceeds will be paid to our Company, our net tangible book value
will be unaffected by this offering. Our net tangible book value, however, will
be impacted by the common stock to be issued under the Standby Equity
Distribution Agreement. The amount of dilution will depend on the offering price
and number of shares to be issued under the Standby Equity Distribution
Agreement. The following example shows the dilution to new investors at an
offering price of $0.06 per share which is in the range of the recent share
price.

If we assume that our Company had issued 150,000,000 shares of common stock
under the Standby Equity Distribution Agreement at an assumed offering price of
$0.06 per share (i.e., the number of shares registered in this offering under
the Standby Equity Distribution Agreement), less retention fees of $450,000 and
offering expenses of $50,000, our net tangible book value as of March 31, 2004
would have been $0.0476 per share. Note that at an offering price of $0.06 per
share, Tech Labs would receive gross proceeds of $9.0 million or $1.0 million
than is available under the Standby Equity Distribution Agreement. Such an
offering would represent an immediate increase in net tangible book value to
existing stockholders of $0.0401 per share and an immediate dilution to new
stockholders of $0.0124 per share. The following table illustrates the per share
dilution:

Assumed public offering price per share $0.0600
Net tangible book value per share before this offering $0.0075
Increase attributable to new investors $0.0401
Net tangible book value per share after this offering ------- $0.0476
-------
Dilution per share to new stockholders $0.0124
=======

The offering price of our common stock is based on the then-existing market
price. In order to give prospective investors an idea of the dilution per share
they may experience, we have prepared the following table showing the dilution
per share at various assumed offering prices:

ASSUMED NO. OF SHARES TO BE DILUTION PER SHARE TO
OFFERING PRICE ISSUED (1) NEW INVESTORS
-------------- ------------------- ---------------------
$0.0600 150,000,000 $0.0124
$0.0450 150,000,000 $0.0090
$0.0300 150,000,000 $0.0057
$0.0150 150,000,000 $0.0023

(1) This represents the maximum number of shares of common stock that will be
registered under the Standby Equity Distribution Agreement.

STANDBY EQUITY DISTRIBUTION AGREEMENT

Summary. In May 2004, we entered into an Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P. Pursuant to the Standby Equity
Distribution Agreement, we may, at our discretion, periodically sell to Cornell
Capital Partners shares of common stock for a total purchase price of up to
$10.0 million. For each share of common stock purchased under the Standby Equity
Distribution Agreement, Cornell Capital Partners will pay 98% of the lowest
closing bid price of our common stock on the Over-the-Counter Bulletin Board or
other principal market on which our common stock is traded for the 5 days
immediately following the notice date. Cornell Capital Partners is a private
limited partnership whose business operations are conducted through its general
partner, Yorkville Advisors, LLC. Further, Cornell Capital Partners will retain
a fee of 5% of each advance under the Standby Equity Distribution Agreement. In
addition, we engaged Newbridge Securities Corporation, a registered
broker-dealer, to advise us in connection with the Standby Equity Distribution
Agreement. For its services, Newbridge Securities Corporation received a fee of
$10,000, payable by the issuance of 91,912 shares of our common stock.

The effectiveness of the sale of the shares under the Standby Equity
Distribution Agreement is conditioned upon us registering the shares of common
stock with the Securities and Exchange Commission and obtaining all necessary
permits or qualifying for exemptions under applicable state law. The costs
associated with this registration will be borne by us. There are no other
significant closing conditions to draws under the equity line.

Standby Equity Distribution Agreement Explained. Pursuant to the Standby
Equity Distribution Agreement, we may periodically sell shares of common stock
to Cornell Capital Partners, L.P. to raise capital to fund our working capital
needs. The periodic sale of shares is known as an advance. We may request an
advance every 7 trading days. A closing will be held 7 trading days after such
written notice at which time we will deliver shares of common stock and Cornell
Capital Partners, L.P. will pay the advance amount. There are no closing
conditions for any of the draws other than that we have filed our periodic and
other reports with the Securities and Exchange Commission, delivered the stock
for an advance, the trading of Tech Labs' common stock has not been suspended
and we have given the written notice and associated correspondence to Cornell
Capital Partners.

We are limited however, on our ability to request advances under the
Standby Equity Distribution Agreement based on the number of shares we have
registered on this registration statement. For example, at an assumed offering
price of $0.06, we would not be able to draw the entire gross proceeds of
$10,000,000 available under the Standby Equity Distribution Agreement with the
150,000,000 shares we are registering. Tech Labs would be required to register
16,666,667 additional shares at this assured price to obtain the entire $10
million available under the Standby Equity Distribution Agreement. Based on the
limited number of available authorized shares of common stock, Tech Labs would
need to obtain shareholder approval to increase the authorized shares of common
stock to access additional amounts under the Standby Equity Distribution
Agreement. In order to access all funds available to us under the Standby Equity
Distribution Agreement with the 150,000,000 shares being registered in this
offering, the average price of shares issued under the Standby Equity
Distribution Agreement would need to be $0.0667.

We may request advances under the Standby Equity Distribution Agreement
once the underlying shares are registered with the Securities and Exchange
Commission. Thereafter, we may continue to request advances until Cornell
Capital Partners has advanced $10.0 million or 24 months after the effective
date of the accompanying registration statement, whichever occurs first.

The amount of each advance is limited to a maximum draw down of $300,000
every 7 trading days. The amount available under the Standby Equity Distribution
Agreement is not dependent on the price or volume of our common stock. Our
ability to request an advance is conditioned upon us registering the shares of
common stock with the SEC. In addition, we may request advances if the shares to
be issued in connection with such advances would result in Cornell Capital
Partners owning more than 9.9% of our outstanding common stock.

Based on a recent stock price of $0.06 Cornell Capital Partners' beneficial
ownership of Tech Labs common stock is 9.99% and therefore we would not be
permitted to make draws on the Standby Equity Distribution Agreement so long as
Cornell Capital Partners' beneficial ownership of our common stock remains at
9.99%. A possibility exists that Cornell Capital Partners may continue to own
more than 9.9% of Tech Labs' outstanding common stock at a time when we would
otherwise plan to make an advance under the Standby Equity Distribution
Agreement.

We do not have any agreements with Cornell Capital Partners regarding the
distribution of such stock, although Cornell Capital Partners has indicated that
intends to promptly sell any stock received under the Standby Equity
Distribution Agreement.

We cannot predict the actual number of shares of common stock that will be
issued pursuant to the Standby Equity Distribution Agreement, in part, because
the purchase price of the shares will fluctuate based on prevailing market
conditions and we have not determined the total amount of advances we intend to
draw. Nonetheless, we can estimate the number of shares of our common stock that
will be issued using certain assumptions. Assuming we issued the number of
shares of common stock being registered in the accompanying registration
statement at a recent price of $0.06 per share, we would issue 150,000,000
shares of common stock to Cornell Capital Partners, L.P. for gross proceeds of
$9.0 million. These shares would represent 75% of our outstanding common stock
upon issuance. We are registering 150,000,000 shares of common stock for the
sale under the Standby Equity Distribution Agreement. Tech Labs' stock price
would have to rise substantially for us to have access to the full amount
available under the Standby Equity Distribution Agreement. Accordingly, Tech
Labs would need to register additional shares of common stock in order to fully
utilize the $10.0 million available under the Standby Equity Distribution
Agreement at the current price of $0.06 per share. At a recent price of $0.06
per share, Tech Labs would be required to issue 166,666,667 shares of common
stock in order to fully utilize the $10.0 million available.

Purchase Price: $ 0.06 $ 0.045 $ 0.03 $ 0.015
No. of Shares(1): 150,000,000 150,000,000 150,000,000 150,000,000
Total Outstanding (2): 205,354,001 205,354,001 205,354,001 205,354,001
Percent Outstanding (3): 73.04% 73.04% 73.04% 73.04%
Net Cash to Tech Labs:(4) $ 8,465,000 $ 6,327,500 $ 4,190,000 $ 2,052,500

(1) Represents the number of shares of common stock being registered hereunder
to be issued to Cornell Capital Partners, L.P. under the Standby Equity
Distribution Agreement at the prices set forth in the table.

(3) Represents the shares of common stock to be issued as a percentage of the
total number shares outstanding.

(4) Net cash equals the gross proceeds minus the 5% retainage and $85,000 in
offering expenses.

Proceeds used under the Standby Equity Distribution Agreement will be used
in the manner set forth in the "Use of Proceeds" section of this prospectus. We
cannot predict the total amount of proceeds to be raised in this transaction
because we have not determined the total amount of the advances we intend to
draw.

Cornell Capital Partners has the ability to permanently terminate its
obligation to purchase shares of common stock from Tech Labs under the Standby
Equity Distribution Agreement if there shall occur any stop order or suspension
of the effectiveness of this registration statement for an aggregate of fifty
(50) trading days other than due to acts by Cornell Capital Partners or if Tech
Labs fails materially to comply with certain terms of the Standby Equity
Distribution Agreement, which remain uncured for thirty (30) days after notice
from Cornell Capital Partners.

All fees and expenses under the Standby Equity Distribution Agreement will
be borne by Tech Labs. We expect to incur expenses of approximately $50,000 in
connection with this registration, consisting primarily of professional fees. In
connection with the Standby Equity Distribution Agreement, we paid Cornell
Capital Partners a one-time commitment fee of $340,000, payable by the issuance
of 3,125,000 shares of common stock. In addition, we issued 91,912 shares of
common stock to Newbridge Securities Corporation, a registered broker-dealer, as
a placement agent fee.

PLAN OF DISTRIBUTION

The selling stockholders and any of their respective pledgees, assignees
and other successors-in-interest may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling stockholders may use any one or more of
the following methods when selling shares:

o ordinary brokerage transactions and transactions in which the
broker-dealer solicits the purchaser;

o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

o an exchange distribution in accordance with the rules of the
applicable exchange;

o privately-negotiated transactions;

o short sales;

o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;

o through the writing of options on the shares;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. The selling
stockholders shall have the sole and absolute discretion not to accept any
purchase offer or make any sale of shares if they deem the purchase price to be
unsatisfactory at any particular time.

The selling stockholders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a selling stockholders defaults on
a margin loan, the broker may, from time to time, offer and sell the pledged
shares.

The selling stockholders or their respective pledgees, transferees or other
successors in interest, may also sell the shares directly to market makers
acting as principals and/or broker-dealers acting as agents for themselves or
their customers. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling stockholders will attempt to sell
shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price. The
selling stockholders cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling stockholders. The selling
stockholders and any brokers, dealers or agents, upon effecting the sale of any
of the shares offered in this prospectus, may be deemed an "underwriter" as that
term is defined under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, or the rules and regulations under such acts.
In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

The selling stockholders, alternatively, may sell all or any part of the
shares offered in this prospectus through an underwriter. No selling
stockholders have entered into any agreement with a prospective underwriter and
there is no assurance that any such agreement will be entered into.

If a selling stockholder notifies us that they have a material arrangement
with a broker-dealer for the resale of the common stock, then we would be
required to amend the registration statement of which this prospectus is a part,
and file a prospectus supplement to describe the agreements between the selling
stockholder and the broker-dealer.

Indemnification. We have agreed to indemnify the selling stockholder, or
their transferees or assignees, against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to contribute to
payments the selling stockholder or their respective pledgees, transferees or
other successors in interest, may be required to make in respect of such
liabilities. The selling stockholders have agreed to indemnify us against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of Tech
Labs pursuant to the foregoing, or otherwise, Tech Labs has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Statutory Underwriter. Cornell Capital Partners is an "underwriter" within
the meaning of the Securities Act of 1933 in connection with the sale of common
stock under the Standby Equity Distribution Agreement. Cornell Capital Partners
will pay us 98% of the lowest closing bid price of our common stock on the
Over-the-Counter Bulletin Board or other principal trading market on which our
common stock is traded for the 5 days immediately following the advance date. In
addition, Cornell Capital Partners will retain 5% of the proceeds received by us
under the Standby Equity Distribution Agreement, and received a one-time
commitment fee of 3,125,000 shares of our common stock. The 2% discount, the 5%
retention and the one-time commitment fee are underwriting discounts. In
addition, we engaged Newbridge Securities Corporation, a registered
broker-dealer, to advise us in connection with the Standby Equity Distribution
Agreement. For its services, Newbridge Securities Corporation received 91,912
shares of our common stock.

Cornell Capital Partners, L.P. was formed in February 2000 as a Delaware
limited partnership. Cornell Capital Partners is a domestic hedge fund in the
business of investing in and financing public companies. Cornell Capital
Partners does not intend to make a market in our stock or to otherwise engage in
stabilizing or other transactions intended to help support the stock price.
Prospective investors should take these factors into consideration before
purchasing our common stock.

Blue Sky Laws. Under the securities laws of certain states, the shares of
common stock may be sold in such states only through registered or licensed
brokers or dealers. The selling stockholders are advised to ensure that any
underwriters, brokers, dealers or agents effecting transactions on behalf of the
selling stockholders are registered to sell securities in all fifty states. In
addition, in certain states the shares of common stock may not be sold unless
the shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.

Costs of Registration. We will pay all the expenses incident to the
registration, offering and sale of the shares of common stock to the public
hereunder other than commissions, fees and discounts of underwriters, brokers,
dealers and agents. We have agreed to indemnify Cornell Capital Partners and its
controlling persons against certain liabilities, including liabilities under the
Securities Act. We estimate that the expenses of the offering to be borne by us
will be approximately $50,000. The offering expenses consist of: a SEC
registration fee of $672.24, printing expenses of $2,500, accounting fees of
$10,000, legal fees of $35,000 and miscellaneous expenses of $1,827.76. We will
not receive any proceeds from the sale of any of the shares of common stock by
the selling stockholders. We will, however, receive proceeds from the sale of
common stock under the Standby Equity Distribution Agreement.

Regulation M. The selling stockholders should be aware that the
anti-manipulation provisions of Regulation M under the Exchange Act will apply
to purchases and sales of shares of common stock by the selling stockholders,
and that there are restrictions on market-making activities by persons engaged
in the distribution of the shares. Under Registration M, the selling
stockholders or their agents may not bid for, purchase, or attempt to induce any
person to bid for or purchase, shares of our common stock while such selling
stockholders are distributing shares covered by this prospectus. The selling
stockholders are not permitted to cover short sales by purchasing shares while
the distribution is taking place. The selling stockholders are advised that if a
particular offer of common stock is to be made on terms constituting a material
change from the information set forth above with respect to the Plan of
Distribution, then, to the extent required, a post-effective amendment to the
accompanying registration statement must be filed with the Securities and
Exchange Commission.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following information should be read in conjunction with the
consolidated financial statements of Tech Labs and the notes thereto appearing
elsewhere in this filing. Statements in this Management's Discussion and
Analysis and elsewhere in this prospectus that are not statements of historical
or current fact constitute "forward-looking statements." For an overview of Tech
Labs please see the section entitled Description of the Business which follows
this section.

Overview

We were incorporated in 1947 as a New Jersey corporation. Our focus has
historically been the design, manufacture, and sale of rotary switches. Switches
have been a significant part of our revenue for five decades. In 1995, to
augment revenues, we sought business in transformers and contract manufacturing.
In 1998, we made a shift to new product development. In 1998, we also made our
first sales of the IDS product, and in April 1999, we completed the acquisition
of the DynaTraX(TM) switch and technology. We intend to continue to focus on
DynaTraX(TM) sales and development of additional products using these
technologies.

The following table sets forth the components of our revenues for each
of our major business activities in 2002, 2003 and three months ended March 31,
2004, and their approximate percentage contribution to revenues for the period
indicated:

THREE MONTHS
ENDED
MARCH 31,
PRODUCT TYPE 2002 % OF SALES 2003 % OF SALES 2004 % OF SALES
- ---------------------- -------- ---------- -------- ---------- ------- -----------

Switches $112,786 27.6% $ 68,036 28.8% 34,758 67.2%
IDS Sensors $256,711 62.9% $109,719 46.5% 12,933 25.0%
Transformers/Coils $ 35,357 8.6% $ 40,527 17.2% 4,010 7.8%
Contract Manufacturing $ 3,404 0.9% $ 17,825 7.5% --
Totals $408,258 100.0% $236,107 100.0% 51,701 100.0%

The following table sets forth the percentages of gross profit for each of
our major business activities in 2002, 2003 and three months ended March 31,
2004:

THREE MONTHS
ENDED
PRODUCT TYPE 2002 2003 NET CHANGE MARCH 31, 2004
- ------------------------------------------------------- ------- -------- ---------- ---------------
Switches 75.4% 68.5% (6.9%) 60.8%
IDS Sensors 57.4% 57.0% (0.4%) 56.6%
Transformers/Coils 54.4% 47.8% (6.6%) 46.1%
Contract Manufacturing * 49.6% 49.6% --
Unallocated company expenses, including physical
inventory adjustments, factory overhead and inventory
write-downs (165.2%) (142.1%) 23.1% --
Total company gross profit % * * * 42.13%

- --------------------

* Negative Percentage.

We have continued to shift out of the subcontracting and transformer
business which provides low gross profit margins, for higher gross profit margin
products. While rotary switches produce high gross profits, demand for rotary
switches is low.

We have gradually shifted our product offering from less profitable to more
profitable proprietary products.

RESULTS OF OPERATIONS

Comparison Of Three Months Ended March 31, 2004 And 2003

Sales were $51,701 for the first quarter of 2004 as compared to $94,327 for
the similar period of 2003. This decrease was due to the continuing effects of
the economic downturn. Tech Labs is seeking long-term contracts with major
computer companies. Tech Labs believes these contracts will provide future
growth in its major product, Dyntrax.

Cost of sales of $29,811 for the first quarter of 2004 has decreased by
$28,354 compared to the same period of 2003, primarily due to the sales decline.

Selling, administrative, and general expenses increased by $90,230 to
$152,932, compared to the same period of 2003 due to increases in expenses
associated with Tech Labs' attempts to raise long term capital, and executive
salary accruals.

Loss from operations of $131,042 increased $104,502 compared to a loss of
$26,540 for the prior period as a direct result of sale declines and expenses
incurred to explore long term financing prospects.

Comparison Of Year Ended December 31, 2003 And 2002

Sales were $236,107 for 2003 as compared to $408,258 for the year ended
2002. The decline in sales of 42.2% was a direct result of the economic
downturn, resulting in a decline in the sale of electrical and electronic
components.

Cost of sales decreased by $393,930 from $434,264 for the year ended 2003,
compared to $828,194 for the year ended 2002. This decrease resulted primarily
from the decline in sales. Tech Labs' gross profit percentage was negative in
2003 and 2002 due to inventory write-offs of slow moving and obsolete inventory
totaling $250,000 in 2003 and $500,000 in 2002.

Selling, general, and administrative expenses decreased by $2,130 in 2003
to $754,438, as compared to the prior period. This decrease was due to Tech
Labs' continuing efforts to reduce these expenses during this economic downturn,
offset by increased expense incurred to support the company's on-going effort to
raise long term financing.

Other Income increased $185,868 due to the sale of Tech Labs' state tax
loss carry-forward. Losses from operations of $832,483 in 2003 were a direct
result of volume declines as well as the inventory write-off and consulting
fees.

LIQUIDITY AND CAPITAL RESOURCES

March 31, 2004. Tech Labs does not yet have an adequate source of reliable,
long-term revenue to fund operations. As a result, Tech Labs is reliant on
outside sources of capital funding. There can be no assurances that Tech Labs
will in the future achieve a consistent and reliable revenue stream adequate to
support continued operations.

Tech Labs had cash and cash equivalents of $46,199 and a working capital
deficiency of ($43,942) at March 31, 2004.

For the three months ended March 31, 2004, Tech Labs had a net decrease in
cash and cash equivalents of $92,646. Tech Labs used cash in operating
activities of $93,399 and generated no cash from financing activities. Cash used
in operating activities consisted primarily of a net loss of $160,777, an
increase in inventory of $77,008, and a decrease in accounts payable and accrued
expenses of $49,771, which were partially offset by non-cash expenses of
$116,821.

Our future capital requirements will depend on a number of factors,
including costs associated with development of our Web portal, the success and
acceptance of our new games and the possible acquisition of complementary
businesses, products and technologies. We do not have sufficient cash and cash
equivalents on hand to conduct our operations passed December 31, 2004 and are
substantially dependent on the equity financing and interim funding from our
Chairman and CEO to continue operations.

The notes to Tech Labs' December 31, 2003 consolidated financial statements
contain an explanatory paragraph that states that Tech Labs has suffered losses
and negative cash flows from operations that raise substantial doubt about Tech
Labs' ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

As of March 31, 2004, there were no material commitments for capital
expenditures.

Year Ended December 31, 2003. During 2001 through 2003 as a result of the
economic downturn, we suffered severe operating losses and negative cash flows
which impaired our liquidity position and caused a default on an underlying
conversion and redemption agreement related to the convertible notes issued in
October 2000. In 2003, Tech Labs' negative cash flow was primarily caused by
operating losses plus the buildup of inventory in anticipation of increased
sales of our high margin proprietary products that did not occur.

During 2003, our inventories increased in order to meet demand for our IDS
sensor and DynaTraX(TM) products. In order that we are able to meet any
anticipated purchase orders from the military, non-military governmental
agencies and private industry, we must carry sufficient inventory.

As a result of operating losses and negative cash flows experienced during
2002 and 2003, Tech Labs has a tenuous liquidity position. If sales do not
improve or alternate financing is not obtained, substantial doubt exists about
Tech Labs' ability to continue as a going concern, even though Tech Labs had a
positive cash flow in 2003 of $110,502.

During 2004, Tech Labs is seeking to negotiate contacts with major computer
technology companies. We believe that long-term agreements with these companies
will provide future growth in our product DynaTraX(TM).

Factors That May Affect Future Events

On August 2, 2002, Tech Labs announced that an Event of Default occurred
under the terms of Tech Labs' outstanding 6.5% convertible notes. Tech Labs 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 dated as of April 19, 2002. In June 2004, Cornell
Capital purchased these convertible notes. The default was cured in October
2003.

In August 2003, we retained a financial advisory firm, Knightsbridge
Holdings, LLC, as a business consultant to assist in a variety of areas relating
our financial, strategic and related development growth. The term of the
engagement is six months and shall automatically renew on a month-to-month
basis, subject to termination by either party with a twenty-four month follow on
period, whereby transactions consummated within the subsequent twenty-four
months following the termination of this agreement the transaction may have fees
due and payable to the financial advisory firm. Pursuant to this agreement,
Knightsbridge has provided general financial services to us and, more
specifically, assisted us in the settlement of the default on our outstanding
convertible notes. This agreement is still in effect.

Historically, we had no patent or copyright protection on our current
products, other than aspects of the DynaTraX(TM) product and technology which
was patented on July 2, 2002. Our ability to compete effectively with other
companies will depend, in part, on our ability to maintain the proprietary
nature of our technologies. Other than with regard to the DynaTraX(TM) patents,
we intend to rely substantially on unpatented, proprietary information and
know-how. We are also presently prosecuting the patent applications filed in the
United States and the European Common Market.

There is a risk that our current products may malfunction and cause loss
of, or error in, data, loss of man hours, damage to, or destruction of,
equipment or delays. Consequently, we as the manufacturer of components,
assemblies and devices may be subject to claims if such malfunctions or
breakdowns occur. We are not aware of any past or present claims against us. We
cannot predict at this time our potential liability if customers make claims
against us asserting that DynatraX(TM), or other products fail to function.
Since we have no insurance we could incur substantial expenses defending
ourselves against a product liability claim.

In connection with the acquisition of the DynaTraX(TM) technology, we
acquired digital switches, finished products and parts from NORDX/CDT. We do not
have insurance on that inventory. Damage or destruction of some or all of the
inventory by fire, theft or by acts of nature would result in substantial losses
and would harm our business.

CAPITAL RESOURCES

Pursuant to the Standby Equity Distribution Agreement, Tech Labs may
periodically sell shares of common stock to Cornell Capital Partners to raise
capital to fund its working capital needs. The periodic sale of shares is known
as an advance. Tech Labs may request an advance every 5 trading days. A closing
will be held 7 trading days after such written notice at which time Tech Labs
will deliver shares of common stock and Cornell Capital Partners will pay the
advance amount, less the 5% retention. Tech Labs may request advances under the
Standby Equity Distribution Agreement once the underlying shares are registered
with the Securities and Exchange Commission. Thereafter, Tech Labs may continue
to request advances until Cornell Capital Partners has advanced $10.0 million or
two years after the effective date of the registration statement, whichever
occurs first. The amount of each advance is subject to an aggregate maximum
advance amount of $300,000 every 7 trading days. The amount available under the
Standby Equity Distribution Agreement is not dependent on the price or volume of
our common stock.

Tech Labs is registering 150,000,000 shares of common stock in connection
with the Standby Equity Distribution Agreement. Tech Labs cannot predict the
actual number of shares of common stock that will be issued pursuant to the
Standby Equity Distribution Agreement, in part, because the purchase price of
the shares will fluctuate based on prevailing market conditions and Tech Labs
has not determined the total amount of advances Tech Labs intends to draw.

Nonetheless, if Tech Labs issued all 150,000,000 shares of common stock
being registered under the Standby Equity Distribution Agreement at a recent
price of $0.06 per share, then Tech Labs would receive gross proceeds of $9.0
million under the Standby Equity Distribution Agreement. This is $1.0 million
less than is available under the Standby Equity Distribution Agreement. Tech
Labs' stock price would have to rise substantially for us to have access to the
full amount available under the Standby Equity Distribution Agreement. These
shares would represent 75% of our outstanding common stock upon issuance.
Accordingly, Tech Labs would need to register additional shares of common stock
in order to fully utilize the $10.0 million available under the Standby Equity
Distribution Agreement at the current price of $0.06 per share. At a recent
price of $0.06 per share, Tech Labs would be required to issue 166,666,667
shares of common stock in order to fully utilize the $10.0 million available.

In June 2004, Tech Labs received commitments to purchase $500,000 of
convertible debentures. Cornell Capital Partners has purchased debentures in the
original principal amount of $250,000, and is obligated to purchase an
additional $250,000 convertible debentures in $25,000 increments every thirty
(30) days, with the balance purchased upon the SEC declaring this registration
statement effective. These debentures accrue interest at a rate of 5% per year
and mature two years from the issuance date. The debentures are convertible at
the holder's option any time up to maturity at a conversion price equal to the
lower of (i) 120% of the closing bid price of the common stock as of the closing
date (ii) 80% of the lowest closing bid price of the common stock for the 5
trading days immediately preceding the conversion date. At maturity, Tech Labs
has the option to either pay the holder the outstanding principal balance and
accrued interest or to convert the debentures into shares of common stock at a
conversion price equal to the lower of (i) 120% of the closing bid price of the
common stock as of the closing date or (ii) 80% of the lowest closing bid price
of the common stock for the 5 trading days immediately preceding the conversion
date. The convertible debentures are secured by all of Tech Labs' assets. Tech
Labs has the right to redeem the debentures upon 30 days notice for 120% of the
amount redeemed. Upon such redemption, Tech Labs will issue the investor a
warrant to purchase 50,000 shares of common stock at an exercise price of 120%
of the closing bid price of the common stock as of the closing date for every
$100,000 of debentures that are redeemed.

On October 13, 2000 Tech Labs completed a $1.5 million dollar financing of
6.5% convertible promissory notes due October 15, 2002. Interest is payable
quarterly in cash or in shares of common stock at the option of the noteholders.
The notes are convertible at a price equal to 85% of the average five lowest bid
prices during the 22 business days immediately preceding the date of conversion
or 85% of the five lowest bid prices during the 22 days prior to conversion,
which ever is lower. As of March 31, 2004, $685,546 of principal and interest on
the convertible notes has been converted into shares of Tech Labs' common stock.

On January 11, 2002, Tech Labs entered into a conversion and redemption
agreement concerning the convertible promissory notes. An Event of Default, as
defined in the 6.5% convertible notes Tech Labs issued in October 2000, occurred
on January 25, 2002, when Tech Labs was unable to make the first payment of
$750,000 to the holders of the notes. On April 19, 2002, Tech Labs successfully
negotiated a cure of the default referenced above. This cure required that Tech
Labs' registration statement, filed with the Securities and Exchange Commission
on April 5, 2002, covering the shares underlying the 6.5% convertible notes, to
have been declared effective on or before June 29, 2002. If the registration
statement was declared effective by such date and Tech Labs made certain
payments described in Tech Labs' report on Form 8-K filed April 25, 2002, the
maturity date of the 6.5% convertible notes would have been extended from
October 13, 2002 to December 30, 2002.

On August 2, 2002, Tech Labs announced that an Event of Default occurred on
the Convertible Notes. Tech Labs 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
Tech Labs had been granted by the noteholders, which had been granted in order
to permit the parties time to negotiate a new agreement.

CONTINGENCIES

In 1997 Tech Labs entered into an exclusive agreement with Elektronik
Apparatebau (EAG), FUA Safety Equipment and WT 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 are to be distributed
according to GAAP and distributed quarterly until 2007, based on pretax profits
in excess of 16% being shared 70% to Tech Labs and 30% to FUA. In addition, FUA
was to receive a 5% royalty based on the cost of any IDS products Tech Labs
manufactures and sells. Since 1997, sales and distributions to FUA have been
$1.5 million and $240,000, respectively. This agreement was terminated and the
unpaid royalties of $13,000 are subject to arbitration.

CRITICAL ACCOUNTING POLICIES

Tech Labs' consolidated financial statements and related public financial
information are based on the application of accounting principles generally
accepted in the United States ("GAAP"). GAAP requires the use of estimates;
assumptions, judgments and subjective interpretations of accounting principles
that have an impact on the assets, liabilities, revenue and expense amounts
reported. These estimates can also affect supplemental information contained in
our external disclosures including information regarding contingencies, risk and
financial condition. We believe our use of estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively applied. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may
differ materially from these estimates under different assumptions or
conditions. We continue to monitor significant estimates made during the
preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our
consolidated financial statements. While all these significant accounting
policies impact its financial condition and results of operations, Tech Labs
views certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on Tech Labs'
consolidated financial statements and require management to use a greater degree
of judgment and estimates. Actual results may differ from those estimates. Our
management believes that given current facts and circumstances, it is unlikely
that applying any other reasonable judgments or estimate methodologies would
cause a material effect on our consolidated results of operations, financial
position or liquidity for the periods presented in this report.

REVENUE RECOGNITION

Tech LABS Inc. recognized all revenues when orders are shipped.

INVENTORIES

Inventories are valued at cost or market, whichever is lower. The FIFO cost
method issued to determine the cost of inventories. At December 31, 2002 and
2003 physical inventories were taken and tested. At December 31, 2002 and 2003,
inventories were written down $500,000 and $250,000. These write downs were for
obsolete and slow moving inventory as determined by company management. No
physical inventory was taken at March 31, 2004.

STOCK BASED COMPENSATION

Beginning in 2002, Tech Labs, Inc. adopted the expense provision of the
statement of Financial Accounting Standards No. 123 and Accounting Principles
Board ("APB") Opinion 25.

Accordingly, all compensation to employees or outside consultants in the
form of common stock awards have been expensed.

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.

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 expense as incurred. The cost of
betterments is capitalized and depreciated at appropriate rates. Upon retirement
or other disposition of property items, cost, and accumulated depreciations 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. In 2003,
the Company sold its state of New Jersey tax loss carry forward for $193,770.

DESCRIPTION OF BUSINESS

GENERAL

HISTORICAL BUSINESS

We also manufacture and sell standard and customized transformers, and
rotary switches, the latter of which products permits an electrical signal to be
diverted from point A to point B. Approximately 10% of our products are
manufactured for military applications.

INDUSTRY

DynaTraX(TM) Networking Management And Maintenance Technology

Tech Labs manufactures, markets, and sells a product that it believes will
create a new paradigm on automating and securing high-tech networks at the
physical layer. Our product, DynaTraX(TM), a patented, high-speed digital matrix
cross-connect switch with a dynamic new technology, can reduce network downtime
and achieve substantial cost savings in data and telecommunications networking
environments. DynaTraX(TM) has the ability to create a critical and meaningful
solution to stop hackers from intruding into networks and, thereby, to thwart
cyber- terrorists. DynaTraX(TM) electronically disconnects a hacker, detected by
Intrusion Detection Software, and reconnects the hacker to a simulated network
within 60 - 90 nanoseconds and allows the user to hold and trace the hacker.

On September 19, 2002, the United States Patent and Trademark Office
published our patent application for the use of our DynaTraX(TM) technology to
provide Positive Network Access Security control to prevent hacker attacks from
causing extensive harm to network services and systems.

Employing this physical layer security solution allows the user/system to
automatically disconnect circuits under attack from an unauthorized user by
quickly rerouting the hacker to a honey pot (track, trace & locate) simulator
network system to capture the intruder. The ability to automate creates a
self-healing environment for next generation robust high-tech communication
network.

The DynaTraX(TM) switch provides network administrators with the unique
capability to remotely manage and maintain the "physical level" (the actual
physical connectivity) of their networks from virtually any computer with a few
clicks of a mouse on a user-friendly graphical user interface (GUI). We believe
that this technology allows administrators to quickly and efficiently perform
physical changes electronically to repair networking problems (such as loss of
connectivity resulting in the need to move a cable to a different hub), or to
perform network reconfigurations (moves, adds or changes) to distribution
equipment such as computers and telecommunications devices. No longer does a
technician have to be dispatched to a telecommunication closet to resolve most
networking problems, or to provide changes to users' existing services on the
network.

Examples of where the DynaTraX(TM) has been found to be cost effective
include: (1) active large remote corporate locations with minimal or no IT
personnel where expensive outside technicians must often be dispatched to
resolve problems or other requests; and (2) locations where very frequent
movement of personnel occurs, such as in the military or at a convention center
where network reconfigurations are frequently required. Reconfigurations are
expensive with costs ranging from $50 to $200 on-site, and two to ten times that
for off-site reconfigurations, versus virtually no cost if a DynaTraX(TM) is
utilized. These figures do not include potential losses in productivity and
revenues associated with extended downtimes.

DynaTraX(TM) is also equipped with two key complementary products - a Test
Card and a Data Base Management System. The Test Card enables administrators to
effectively locate and resolve cable fault problems on the distribution portion
of the network. Customers state that the Test Card is far superior to
alternative methods for diagnosing problems such as traditional cable test
equipment, which typically involves using technicians to search throughout the
entire network, moving equipment and possibly interfering with the performance
of the network. DynaTraX's(TM) Database Management System documents every event
that occurs within the network, assuring that all reconfigurations and other
adaptations to the network are reflected on the DynaTraX's(TM) GUI. Given the
maze of wires, plugs, and jacks that are typically found in a telecommunications
closet, administrators are notorious for not properly noting changes made to the
network, resulting in cabling connections errors and significant loss of
productivity from unforeseen downtime. With most network problems originating on
the physical level, the Test Card and Data Base Management System make the
DynaTraX(TM) a complete tool for managing and ensuring the integrity of data
networks.

Since launching its marketing campaign on a limited basis in early 2001,
the DynaTraX(TM) has been reviewed favorably, particularly from the U.S.
military which frequently moves personnel and performs routine networking
changes for security purposes. DynaTraX(TM) has been tested and purchased by the
U.S. Air Force and the U.S. Navy for inclusion in government projects. Prominent
commercial users of the DynaTraX(TM) include Global Crossing Inc., Allied Irish
Bank, Sanko Telecom of Japan, and Blue Cross of Florida.

Tech Labs' long-term growth strategy includes development of DynaTraX's(TM)
technological capabilities, and, concurrently, product integration and
establishment of strategic partnerships with world-class software and hardware
vendors (especially enterprise management software providers in the short term).
With the use of our newly developed API (Application Programmable Interface),
vendors can write scripts to DynaTraX(TM) allowing automatic reconfiguration.

The Enterprise Management Solutions "DEMS" elevates the current
DynaTraX(TM) electronic patching system to an interactive intelligent enterprise
management "Virtual Technician" system. The Virtual Technician dramatically
reduces the need for on-site technicians to perform physical layer tasks, which
can now be performed electronically from a remote location (i.e., remotely
testing network circuits, reconnecting equipment and circuits, rapidly
recovering from a critical network failure, capturing and trapping hackers). Our
goal is to further enhance the DEMS technology beyond the Virtual Technician
application to a system that will perform "self healing" (self-repair) network
functions. We believe that current and future products derived from the
DynaTraX(TM) will position Tech Labs, we believe, as a provider of
state-of-the-art network enterprise management solution systems. We believe we
will expand from this base to become a recognized provider of enhanced networks
and integrated (voice/data/video) Internet (IP) compatible, private
customer-premise all-digital Automatic Call Directors, and PBX systems and
networks.

COMPETITION

We continue to believe that competition in the sale of our DynaTraX(TM)
products will be on the basis of price, features, service and technical support.
Pricing of our products is based upon obtaining a margin above cost of
production. The margin we will accept varies with quantity and the channels of
distribution.

Competition for network management products comes from several different
sources. One source of competition is the designated employees of large
organizations that have been hired to manage and maintain their internal
networks. However, we believe the growing need to control and reduce costs by
using technology such as DynaTraX(TM) to automate tasks otherwise performed by
expensive technical labor, will provide Tech Labs with market opportunities.

Another group of competitors that produces products to manage and maintain
the network physical layer consists of NHC, RIT and Cyteck. Of these three
companies, NHC is the only one that offers a product comparable to DynaTrax(TM),
but we believe it is not as fast as DynaTraX(TM). In addition, V-LAN switching,
which is a technology utilized by a number of companies, can be regarded as a
competing technology. However, V-LAN switching is limited to a specific type of
network, i.e., Ethernet, and not able to support many tasks which our
DynaTraX(TM) technology is designed to complete.

These tasks are:

o rearranging network physical layer connections, for example moves,
adds, and changes of equipment such as computer terminals, fax
machines and printers;

o testing circuits;

o managing and maintaining end-to-end network configuration, which is
the connection between different points on a network from the
telecommunications closet to the user outlet; and

o maintaining asset inventory records.

We regard V-LAN as complementary to DynaTraX(TM) circuit switching since
they can work together to provide a more comprehensive network
management/maintenance solution. The four competitors all have greater financial
and other resources and currently account for substantially all of the existing
market.

Infrared Intrusion Detection System Or "IDS"

As of January 2003, Tech Labs no longer has the exclusive right to
manufacture and sell in the U.S., Canada, and South America the IDS products.
Tech Labs, however, continues to sell its existing inventory of IDS products to
the security and anti-terrorist industry and is developing its own intrusion
detection system.

MARKETING STRATEGIES

Subject to available resources, we expect to employ a marketing program
consisting of:

Typical Resale Channel Partners. These are technically qualified networking
systems integration, implementation and management type companies, in the
business of providing network project-management consulting services and/or
on-site implementation, installation and maintenance support services. The
companies Tech Labs deals with will be working in the markets (commercial or
government) Tech Labs has targeted and already established a customer base.

Building Sales and Sales Leads. In addition to the already existing
networks of existing and potential clients known by Tech Labs' managers and
resale channel partners, Tech Labs intends to embark on a promotion program
consisting of advertising in trade journals, trade show participation and
mailing campaigns. Tech Labs is attempting to establish itself as a certified
approved partner of large Enterprise Management systems providers, as well as
large networking equipment companies where there is a fit for integrating Tech
Labs' technology with these companies' technologies and products.

Advertising. We intend that this will be a program for both commercial and
military markets involving a focused DynaTraX(TM) Enterprise Management Solution
campaign in trade magazines, including commercial and government oriented trade
magazines.

Trade Shows. Tech Labs hopes to participate in industry and government
focused trade shows.

Mailing Campaign. We intend that Tech Labs intends to use commercial and
government industry mailing lists available through industry trade
organizations. We intend that these lists will be territorially arranged
focusing on the proper person or groups involved in specifying, recommending
and/or purchasing DynaTraX(TM) products.

Certified Partners Programs. Working under such arrangements, Tech Labs
expects to be able to co-promote its technology through its existing sales
channels and marketing programs. In some instances, these organizations will
even sell the product through their sales organization catalogs as a value-added
product or as an OEM.

MARKETING CHANNELS

We intend that the sales infrastructure for DynaTraX(TM) will include, as
funds become available, a three-tier sales organization structure comprised of a
senior company sales executive managing up to six "market area," sales managers
and several resale channels in each area. These market areas will be located in
the following general regions: East Coast, Southwest, Mid West, West Coast, and
Northwest. Market territories will be selected based on the projected number of
commercial and government organizations considered being primary target
customers. We intend that these regional areas will be further broken down to
several "channel sales territories".

We intend that the first market area to be developed will be the East Coast
but due to economic factors and conditions has been delayed. Tech Labs intends
to recommence the build-up of the East Coast region upon sufficient resources
becoming available. The goal is to have a minimum of three regional territory
sales managers in each market area. For example, on the East Coast, Tech Labs
intends to set up managers in the Northeast, New York City/New Jersey Metro
region, Mid-Atlantic - Washington DC region, and Southeast - Orlando/Tampa
Florida region.

U.S. MILITARY

The Department of Defense is presently under a mandate from the President
and Congress to minimize costs and maximize efficiency. We believe that the
military, unlike commercial organizations, will encourage the use of new
technology such as DEMS to improve productivity, operations and reliability. The
specific military business opportunities Tech Labs is targeting includes: o
Improving IT network management and maintenance capabilities;

o supporting "rapid deployment" for configuring networks and for
recovering from network disasters;

o having current and accurate information about network configurations,
connected assets and usage statistics; and

o preventing hackers or other type of unauthorized attempts from gaining
access to network resources, and

o then identifying and capturing them.

NON-MILITARY GOVERNMENT AGENCIES

These government organizations primarily contract out their network support
operations. They are under significant pressure to reduce staff and costs while
also being asked to do more. We believe that, in order to achieve these
mandates, agencies will have to rely on new technology such as DEMS that can
help improve their productivity while at the same time increase network services
and reliability. In addition, government agencies are also being challenged by
Congress regarding their poor track record on protecting their information and
network resources against hackers and other unauthorized users.

COMMERCIAL ORGANIZATIONS

We believe that opportunities include large organizations with many
regional business offices and/or local call centers (remote office operations)
as well as mid-size organizations with medium size headquarters and small remote
branch operations. Included in this group are Fortune 1000 service organizations
(banks, financial investment companies, medical insurance companies, large
retail operations, etc.) that have regional operations and rely on territory
branch offices to sell their products or services to their customers, and
organizations that have a need to change their network arrangement "churn" to
support relocating personal or to service temporary users of their facilities.
In addition to relying on their networks to conduct business, these
organizations also have a need to protect the network resources and customer
information from hackers and other unauthorized users.

SOURCE OF SUPPLY

Current inventory component purchases for all our products are made from
OEMs, brokers, and other vendors. We typically have multiple sources of supply
for each part, component, or service, and during the years ended December 31,
2003, 2002 and 2001, cannot characterize any particular company as being our
"largest" supplier. We have no long-term agreements with any of our suppliers.

ORDER BACKLOG

The backlog of written firm orders for our products and services as of
December 31, 2002, and December 31, 2003, was as follows:

o As of December 31, 2002: $30,015

o As of December 31, 2003: $37,296

PATENTS

In connection with our acquisition of the DynaTraX(TM) assets, we acquired
certain patents and pending patent applications. Four patents have been granted
in Great Britain, which are listed below:

o Patent title: User Interface for Local Area Network. This patent
covers technology that allows communication between the user and the
equipment controlling the network. This patent expires in 2013.

o Patent title: Token Ring. This patent covers technology that transmits
information between devices on a network. This patent expires in 2013.

o Patent title: Half Duplex Circuit for Local Area Network. This patent
covers technology that allows one-way communication either to or from
the Local Area Network. This patent expires in 2013.

o Patent title: Matrix Switch Arrangement. This patent covers technology
that is a switch that can either connect or disconnect one or more
devices on a network. This patent expires 2015.

We also have been granted a patent from the U.S. Patent and Trademark
office in connection with our Multi-protocol Cross Connect Switch.

On September 19, 2002, the U.S. Patent Office published our patent
application for the use of our DynaTraX(TM) technologies to provide Positive
Network Access Security control to prevent an unauthorized hacker attack to
network services and systems. Tech Labs Positive Access Security System works
with the DynaTraX(TM) digital cross-connect physical layer switch. This security
physical layer enhancement solution allows the ability to automatically
disconnect circuits detected to be under attack from an unauthorized user
(hacker) and capture the hacker by quickly rerouting the circuit the hacker is
on to a honey pot (track, trace and locate) simulator network system. As an
integral part of an existing or new Enterprise Management System's security, the
DynaTraX(TM) Enterprise Management System software will quickly respond to an
SNMP alarm instruction by having the DynaTraX(TM) switch disconnect the circuit
being used by a hacker within 90 nanoseconds.

EMPLOYEES

We have three full-time employees, one of whom is an engineer and two
are officers, one of whom is also an engineer. We also employ eight part-time
workers, one of whom performs clerical services and the others as production
workers.

MANAGEMENT

Our directors and officers are as follow:

NAME AND ADDRESS AGE POSITION
- ------------------------ --- -------------------------------------------
Bernard M. Ciongoli 57 President, Chief Executive Officer, Chief
Financial Officer and Director

Earl M. Bjordal 52 Vice President and Director

Carmine O. Pellosie, Jr. 61 Secretary and Director

Below are biographies of our executive officers:

Bernard M. Ciongoli is our President, Chief Executive Officer, Chief
Financial Officer and a Director. Mr. Ciongoli became our president and a
director in late 1992, and became Treasurer in 1998. From 1990 through 1991 he
served as president of HyTech Labs, a company engaged in sales and servicing of
electronic test equipment. During the years of 1987 to 1990, he acted as the
principal owner and President of Bernco Developers, a real estate developer. Mr.
Ciongoli holds a degree in electronic engineering from Paterson Institute of
Technology.

Earl M. Bjorndal is our Vice President and a Director. Mr. Bjorndal has
been with us in various capacities since 1981. He has been a director since
1985, and became a vice president in 1992. He is a graduate of the New Jersey
Institute of Technology with both bachelor's and master's degrees in industrial
engineering.

Carmine O. Pellosie, Jr. is our Secretary and a Director. Mr. Pellosie has
been a director since the formation of Tech Logistics, Inc. in 1997 and has been
our secretary since April 1999. Since January 1, 1999, he has been the
Controller of the Passaic County Department of Health and Human Services. Prior
to January 1999, he was, for more than five years, president of International
Logistics, Inc.

There are no family relationships among directors, executive officers or
persons nominated to become directors of executive officers.

Tech Labs' success depends, to a large extent, upon the continued efforts
of Bernard M. Ciongoli, our president and chief executive officer. Mr. Ciongoli
has an intricate understanding of Tech Labs, its business operations, and the
technology underlying its products. It would be very difficult for Tech Labs to
replace Mr. Ciongoli, and, accordingly, the loss of his services would be
detrimental to our operations. We do not have key-man life insurance on Mr.
Ciongoli. We do, though, have an employment agreement with Mr. Ciongoli.

Expansion of our business, upon resources becoming available, will require
additional managers and employees with industry experience. In general, only
highly qualified managers have the necessary skills to develop and market our
products and provide our services. Competition for skilled management personnel
in the industry is intense, which may make it more difficult and expensive to
attract and retain qualified managers and employees. Expansion of our business,
upon available resources, will likely also require additional non-employee board
members with business and industry experience. We do not, however, have
directors' and officers' liability insurance, which may limit our ability to
attract qualified non-employee board members.

DIRECTOR COMPENSATION

Our directors are not compensated for service on the Board.

COMMITTEES OF THE BOARD OF DIRECTORS

Tech Labs Board of Directors serves as the audit committee. The Board of
Directors does not have a "financial expert" due to the lack of capital needed
to attract a qualified expert.

EXECUTIVE COMPENSATION

Summary Compensation Table. The following summary compensation table shows
certain compensation information for services rendered in all capacities for the
years ended December 31, 2003, 2002 and 2001. Other than as set forth herein, no
executive officer's cash salary and bonus exceeded $100,000 in any of the
applicable years. The following information includes the dollar value of base
salaries, bonus awards, the value of restricted shares issued in lieu of cash
compensation and certain other compensation, if any, whether paid or deferred:

ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------- -------------------------------------------------------
RESTRICTED
STOCK
NAME & OTHER ACCRUED AWARDS IN LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION US$ OPTIONS/SARS PAYOUTS COMPENSATION
- ------------------ ---- --------- ------ ------------- ----------- ------------ -------- ------------

Bernard M. Ciongoli 2003 * -- -- -- -- -- --
President, CEO 2002 $132,500* -- -- -- -- -- --
and CFO 2001 $135,000 -- -- -- 600,000 -- --

- ------------
* Pursuant to the terms of Mr. Ciongoli's employment agreement with Tech
Labs, Mr. Ciongoli was entitled to a salary of $150,000 in 2002 and 2003.
Because of our financial difficulties, Mr. Ciongoli elected not to receive
all of his salary in 2002. Since January 1, 2003, Mr. Ciongoli, moreover,
has elected not to receive any salary because of our current financial
difficulties. Mr. Ciongoli's unpaid salary is being accrued and shall be
paid upon our obtaining adequate resources.

EMPLOYMENT AGREEMENT

Tech Labs has entered into an employment agreement for a term of five years
with Mr. Ciongoli, dated as of August 1, 2001, which agreement supersedes the
employment agreement that was in effect with Mr. Ciongoli dated October 1, 1998,
as amended June 18, 1999, and February 21, 2001. Mr. Ciongoli is compensated
under the terms of the employment agreement at the base salary rate of $150,000
per annum. Mr. Ciongoli is also entitled to receive two percent of our sales in
excess of $1,000,000 during any year he is employed by us. In addition, Mr.
Ciongoli was granted an option, exercisable for five years from the date of
grant, to purchase up to 500,000 shares of stock at $.43 per share, which option
vests in increments of 100,000 shares every six months since February 1, 2002.
The agreement is automatically renewable for three years unless either party
terminates the agreement in writing at least 180 days prior to the expiration of
the initial term period.

In addition, in 2001, we granted to Mr. Ciongoli an option to purchase up
to 100,000 shares under our 1996 stock option plan exercisable for five (5)
years at $0.9625 per share which vested over a period of two (2) years. In 2000,
we granted to Mr. Ciongoli (i) a non-plan option in consideration and in
recognition of his services to Tech Labs to purchase up to 139,000 shares
exercisable over five (5) years at $2.4375, which vested over the course of
three (3) years from the date of grant; and (ii) an option to purchase up to
111,000 shares of common stock under our 1996 stock option plan exercisable for
five (5) years at $2.68125 per share, which vests over a period of three (3)
years.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets forth the securities that have been authorized
under equity compensation plans as of December 31, 2003.

NUMBER
OF SECURITIES
REMAINING
AVAILABLE
NUMBER FOR FUTURE
OF SECURITIES ISSUANCE
TO BE ISSUED WEIGHTED-AVERAGE UNDER EQUITY
UPON EXERCISE EXERCISE PRICE COMPENSATION PLANS
OF OUTSTANDING OF OUTSTANDING (EXCLUDING
OPTIONS, OPTIONS, SECURITIES
WARRANTS AND WARRANTS AND REFLECTED
RIGHTS RIGHTS IN COLUMN (a))
-------------- --------------- -----------------
(a) (b) (c)
- -------------------------------------------------------- -------------- --------------- -----------------

Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders 0 $0 0
-------------- --------------- -----------------
TOTAL

OPTIONS

Options granted to Mr. Ciongoli are set forth in the following table:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

NO. OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS GRANTED EXERCISE
OPTIONS/SARS GRANTED TO EMPLOYEES OR BASE PRICE
NAME (#) IN FISCAL YEAR ($/SH) EXPIRATION DATE
- -------------------- --------------------- -------------------- -------------- -------------------

Bernard Ciongoli None None None None

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

NO. OF SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
SHARES ACQUIRED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
ON EXERCISE VALUE REALIZED AT FY-END AT FY-END
NAME (#) ($) (#) ($)
- -------------------- ----------------- --------------- ------------------- -------------------------

Bernard Ciongoli None None 600,000 *36,000

at current market value

DESCRIPTION OF PROPERTY

Our corporate headquarters and manufacturing facility is located in North
Haledon, New Jersey. Our primary manufacturing and office facility is a
one-story building that is adequate for our current needs. We lease this
facility of 8,000 square feet, from a non-affiliated person, under a lease that
ends in April 2007. The annual base rent is $56,400 until April 2004, $57,600
from May 2004 until April 2006, and $58,800 from May 2006 until April 2007, and
includes property taxes and other adjustments. We believe our premises are
adequate for our current needs and that if and when additional space is
required, it would be available on acceptable terms.

We are an integrated manufacturer and, accordingly, except for plastic
moldings and extrusions, produce nearly all major subassemblies and components
of our devices from raw materials. We purchase certain components from outside
sources and maintain an in-house, light machine shop allowing fabrication of a
variety of metal parts and castings, complete tool room for making and repairing
dies, a stamping shop and an assembly shop with light assembly presses. Our test
lab checks and tests our products at various stages of assembly and each
finished product undergoes a complete test prior to shipment.

We anticipate that we will either manufacture any new products ourselves or
subcontract their manufacture, in whole or in part, to others. We believe that
personnel, equipment, and/or subcontractors will be readily available as and
when needed.

We offer warranties on all our current products, including parts and labor
for one year.

LEGAL PROCEEDINGS

We are involved in a lawsuit arising from a letter of intent relating to a
small potential transaction we did not complete because we believed there were
misrepresentations made to us. A former employee of Tech Labs filed the suit
against us in 1995. We believe that the outcome is likely to be favorable, but
that our maximum liability if we do not prevail would be $30,000. The suit was
transferred to arbitration, but the arbitrator never issued a ruling because the
plaintiff never paid the arbitration fee.

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, and believes it is covered for the accident by its insurance policy.

A lawsuit was filed against a subsidiary of Tech Labs, Tech Labs Community
Networks, Inc. ("TLCN"), in the Superior Court of New Jersey, Passaic County, on
February 20, 2003, claiming that the plaintiff delivered certain goods and
services to TLCN and is owed $23,856, plus interest and attorney fees. We
disagree that any goods or services were contracted to be provided by the
plaintiff, and believe we will prevail in this litigation.

On or about November 1, 2003, we were served with a lawsuit filed by W. T.
Sports Limited, Salvatore Griscifi, a former Director, and Edward Branca, a
former employee. We have filed a response and counter-claim. The first claim
involving Salvatore Griscifi and Mr. Branca has been settled. The second claim
is in the process of being settled. The last claim with W. T. Sports Limited is
going to arbitration, which is mandatory pursuant to a written agreement entered
into between the parties in 1987. We believe W. T. Sports Limited will owe us in
excess of the plaintiff's claim.

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, quantum
meruit, and unjust enrichment. To date we have not been served with this
lawsuit. We disagree with the amount of the unpaid balance owed to the plaintiff
and are attempting to negotiate a settlement of the amount owed.

PRINCIPAL STOCKHOLDERS

The following table contains information about the beneficial ownership of
our common stock as of August 3, 2004, for:

(i) each person who beneficially owns more than five percent of our common
stock;

(ii) each of our directors;

(iii) the named executive officers; and

(iv) all directors and executive officers as a group.

COMMON STOCK
BENEFICIALLY OWNED
-------------------------------
NAME/ADDRESS TITLE OF CLASS AMOUNT PERCENTAGE (1)
---------------------------------- -------------- ----------- --------------

Bernard M. Ciongoli Common Stock 11,625,500 21.0%
955 Belmont Avenue
North Haledon, NJ 07508

Earl Bjorndal Common Stock 5,298,184 9.6%
955 Belmont Avenue
North Haledon, NJ 07508

Carmine O. Pellosie, Jr. Common Stock 40,000 *
955 Belmont Avenue
North Haledon, NJ 07508
----------- --------------
Officers and directors as a group 16,963,684 30.6%
=========== ==============
Cornell Capital Partners, LP Common Stock 6,143,611 9.9%
101 Hudson Street, Suite 3700
Jersey City, New Jersey 07302

- ---------------

* Less than one percent.
(1) Applicable percentage of ownership is based on 55,354,001 shares of common
stock outstanding as of August 3, 2004, for each stockholder. Beneficial
ownership is determined in accordance within the rules of the Commission
and generally includes voting of investment power with respect to
securities. Shares of common stock subject to securities exercisable or
convertible into shares of common stock that are currently exercisable or
exercisable within 60 days of August 3, 2004, are deemed to be beneficially
owned by the person holding such options for the purpose of computing the
percentage of ownership of such persons, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We are not party to any related party transactions.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

Tech Labs' common stock is traded on the Over-the-Counter Bulletin Board
under the symbol "TCHL". The following table sets forth, for the periods
indicated, the high and low bid prices of a share of common stock for the last
two years. The quotations reflect inter-dealer prices, without mark-ups,
mark-downs, or conversions, and may not represent actual transactions.

HIGH BID LOW BID
------------ ------------
2003
Quarter Ended December 31, 2003 $0.14 $0.02
Quarter Ended September 30, 2003 $0.05 $0.01
Quarter Ended June 30, 2003 $0.03 $0.01
Quarter Ended March 31, 2003 $0.05 $0.01

2002
Quarter Ended December 31, 2002 $0.12 $0.02
Quarter Ended September 30, 2002 $0.16 $0.025
Quarter Ended June 30, 2002 $0.28 $0.16
Quarter Ended March 31, 2002 $0.50 $0.16

HOLDERS OF COMMON EQUITY

At August 3, 2004, there were approximately 375 of record of our common
stock.

DIVIDENDS

Tech Labs has never paid any dividends on its capital stock. Tech Labs
currently expects that it will retain future earnings for use in the operation
and expansion of its business and does not anticipate paying any cash dividends
in the foreseeable future. Any decision on the future payment of dividends will
depend on our earnings and financial position at that time and such other
factors as the Board of Directors deems relevant.

RECENT SALES OF UNREGISTERED SECURITIES

On July 28, 2004 we issued 350,000 shares to Dennis Menchino pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Menchino for services rendered. The issuance of the
shares was excempt from registration under the Securities Act pursuant to
Section 4(2) thereof.

On July 28, 2004 we issued 250,000 shares to David Weiner pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Weiner for services rendered. The issuance of the
shares was excempt from registration under the Securities Act pursuant to
Section 4(2) thereof.

On July 1, 2004 we issued 60,737 shares to Knightsbridge Holdings, LLC,
pursuant to an agreement with the Company. The issuance of the shares was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof.

On June 30, 2004 we issued 685,312 shares to Phoenix Capital Partners
pursuant to an Engagement Agreement between Tech Laboratories, Inc. and
Knightsbridge Holdings, LLC. Knightsbridge assigned such shares to Phoenix
Capital Partners. The issuance of the shares was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof.

On June 30, 2004 we issued 1,264,871 shares to Advantage Fund I, LLC
pursuant to an Engagement Agreement between Tech Laboratories, Inc. and
Knightsbridge Holdings, LLC. Knightsbridge assigned these shares to Advantage
Fund I, LLC. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On June 30, 2004 we issued 1,264,872 shares to Knightsbridge Holdings, LLC.
Such shares were issued pursuant to an Engagement Agreement between Tech
Laboratories, Inc. and Knightsbridge Holdings, LLC. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On June 30, 2004 we issued 449,604 shares to Cornell Capital Partners, LP
pursuant to a Convertible Note issued October 2000. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On June 16, 2004 we issued 3,125,000 shares to Cornell Capital Partners, LP
pursuant to a $350,000 commitment fee owed by Tech Laboratories, Inc. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof.

On June 16, 2004 we issued 91,912 shares to Newbridge Securities, LP
pursuant to a $350,000 commitment fee owed by Tech Laboratories, Inc. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof.

On June 2, 2004 we issued 448,430 shares to Cornell Capital Partners, LP
pursuant to a Convertible Note issued October 2000. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On May 27, 2004 we issued 108,962 shares to Esquire Trade & Finance
pursuant to a Convertible Note issued October 2000. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On May 19, 2004 we issued 300,000 shares to Alexly Resources, LLC pursuant
to an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Alexly Resources, LLC for services rendered. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof.

On May 19, 2004 we issued 300,000 shares to Chris Knapp pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Knapp for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On May 19, 2004 we issued 200,000 shares to Ed Meyer pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Meyer for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On May 19, 2004 we issued 150,000 shares to David Ryan pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Ryan for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On May 19, 2004 we issued 200,000 shares to Frank Manfredi pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Manfredi for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On May 19, 2004 we issued 200,000 shares to Lima Capital pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Lima Capital for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On May 19, 2004 we issued 400,000 shares to Churchill Investments pursuant
to an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Churchill Investments for services rendered. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof.

On April 23, 2004 we issued 2,000,000 shares to Bernard C. Ciongoli, a
director of Tech Laboratories, Inc., in consideration for services rendered to
the Company. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On April 23, 2004 we issued 2,000,000 shares to Lorraine A. Ciongoli
pursuant to Bernard Ciongoli's request to assign such shares received in
consideration for services to Tech Laboratories, Inc. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On April 23, 2004 we issued 2,000,000 shares to Melissa A. Ciongoli
pursuant to Bernard Ciongoli's request to assign such shares received in
consideration for services to Tech Laboratories, Inc. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On April 23, 2004 we issued 6,000,000 shares to Earl Bjorndal, a director
of Tech Laboratories, Inc., in consideration for services rendered to the
Company. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On April 23, 2004 we issued 50,000 shares to Edward Branca, a consultant to
Tech Laboratories, Inc., in consideration for services rendered to the Company.
The issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof.

On April 14, 2004 we issued 2,128,778 shares to Shmuli Margolies The
Endeavor Capital Investment Fund pursuant to a Convertible Note issued October
2000. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On April 14, 2004 we issued 60,000 shares to Peter Nasca pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Nasca for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On April 2, 2004 we issued 250,000 shares to Advantage Fund I, LLC pursuant
to a Convertible Note issued October 2000. The issuance of the shares was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof.

On April 2, 2004 we issued 250,000 shares to Triple Crown Consulting
pursuant to a Convertible Note issued October 2000. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On March 10, 2004 we issued 100,000 shares to Dennis Mancino pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Mancino for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On March 10, 2004 we issued 100,000 shares to David Weiner pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Weiner for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On February 23, 2004 we issued 4,000,000 shares to Bernard Ciongoli, a
director of Tech Laboratories, Inc., in consideration for services to the
Company. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On February 23, 2004 we issued 2,000,000 shares to Earl Bjorndal, a
director of Tech Laboratories, Inc., in consideration for services to the
Company. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On February 23, 2004 we issued 25,000 shares to Eric Jacobsen pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Jacobsen for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On February 23, 2004 we issued 50,000 shares to Leslie Pozner pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Ms. Pozner for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On February 19, 2004 we issued 240,000 shares to Alexly Resources, LLC
pursuant to an agreement with Triple Crown Consulting, Inc. Triple Crown
Consulting, Inc. assigned such shares to Alexly Resources, LLC for services
rendered. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On February 16, 2004 we issued 765,561 shares to Celeste Trust Reg pursuant
to a Convertible Note issued October 2000. The issuance of the shares was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof.

On February 16, 2004 we issued 956,924 shares to Esquire Trade & Finance
pursuant to a Convertible Note issued October 2000. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On February 16, 2004 we issued 648,711 shares to Shmuli Margolies The
Endeavor Capital Investment Fund pursuant to a Convertible Note issued October
2000. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On February 9, 2004 we issued 220,000 shares to Phoenix Capital Partners,
LLC pursuant to an agreement with Triple Crown Consulting, Inc. Triple Crown
Consulting, Inc. assigned such shares to Phoenix Capital Partners, LLC for
services rendered. The issuance of the shares was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof.

On February 5, 2004 we issued 130,000 shares to Bradford Barker pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Bradford Barker for services rendered. The issuance of
the shares was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof.

On February 5, 2004 we issued 150,000 shares to Desert Son Typesetting &
Design pursuant to an agreement with Triple Crown Consulting, Inc. Triple Crown
Consulting, Inc. assigned such shares to Desert Son Typesetting & Design for
services rendered. The issuance of the shares was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof.

On February 5, 2004 we issued 500,000 shares to Triple Crown Consulting,
Inc. pursuant to its agreement with Tech Laboratories, Inc. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On January 13, 2004 we issued 150,000 shares to Penson Financial Services,
Inc. fbo Desert Son pursuant to an agreement with Triple Crown Consulting, Inc.
Triple Crown Consulting, Inc. assigned such shares to Penson Financial Services,
Inc. fbo Desert Son for services rendered. The issuance of the shares was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof.

On January 13, 2004 we issued 100,000 shares to Nathan Schlesinger pursuant
to an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Schlesinger for services rendered. The issuance of
the shares was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof.

On January 13, 2004 we issued 130,000 shares to David Ryan pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Ryan for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On January 13, 2004 we issued 55,000 shares to Gerald Steven Turner
pursuant to an agreement with Triple Crown Consulting, Inc. Triple Crown
Consulting, Inc. assigned such shares to Mr. Turner for services rendered. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof.

On January 12, 2004 we issued 949,961 shares to Shmuli Margolies The
Endeavor Capital Investment Fund SA pursuant to its Convertible Note with Tech
Laboratories, Inc. dated October 2000. The issuance of the shares was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof.

On January 12, 2004 we issued 1,414,071 shares to Celeste Trust Reg. Such
shares were issued pursuant to its Convertible Note with Tech Laboratories, Inc.
dated October 2000. The issuance of the shares was exempt from registration
under the Securities Act pursuant to Section 4(2) thereof.

On January 12, 2004 we issued 1,414,071 shares to Esquire Trade & Finance.
Such shares were issued pursuant to its Convertible Note with Tech Laboratories,
Inc. dated October 2000. The issuance of the shares was exempt from registration
under the Securities Act pursuant to Section 4(2) thereof.

On December 16, 2003 we issued 100,000 shares to Pierre Bergeron, an
employee of Tech Laboratories, Inc., in consideration for services to the
Company. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

On December 12, 2003 we issued 150,000 shares to David Weiner pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Weiner for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On December 12, 2003 we issued 125,000 shares to Dennis Mancini pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Mancini for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On December 12, 2003 we issued 158,000 shares to Frank Manfredi pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Manfredi for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On December 12, 2003 we issued 1,750,000 shares to Phoenix Capital
Partners, LLC pursuant to an Engagement Agreement between Tech Laboratories,
Inc. and Knightsbridge Holdings, LLC. Knightsbridge assigned such shares to
Phoenix Capital Partners, LLC. The issuance of the shares was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof.

On November 5, 2003 we issued 31,250 shares to Alfred F. Ayme and Martha
Ayme in consideration for services rendered to the Company. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On November 5, 2003 we issued 31,250 shares to Reynaldo A. Martinez and
Janet Martinez in consideration for their services rendered to the Company. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof.

On November 5, 2003 we issued 62,250 shares to Nellie Bloom in
consideration for her services rendered to the Company. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On October 30, 2003 we issued 150,000 shares to Bradford Barker pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Barker for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On October 27, 2003 we issued 200,000 shares to Ed Meyer pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Meyer for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On October 21, 2003 we issued 200,000 shares to Frank Manfredi pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Manfredi for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On October 21, 2003 we issued 200,000 shares to Lima Capital pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Lima Capital for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On October 10, 2003 we issued 400,000 shares to Daniell Forigno pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Ms. Forigno for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On October 2, 2003 we issued 600,000 shares to Frank Manfredi pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Manfredi for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof. Such shares were subsequently cancelled by mutual agreement of the
parties.

On October 2, 2003 we issued 400,000 shares to Chris Knapp pursuant to an
agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Mr. Knapp for services rendered. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On October 2, 2003 we issued 60,000 shares to Lil Cobble Corp. pursuant to
an agreement with Triple Crown Consulting, Inc. Triple Crown Consulting, Inc.
assigned such shares to Lil Cobble Corp for services rendered. The issuance of
the shares was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof.

On October 2, 2003 we issued 650,000 shares to Triple Crown Consulting,
Inc. pursuant to its agreement with Tech Laboratories, Inc. The issuance of the
shares was exempt from registration under the Securities Act pursuant to Section
4(2) thereof.

On October 9, 2003 we issued 5,000,000 shares to Bernard C. Ciongoli, a
director of Tech Laboratories, Inc, in consideration for the assignment to
Triple Crown Consulting, Inc. for back payroll owed of $50,000 for services
rendered in 2001, 2002 and 2003. The issuance of the shares was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof.

On October 9, 2003 we issued 1,000,000 shares to Earl Bjorndal, a director
of Tech Laboratories, Inc., in consideration for the assignment to Triple Crown
Consulting, Inc. for back payroll owed of $10,000 for services rendered in 2001,
2002 and 2003. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

In April 2001, we issued 10,000 shares to Pierre Bergeron, an employee of
Tech Laboratories, Inc., in consideration for services to the Company. The
issuance of the shares was exempt from registration under the Securities Act
pursuant to Section 4(2) thereof.

In April 2001, we issued 27,465 shares to Concurrent Resources Group, a
consultant to Tech Laboratories, Inc. The issuance of the shares was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof.

In May 2004, we entered into an Standby Equity Distribution Agreement with
Cornell Capital Partners, L.P. Pursuant to the Standby Equity Distribution
Agreement, we may, at our discretion, periodically sell to Cornell Capital
Partners shares of common stock for a total purchase price of up to $10.0
million. For each share of common stock purchased under the Standby Equity
Distribution Agreement, Cornell Capital Partners will pay Tech Labs 98% of the
lowest closing bid price of our common stock on the Over-the-Counter Bulletin
Board or other principal market on which our common stock is traded for the 5
days immediately following the notice date. Further, Cornell Capital Partners
will retain a fee of 5% of each advance under the Standby Equity Distribution
Agreement. In connection with the Standby Equity Distribution Agreement, Cornell
Capital Partners received a commitment fee of $340,000, payable by the issuance
of 3,125,000 shares of common stock. We are registering 150,000,000 shares in
this offering that may be issued under the Standby Equity Distribution
Agreement, together with the 3,125,000 shares issued as a commitment fee.

Cornell Capital Partners beneficially owns debentures in the original
principal amount of $250,000, and is obligated to purchase an additional
$250,000 convertible debentures in $25,000 increments every thirty (30) days,
with the balance purchased upon the SEC declaring this registration statement
effective. The debentures are convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of (i) 120% of the closing bid
price of the common stock as of the closing date (ii) 80% of the lowest closing
bid price of the common stock for the 5 trading days immediately preceding the
conversion date. At maturity, Tech Labs has the option to either pay the holder
120% of the outstanding principal balance and accrued interest or to convert the
debentures into shares of common stock at a conversion price equal to the lower
of (i) 120% of the closing bid price of the common stock as of the closing date
or (ii) 80% of the lowest closing bid price of the common stock for the lowest
trading days of the 5 trading days immediately preceding the conversion date.
The convertible debentures are secured by all of Tech Labs' assets. In the event
the debentures are redeemed, then Tech Labs will issue to Cornell a warrant to
purchase 50,000 shares for every $100,000 redeemed at an exercise price equal to
120% of the closing bid price of the common stock as of the closing date. Tech
Labs is registering in this offering 31,250,000 shares of common stock
underlying the convertible debentures.

With respect to the sale of unregistered securities referenced above, all
transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 (the "1933 Act"), and Regulation D promulgated under the
1933 Act. In each instance, the purchaser had access to sufficient information
regarding Tech Labs so as to make an informed investment decision. More
specifically, Tech Labs had a reasonable basis to believe that each purchaser
was an "accredited investor" as defined in Regulation D of the 1933 Act and
otherwise had the requisite sophistication to make an investment in Tech Labs'
securities.

DESCRIPTION OF SECURITIES

GENERAL

Tech Labs' authorized capital consists of 250,000,000 shares of common
stock, par value $0.01 per share. At August 3, 2004, there were 55,354,001
outstanding shares of common stock and no outstanding shares of preferred stock.
Set forth below is a summary description of certain provisions relating to Tech
Labs' capital stock contained in its Articles of Incorporation and By-Laws. The
summary is qualified in its entirety by reference to Tech Labs' Articles of
Incorporation and By-Laws.

COMMON STOCK

Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so, elect all of the directors. In the event of a voluntary of
involuntary liquidation, all stockholders are entitled to a pro rata
distribution after payment of liabilities and after provision has been made for
each class of stock, if any, having preference over the common stock. The
holders of the common stock have no preemptive rights with respect to future
offerings of shares of common stock. Holders of common stock are entitled to
dividends if, as and when declared by the Board out of the funds legally
available therefore. It is Tech Labs' present intention to retain earnings, if
any, for use in its business. The payment of dividends on the common stock is,
therefore, unlikely in the foreseeable future.

TRANSFER AGENT

Our transfer agent is Olde Monmouth Stock Transfer Co., Inc. 77 Memorial
Parkway, Suite 101, Atlantic Highlands, New Jersey 07716.

LIMITATION OF LIABILITY: INDEMNIFICATION

Our Articles of Incorporation include an indemnification provision under
which we have agreed to indemnify directors and officers of Tech Labs to fullest
extent possible from and against any and all claims of any type arising from or
related to future acts or omissions as a director or officer of Tech Labs.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION

Authorized and Unissued Stock. The authorized but unissued shares of our
common are available for future issuance without our stockholders' approval.
These additional shares may be utilized for a variety of corporate purposes
including but not limited to future public or direct offerings to raise
additional capital, corporate acquisitions and employee incentive plans. The
issuance of such shares may also be used to deter a potential takeover of Tech
Labs that may otherwise be beneficial to stockholders by diluting the shares
held by a potential suitor or issuing shares to a stockholder that will vote in
accordance with Tech Labs' Board of Directors' desires. A takeover may be
beneficial to stockholders because, among other reasons, a potential suitor may
offer stockholders a premium for their shares of stock compared to the
then-existing market price.

EXPERTS

The consolidated financial statements as of and for the years ended
December 31, 2003 and 2002 included in the Prospectus have been audited by
Charles J. Birnberg, independent certified public accountant, to the extent and
for the periods set forth in their report (which contains an explanatory
paragraph regarding Tech Labs' ability to continue as a going concern) appearing
elsewhere herein and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Anslow & Jaclin, LLP, will pass upon the validity of the shares of common
stock offered hereby for us.

HOW TO GET MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act with respect to the securities
offered by this prospectus. This prospectus, which forms a part of the
registration statement, does not contain all the information set forth in the
registration statement, as permitted by the rules and regulations of the
Commission. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document that we have filed as an exhibit to the registration statement
are qualified in their entirety by reference to the to the exhibits for a
complete statement of their terms and conditions. The registration statement and
other information may be read and copied at the Commission's Public Reference
Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.

Report of independent certified public accountants F-1

Consolidated balance sheet for the years ended December 31, 2003,
2002, and First Quarter 2004 F-2, F-3

Consolidated statements of operations for the years ended
December 31, 2003, 2002, and First Quarter 2004 F-4

Consolidated statements of stockholders' equity for the years ended
December 31, 2003, 2002, and First Quarter 2004 F-5

Consolidated statements of cash flows for the years ended
December 31, 2003, 2002, and First Quarter 2004 F-6

Notes to consolidated financial statements F-7 - F-9

F-i

TECH LABORATORIES, INC.

REPORT OF INDEPENDENT AUDITORS

Charles J. Birnberg, CPA
72 Rolling Views, Drive
West Paterson, New Jersey 07424

April 14, 2004

To The Board of Directors of Tech Laboratories, Inc.

I have audited the Balance Sheets of Tech Laboratories, Inc. as of December 31,
2002, and 2003, and the related Statements of Income and Retained Earnings, and
Cash Flows for the years then ended. These financial statements are the
responsibility of the company's management.

The audits were conducted in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that the audits provide a reasonable basis for my opinion.

Therefore, the financial statements in my opinion, present fairly the financial
position of Tech Laboratories, Inc. as of December 31, 2002, and 2003, and the
results of operations and cash flows for the years then ended in conformity with
generally accepted accounting principles.

Sincerely,

/s/ Charles J. Birnberg
- --------------------------------------
Charles J. Birnberg
Certified Public Accountant

West Paterson, New Jersey

F-1

TECH LABORATORIES, INC.
BALANCE SHEETS
DECEMBER 31, 2002, 2003 AND MARCH 31, 2004

ASSETS

THREE MONTHS
ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
2002 2003 2004
------------ ------------ ------------

Current Assets:
Cash $ 28,343 $ 138,845 $ 46,199
Marketable Securities,
(Note 1) 40,000 40,000 40,000

Accounts Receivable, Net of
Allowance of $25,000 6,144 11,107 17,555
Inventories (Notes 1 & 2) 1,735,633 1,249,777 1,326,785
Prepaid Expense 6,303 6,303 6,303
------------ ------------ ------------
Total Current Assets $ 1,816,423 $ 1,446,032 $ 1,436,842
------------ ------------ ------------
Property, Plant and Equipment
at Cost (Note 1)
Leasehold Improvements 2,247 2,247 2,247
Machinery, Equipment and Instruments 600,000 607,987 607,987
Furniture and Fixtures 109,281 110,893 110,140
------------ ------------ ------------
$ 711,598 $ 721,127 $ 720,374

Less: Accumulated Depreciation &
Amortization 403,101 427,909 432,796
------------ ------------ ------------
Net, Property, Plant and Equipment $ 308,497 $ 293,218 287,578
------------ ------------ ------------
Other Assets $ 12,059 $ 12,059 12,059
------------ ------------ ------------
Total Assets $ 2,136,979 $ 1,751,309 $ 1,736,479
============ ============ ============

The accompanying notes are an integral part of these financial statements

F-2

TECH LABORATORIES, INC.
BALANCE SHEETS
DECEMBER 31, 2002, 2003 AND MARCH 31, 2004

LIABILITIES AND STOCKHOLDERS' INVESTMENT

December 31, December 31, March 31,
2002 2003 2004
------------ ------------ ------------
Current Liabilities:
Convertible Notes $ 1,151,756 $ 1,480,785 $ 1,187,369
Current Portion of Long Term
Debt (Note 5) 31,713 30,392 30,044
Short-Term Loans Payable (Note 6) 56,815 55,449 50,450
Accounts Payable and Accrued Expenses 141,915 175,000 125,229
Other Liabilities 76,922 3,908 87,692
------------ ------------ ------------
Total Current Liabilities $ 1,459,121 $ 1,745,534 $ 1,480,784
------------ ------------ ------------
Stockholders' Investment:
Common Stock, $.01 Par Value;
25,000,000 Shares Authorized in
2002, 2003; 250,000,000 Shares
Authorized in 2004; 5,522,416
Shares Outstanding in 2002;
18,045,376 Shares Outstanding in
2003;
and 34,082,719 Shares Outstanding
in 2004 $ 49,848 $ 175,143 $ 335,517
Less: 15,191 Shares Reacquired
and Held in Treasury (113) (113) (113)
------------ ------------ ------------
$ 49,735 $ 175,030 $ 335,404
Capital Contributed in Excess
of Par Value 4,445,275 4,480,381 4,730,704
Retained Earnings 0 0 0
Accumulated Deficit (3,817,152) (4,649,636) (4,810,413)
------------ ------------ ------------
$ 628,123 $ (169,255) $ (79,709)

Total Liabilities and
Stockholders' Investment $ 2,136,979 $ 1,751,309 $ 1,736,479
------------ ------------ ------------

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

F-3

TECH LABORATORIES, INC.
STATEMENTS OF OPERATIONS
DECEMBER 31, 2002, 2003 AND THREE MONTHS ENDED MARCH 31, 2004

THREE MONTHS
ENDED
MARCH 31,
2002 2003 2004
------------ ------------ ------------

Sales $ 408,258 $ 236,107 $ 51,701
------------ ------------ ------------

Costs and Expenses:
Cost of Sales 828,194 434,264 29,811
Selling, General and
Administrative Expenses 756,568 754,438 152,932
------------ ------------ ------------
1,584,762 1,188,702 182,743

Income/(Loss) From Operations $ (1,176,504) $ (952,595) $ (131,042)
------------ ------------ ------------
Other Income (Expenses):
Interest Income $ 12,398 $ 192 $ 76
Interest Expense (77,554) (73,850) (29,811)
Sale of New Jersey Tax Loss
Carry Forward 0 193,770 0
------------ ------------ ------------
$ (65,756) 120,112 (29,735)
------------ ------------ ------------

Income/(Loss) Before Income Taxes $ (1,241,660) $ (832,483) $ (160,777)
Provision for Income Taxes
(Notes 1 & 4) -- -- --
------------ ------------ ------------
Net Income/(Loss) $ (1,241,660) $ (832,483) $ (160,777)
Accum. Earnings/(Deficit,)
Beg of Period (2,575,492) (3,817,153) (4,649,636)
------------ ------------ ------------
Accum. Earnings/(Deficit,)
End of Period $ (3,817,153) (4,649,636) (4,810,413)
------------ ------------ ------------
EPS $ (0.24) $ (0.10) $ (0.02)

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

F-4

TECH LABS, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
YEARS 2002, 2003 AND THREE MONTHS ENDED MARCH 31, 2004

COMMON STOCK CAPITAL IN
-------------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT TOTAL
----------- ---------- ----------- ----------- -----------

Balance December 31, 2002 5,522,416 $ 49,735 $ 4,445,275 $(3,817,152) 677,858

Stock Issued 12,522,960 125,295 35,106 -- 160,401

Net Income/(Loss) -- -- -- (832,483) (832,483)
----------- ---------- ----------- ----------- -----------
Balance December 31, 2003 18,045,376 175,030 4,480,381 (4,649,636) 5,775
----------- ---------- ----------- ----------- -----------
Stock Issued 16,037,343 160,374 250,323 -- 410,697

Net Income/[Loss] -- -- -- (160,777) (160,777)
----------- ---------- ----------- ----------- -----------
Balance - March 31, 2004 34,082,719 $ 335,404 $ 4,730,704 $(4,810,413) 255,695
----------- ---------- ----------- ----------- -----------

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

F-5

TECH LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
DECEMBER 31, 2002, 2003 AND THREE MONTHS ENDED MARCH 31, 2004

THREE MONTHS
ENDED
MARCH 31,
2002 2003 2004
------------ ------------ ------------
Cash Flows From (For) Operating
Activities:
Net Income/(Loss) From Operations $ (1,241,660) $ (832,483) $ (160,777)
Add/(Deduct) Items Not Affecting
Cash:
Depreciation/Amortization (Note 1) 29,201 24,808 4,887
Inventory write-down - plus stock
compensation 500,000 250,000 111,934
Changes in Operating Assets and
Liabilities:
Marketable Securities -0- -0- -0-
Accounts Receivable 106,056 (4,963) (6,448)
Inventories (160,154) 235,856 (77,008)
Accounts Payable and Accrued
Expenses 59,691 33,288 (49,771)
Other Assets and Liabilities 69,360 (68,217) 83,784
------------ ------------ ------------
Net Cash Flows For Operating
Activities $ (637,506) $ (361,711) $ (93,399)
------------ ------------ ------------
Cash Flows From (For) Investing
Activities:
Increase in Fixed Assets (88,959) (9,529) 753

Net Cash Flows From (For) Investing
Activities $ (88,959) $ (9,529) $ 753
------------ ------------ ------------
Cash Flows From (For) Financing
Activities:
Acquisition/(Repayment) of Short
Term Debt (304,503) 321,341 -0-
Issuance of Common Stock 167,308 160,401 -0-
------------ ------------ ------------
Net Cash Flows From (For) Financing
Activities $ (137,195) $ 481,742 $ -0-

Net Increase/(Decrease) in Cash $ (863,660) $ 110,502 $ (92,646)
Cash Balance, Beginning of Year 892,003 28,343 138,845
------------ ------------ ------------
Cash Balance, End of Year $ 28,343 $ 138,845 $ 46,199
------------ ------------ ------------

As of March 31, 2004, an aggregate of $ 685,546 of Convertible Long Term Debt
and accrued interest was converted into Common Stock.

In 2002 and 2003, the Company wrote-off $500,000 and $250,000 of obsolete and
slow moving inventory.

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

F-6

TECH LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND THE THREE
MONTHS ENDED MARCH 31, 2004

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH - Includes Tech Labs' checking account at Hudson United Bank plus a Demand
Money Market Account at Wachovia 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, 2002, and 2003, physical inventories were taken and tested. At
December 31, 2002 and December 31, 2003, Inventories were written-down $500,000
and $250,000. These write-downs were for obsolete and slow moving inventory as
determined by company management. No physical inventory was taken at March 31,
2004.

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

INCOME TAXES - Income tax expense is based on reported income and deferred tax
credit is provided for temporary differences between book and taxable income. In
2003, the Company sold its state of New Jersey tax loss carry forward for
$193,770.

MARKETABLE SECURITIES - The marketable securities are a time deposit at Hudson
United Bank. The amount of this deposit was $40,000 as of December 31, 2002, and
December 31, 2003.

(2) INVENTORIES:

Inventories at December 31, 2002, 2003 and March 31, 2004 were as follows:

THREE MONTHS
ENDED
MARCH 31,
2002 2003 2004
------------ ------------ ------------
Raw Materials & Finished Components $ 676,996 $ 463,824 $ 445,655
Work in Process & Finished Goods $ 1,058,637 $ 785,953 881,130
------------ ------------ ------------
$ 1,735,633 $ 1,249,777 $ 1,326,785
------------ ------------ ------------

F-7

TECH LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND THE THREE
MONTHS ENDED MARCH 31, 2004

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 during the year ended December 31, 2002, for the year ended December
31, 2003, and the first quarter of 2004.

Fully Diluted Earnings per share would be based on the assumed conversion of all
convertible notes. However, these notes are anti-dilutive and have been
excluded. The assumed conversion of all outstanding options and warrants were
also excluded due to anti-dilution.

Three Months
Ended
March 31,
2002 2003 2004
------------ ------------ ------------
Net Income for the Computation of
Basic EPS (1,241,660) (832,483) (160,777)
============ ============ ============
Shares for Computation of Basic EPS 5,156,679 8,368,992 8,520,680
============ ============ ============

(4) INCOME TAXES:

At December 31, 2002, 2003 and March 31, 2004 the balance of operating loss
Carry forward was $ 4,391,733, $5,224,216 and $5,384,993 respectively, which can
be utilized to offset future taxable income. These operating loss carry-forwards
begin to expire in 2014.

(5) CURRENT PORTION OF LONG-TERM DEBT:

Loans payable to banks were as follows for the years indicated:

CURRENT
YEAR ENDED PAYEE INTEREST RATE AMOUNT
- -------------- ------------------ ------------- --------
2002 Hudson United Bank Prime +1.5% $31,713
2003 Hudson United Bank Prime +1.5% $30,392
March 31, 2004 Hudson United Bank Prime +1.5% $30,044

This loan was negotiated in 1995 at an original amount of $35,000 and fluctuated
to a maximum of $35,000.

Marketable Securities are pledged as collateral on the above loans.

(6) SHORT-TERM LOANS PAYABLE:

Demand loans Payable include loans from third parties. The outstanding loan
balances due as of December 31, 2002, December 31, 2003, and March 31, 2004 was
$ 56,815 for 2002, $50,449 for 2003 and $50,450 which includes accrued interest
for all years. The annual interest rate for these loans ranges between six (6%)
percent and ten (10%) percent. 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. The remaining $50,000 is outstanding
and was due by December 31, 2002 and is in default for nonpayment.

F-8

TECH LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND THE
THREE MONTHS ENDED MARCH 31, 2004

(7) COMMON STOCK:

In 1999, Tech Labs filed a registration statement on Form SB-2 with the
Securities and Exchange Commission. The registration statement was declared
effective on February 3, 2000. The offering was completed on May 3, 2000 for
total proceeds of $2,273,723.

(8) COMMITMENTS AND CONTINGENCIES:

In 1997 Tech Labs entered into an exclusive agreement with Elektronik
Apparatebau (EAG), FUA Safety Equipment and WT 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 were to be calculated
according to GAAP and distributed quarterly based on pretax profits in excess of
16% being shared 70% to Tech Labs and 30% to FUA. In addition, FUA was to
receive a 5% royalty based on the cost of any IDS products Tech Labs
manufactures and sells. Since 1997, sales and distributions to FUA have been
$1.5 million and $240,000, respectively. This agreement was terminated and the
unpaid royalties of $13,000 are subject to arbitration.

(9) LONG-TERM CONVERTIBLE DEBT:

On October 13, 2000 Tech Labs completed a $1.5 million dollar financing of 6.5%
convertible promissory notes due October 15, 2002. Interest is payable quarterly
in cash or in shares of common stock at the option of the noteholders. Tech Labs
disclosed all terms of this financing on Form 8-K filed on October 18, 2000. As
of December 31, 2002, $373,730 of principal on the convertible notes has been
converted into shares of Tech Labs' common stock.

(10) On January 11, 2002, Tech Labs entered into a conversion and redemption
agreement concerning the Long- Term Debt referenced in Note (9). An Event of
Default, as defined in the 6.5% convertible notes Tech Labs issued in October
2000, occurred on January 25, 2002, when Tech Labs was unable to make the first
payment of $750,000 to the holders of the notes.

On April 19, 2002, Tech Labs successfully negotiated a cure of the default
referenced above. This cure required that Tech Labs' registration statement,
filed with the Securities and Exchange Commission on April 5, 2002, covering the
shares underlying the 6.5% convertible notes, to have been declared effective on
or before June 29, 2002. If the registration statement was declared effective by
such date and Tech Labs made certain payments described in Tech Labs' report on
Form 8-K filed April 25, 2002 the maturity date of the 6.5% convertible notes
would have been extended from October 13, 2002 to December 30, 2002.

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 continued
to seek a cure for the default with the holders of the Convertible Notes, and in
October, 2003 a cure was successfully negotiated and is described in the
Company's 8-K filed in October, 2003.

(11) GOING CONCERN:

As a result of operating losses and negative cash flows experienced during 2001,
2002 and 2003. Tech Labs has a tenuous liquidity position. If sales do not
improve or alternate financing is not obtained, substantial doubt exists about
Tech Labs' ability to continue as a going concern.

F-9

TECH LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND THE
THREE MONTHS ENDED MARCH 31, 2004

(12) 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
o Closing balance retained earnings as reported $ (2,406,542)
o Adjustment referenced above (168,950)
------------
o Revised closing balance retained earnings $ (2,575,492)
============

(13) DISCLOSURE OF STOCK BASED COMPENSATION:

Beginning in 2002, Tech Labs adopted the expense provision of the statement of
Financial Accounting Standards No. 123 and Accounting Principles Board ("APB")
Opinion No. 25.

Accordingly, all compensation to employees or outside consultants in the form of
common stock awards have been expensed.

F-10

We have not authorized any dealer,
salesperson or other person to provide
any information or make any
representations about Tech Laboratories,
Inc. except the information or
representations contained in this
prospectus. You should not rely on any
additional information or
representations if made.

-----------------------

This prospectus does not constitute an
offer to sell, or a solicitation of an ----------------------
offer to buy any securities:
PROSPECTUS
[ ] except the common stock offered by this
prospectus; ----------------------

[ ] in any jurisdiction in which the offer or
solicitation is not authorized;
189,492,704 SHARES OF COMMON STOCK

[ ] in any jurisdiction where the dealer or
other salesperson is not qualified to
make the offer or solicitation;
TECH LABORATORIES, INC.
[ ] to any person to whom it is unlawful
to make the offer or solicitation; or

[ ] to any person who is not a United States
resident or who is outside the jurisdiction
of the United States.
______________, 2004
The delivery of this prospectus or any
accompanying sale does not imply that:

[ ] there have been no changes in the affairs
of Tech Laboratories, Inc. after the
date of this prospectus; or

[ ] the information contained in this
prospectus is correct after the
date of this prospectus.

-----------------------

Until _________, 2004, all dealers
effecting transactions in the registered
securities, whether or not participating
in this distribution, may be required to
deliver a prospectus. This is in
addition to the obligation of dealers to
deliver a prospectus when acting as
underwriters.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth estimated expenses expected to be incurred
in connection with the issuance and distribution of the securities being
registered. Tech Labs will pay all expenses in connection with this offering.

Securities and Exchange Commission Registration Fee $ 672.24
Printing and Engraving Expenses $ 2,500.00
Accounting Fees and Expenses $ 10,000.00
Legal Fees and Expenses $ 35,000.00
Miscellaneous $ 1,827.76
------------
TOTAL $ 50,000.00
============

RECENT SALES OF UNREGISTERED SECURITIES

II-1

II-2

II-3

II-4

II-5

II-6

EXHIBITS

EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------------------------------------------------- -------------------------------------------

3.1 Certificate of Incorporation Incorporated by reference from the
Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, filed on July 9, 1999

3.2 Bylaws Incorporated by reference from the
Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, filed on July 9, 1999

5.1 Opinion re: Legality Provided herewith

10.1 Amended Joint Marketing Agreement and Confidentiality Incorporated by reference from the
and Manufacturing Agreement dated as of October 1, Registrant's Registration Statement on Form
1998, between Tech Labs and Elektronic Apparutebau SB-2, File No. 333-82595, effective February
Gmbh (EAG), W.T. Sports, Ltd. and FVA Safety 3, filed on July 9, 1999
Equipment, AG

10.2 Employment Agreement between Tech Labs and Bernard M. Incorporated by reference from the
Ciongoli Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, filed on July 9, 1999

10.3 First Amendment to Employment Agreement between Tech Incorporated by reference from amendment No. 1
Labs and Bernard M. Ciongoli Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.4 Second Amendment to Employment Agreement between Tech Incorporated by reference from the
Labs and Bernard M. Ciongoli dated February 21, 2001 Registrant's Annual Report on Form 10-KSB,
File No. 000-30172, filed on April 3, 2001

10.5 Patent and Trademark assignments Incorporated by reference from the
Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, filed on July 9, 1999

10.6 Consulting Agreement dated March 10, 1999, between Incorporated by reference from Amendment No. 1
Tech Labs and Mint Corporation Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.7 Consulting Agreement dated March 22, 1999, between Incorporated by reference from Amendment No. 1
Tech Labs and MPX Network Solutions Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.8 Consulting Agreement dated June 2, 1999, between Tech Incorporated by reference from Amendment No. 1
Labs and Coby Capital Corporation Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.9 Assignment of Lease dated May 1, 1992 between William Incorporated by reference from Amendment No. 1
Tanis as Landlord, Forsee Corporation as Assignor and Registrant's Registration Statement on Form
Tech Labs as Assignee SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

II-7

EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------------------------------------------------- -------------------------------------------

10.10 Asset Acquisition Agreement dated as of March 12, Incorporated by reference from Amendment No. 1
1999, by and between NORDX/CDT, Inc. and Tech Labs Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.11 Tech Labs Stock Option Plan Incorporated by reference from Amendment No. 1
Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.12 Stock Option Agreement dated June 3, 1999, between Incorporated by reference from Amendment No. 1
Tech Labs and Coby Capital Corporation Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.13 Stock Option Agreement dated March 10, 1999, between Incorporated by reference from Amendment No. 1
Tech Labs and Mint Corporation Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.14 Stock Option Agreement dated March 10, 1999, between Incorporated by reference from Amendment No. 1
Tech Labs and Mint Corporation Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on October 18, 1999

10.15 Joint Marketing Agreement dated October 15, 1999, Incorporated by reference from Amendment No. 2
between Tech Labs and TravelNet Technologies, Inc. to Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on November 19, 1999

10.16 Promissory Note and Security Agreement dated October Incorporated by reference from Amendment No. 3
25, 1999, between Tech Labs and Peter B. Hirschfield, to Registrant's Registration Statement on Form
Trustee, Olive Cox-Sleeper Trust dated 10/3/58 f/b/o SB-2, File No. 333-82595, effective February
Bert L. Atwater 3, 2000, filed on December 17, 1999

10.17 Promissory Note dated December 13, 1999, between Tech Incorporated by reference from the
Labs and Campbell Steward Registration Statement on form SB-2, File No.
333-50158, effective January 22, 2001 filed on
November 17, 2000

10.18 Promissory Note dated December 15, 1999, between Tech Incorporated by reference from the
Labs and Herbert L. Camp, Esq. Registrant's Registration Statement on form
SB-2, File No. 333-50158, effective January
22, 2001, filed on November 17, 2000

10.19 Promissory Note dated December 20, 1999, between Tech Incorporated by reference from the
Labs and Thomas McKean, Esq. Registrant's Registration Statement on form
SB-2, File No. 333-50158, effective January
22, 2001, filed on November 17, 2000

10.20 Shareholders Agreement dated June 23, 2000 by and Incorporated by reference from the
between Tech Labs Community Networks, Inc., the Registrant's Registration Statement on form
Shareholders of M3Communications, Inc. and Tech Labs SB-2, File No. 333-50158, effective January
Community Networks of the South East, Inc 22, 2001, filed on November 17, 2000

10.21 Warrant Agreement dated June 23, 2000 executed by Tech Incorporated by reference from the
Labs and delivered to M3communications, Inc. Registrant's Registration Statement on form
SB-2, File No. 333-50158, effective January
22, 2001, filed on November 17, 2000

II-8

EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------------------------------------------------- -------------------------------------------

10.22 Consulting Agreement dated as of November 13, 2000 by Incorporated by reference from the
and between Barry Bendett and Tech Labs Registrant's Registration Statement on Form
SB-2, File No. 333-50158, effective January
22, 2001, filed on November 17, 2000

10.23 Subscription Agreement entered into between the Incorporated by reference from Amendment No. 5
subscribers and Tech Labs dated October 13, 2000 to Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on January 28, 1999

10.24 Stock Purchase warrant entered into between the Incorporated by reference from Amendment No. 5
warrant holders and Tech Labs dated October 13, 2000 to Registrant's Registration Statement on Form
SB-2, File No. 333-82595, effective February
3, 2000, filed on January 28, 1999

10.25 Amendment to Consulting Agreement dated as of April 9, Incorporated by reference from Post-Effective
2001, and retroactive from March 13, 2001, between Amendment No. 1 to Registrant's Registration
Tech Labs and MPX Network Solutions Statement on Form SB-2, File No. 333-50158,
May 7, 2001

10.26 Amended and Restated Employment Agreement dated August Incorporated by reference from the
24, 2001, by and between the Company and Bernard Registrant's Quarterly Report filed on Form
Ciongoli 10-QSB, File No. 000- 30172, filed on November
14, 2001

10.27 Conversion and Redemption Agreement dated January 11, Incorporated by reference from the
2002, by and between the Company and the holders of Registrant's Currant Report on Form 8-K, File
the 6.5% convertible promissory notes the Company No. 000-30172, filed on January 11, 2002
issued in October 2000

10.28 Lease Modification dated February 27, 2002 was Incorporated by reference from the
previously filed Registrant's Annual Report on Form 10-KSB,
File No. 000-30172, filed on April 3, 2001

10.29 Securities Purchase Agreement dated as of May 2004 Provided herewith
between Tech Labs and Cornell Capital Partners, LP

10.30 Registration Rights Agreement dated as of May 2004 Provided herewith
between Tech Labs and Cornell Capital Partners, LP

10.31 Convertible Debenture Provided herewith

10.32 Standby Equity Distribution Agreement dated as of May Provided herewith
2004 between Tech Labs and Cornell Capital Partners, LP

10.33 Registration Rights Agreement dated as of May 2004 Provided herewith
between Tech Labs and Cornell Capital Partners, LP

10.34 Placement Agent Agreement dated as of May 2004 between Provided herewith
Tech Labs and Newbridge Securities Corporation

10.35 First Amendment to Asset Purchase Agreement dated June Incorporated by reference to the Registrant's
9, 2000 entered into by and between Tech Labs, Registration Statement on Form SB-2, File No.
M3communications, Inc. and the shareholders of M3 333-50158, effective January 22, 2001 filed on
November 17, 2000

23.1 Consent of Independent Public Accountants Provided herewith

23.2 Consent of Legal Counsel Incorporated by reference in Exhibit 5.1 of
this filing

II-9

UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Sections 10(a)(3) of the
Securities Act of 1933 (the "Act");

(ii) Reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

(iii) Include any additional or changed material information on the
plan of distribution;

(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-10

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on our behalf by the undersigned, on August 3, 2004.

TECH LABORATORIES, INC.

By: /s/ Bernard M. Ciongoli
---------------------------
Name: Bernard M. Ciongoli
Title: Chief Executive
Officer (Principal
Executive Officer),
Chief Financial
Officer (Principal
Financial Officer)
and Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Bernard M. Ciongoli August 3, 2004
- ------------------------------------
Bernard M. Ciongoli Chief Executive Officer (Principal Executive
Officer), Chief Financial Officer (Principal
Financial Officer) and Director

/s/ Earl M. Bjorndal Vice President and Director August 3, 2004
- ------------------------------------
Earl M. Bjorndal

II-11