As filed with the Securities and Exchange Commission on May 31, 2002
Registration No.: 333-85624

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1 TO FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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TECH LABORATORIES, INC.
(Name of small business issuer in its charter)

New Jersey 3679, 3573, 3629, and 3613 22-1436279

(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)

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955 Belmont Avenue, North Haledon, New Jersey 07508, (973) 427-5333
(Address and telephone number of principal executive offices)

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955 Belmont Avenue, North Haledon, New Jersey 07508, (973) 427-5333
(Address of principal place or intended principal place of business)

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Bernard M. Ciongoli, President and Chief Executive Officer
Tech Laboratories, Inc.
955 Belmont Avenue, North Haledon, New Jersey 07508,
(973) 427-5333
(Name, address, and telephone number of agent for service)
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Copies to:

C. Walter Stursberg, Jr., Esq.
Stursberg & Veith
405 Lexington Avenue
New York, New York 10174

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Approximate date of proposed sale to the public: From time to time after the
effective date of this registration statement.

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, as amended, 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 this Form is a post-effective amendment filed pursuant to Rule
462(d) 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. [ ]

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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Explanatory Note

This Registration Statement covers the registration of (i) 16,415,736
shares of common stock, $.01 par value, of Tech Laboratories, Inc., a New Jersey
Corporation, issuable upon conversion of convertible notes, and (ii) 487,500
shares of common stock upon exercise of warrants. The information in this
prospectus is not complete and may be changed. These securities may not be sold
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

Subject To Completion, Dated May 31, 2002

Subject to Completion, Dated May 31, 2002

Prospectus

16,903,236 Shares

TECH LABORATORIES, INC.

This is an offering of 16,903,236 shares of common stock of Tech
Laboratories, Inc. Of the 16,903,236 shares being offered, up to 16,415,736 may
be sold upon conversion of convertible notes and up to 412,500 may be sold upon
the exercise of warrants issued in connection with the convertible notes. The
remaining 75,000 shares may be sold upon the exercise of warrants issued to a
certain selling securityholder. All of the shares are being offered by the
selling securityholders named in this prospectus. We will not receive any of
the proceeds from the sale of the common stock, although we will receive
approximately $2,064,000 if all of the warrants being registered are exercised.

The selling securityholders may offer the shares from time to time
through public or private transactions, at prevailing market prices, or at
privately negotiated prices.

Our shares of common stock trade on the OTC Bulletin Board under the
symbol "TCHL.OB". On __________ the last reported sale price of our common stock
was $_____ per share.

THIS INVESTMENT INVOLVES CERTAIN RISKS. SEE "RISK FACTORS," WHICH
BEGINS ON PAGE 2.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved 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 __________, 2002.

PROSPECTUS SUMMARY

Unless the context indicates otherwise, all references herein to "we"
include Tech Labs and its wholly-owned subsidiaries, Tech Logistics, Inc. and
Tech Labs Community Networks, Inc., collectively, and references to "Tech
Logistics" and/or "Community Networks" shall mean each of such companies alone.
You should read the entire prospectus carefully, especially the risks of
investing in the common stock discussed under "Risk Factors."

THE OFFERING

Common Stock Offered.................. 16,903,236 shares of common stock

Shares of Common Stock Outstanding.... 5,389,029

Use of Proceeds....................... We will not receive any proceeds from
the sale of common stock by the selling
securityholders, although we shall
receive approximately $2,064,000 if all
of the warrants being registered are
exercised.

Common Stock Trading Symbol........... TCHL.OB

Our Business

Tech Labs also manufactures and markets various electrical, electronic
and telecommunications switching and distribution equipment and associated
software. We also market and manufacture, under our exclusive license, an
infrared perimeter intrusion and anti-terrorist detection system or "IDS".

We have been in business since the 1930s, and in 1947 we were
incorporated in New Jersey. Our principal offices are located at 955 Belmont
Avenue, North Haledon, New Jersey 07508, and our telephone number is (973)
427-5333.

RISK FACTORS

In addition to other matters described in this document, investors
should carefully consider the following factors:

If Tech Labs is unable to make the redemption payments set forth in the amended
redemption agreement entered into with certain noteholders, there will be
financial consequences.

In January 2002, we had an Event of Default occur under our 6.5%
convertible promissory notes issued in October, 2000 (the "Notes"). The Event of
Default occurred due to Tech Labs' non-payment of the first installment due
under that certain conversion and redemption agreement (the "Redemption
Agreement") dated January 11, 2002, relating to the redemption by Tech Labs from
the noteholders. Under the terms of the Redemption Agreement, the noteholders
were entitled to receive two installments: (i) the first installment of $750,000
and 300,000 shares of stock on or before January 25, 2002, and (ii) on or before
April 25, 2002, the second installment of an aggregate of $360,000 plus an
additional $90,000 in cash or common stock, at the election of Tech Labs, based
upon the closing price of the shares of Tech Labs' common stock on April 18,
2002. An Event of Default, as defined in the Notes, occurred when we did not
make the first installment under the Redemption Agreement of $750,000 and
deliver the 300,000 shares on or before Friday, January 25, 2002.

Tech Labs entered into an amended redemption agreement with the
noteholders on April 19, 2002 (the "Amended Redemption Agreement"), which amends
the Redemption Agreement and cures the Event of Default. The Amended Redemption
Agreement provides that in order for Tech Labs to redeem the Notes, it must (i)
pay $325,000 on or before July 1, 2002, (ii) pay 50% of the remaining
outstanding balance, principal and interest, due under the Notes on or before
September 30, 2002, and (iii) pay the remaining balance of principal and
interest due under the Notes on or before December 30, 2002.

Provided Tech Labs makes the redemption payments described above on or
before their respective due dates, commencing July 1, 2002 or such earlier date
on which it may make any of such payments, and so long as an Event of Default as
defined in the Notes has not occurred under the Notes and the Subscription
Agreement entered into by and between the noteholders and Tech Labs, except such
Events of Default expressly waived by the Amended Redemption Agreement, the
noteholders may not, commencing July 1, 2002 or such earlier date that Tech Labs
may make the first payment, convert any outstanding principal and/or interest
under the Notes into shares of Tech Labs common stock.

In addition, so long as the redemption payments described above are
made, interest shall cease to accrue on the Notes from and after July 1, 2002
(or such earlier date that the first payment is made). If Tech Labs fails to
make the redemption payments described above on or before the date specified,
then all interest that would otherwise have accrued to any outstanding balance
due under the Notes shall be restored.

If Tech Labs fails to make such payments as described above, the
noteholders will be entitled to convert any portion of the Notes into common
stock under the terms of the Notes, which will increase the number of shares of
common stock Tech Labs shall have outstanding and may put downward pressure on
the price of the common stock.

Furthermore, if the redemption payments described above are not timely
made, the remaining balance, principal and interest, due under the Notes shall
be due October 13, 2002. However, if the redemption payments are timely made,
the maturity date of the Notes shall be automatically extended to December 30,
2002. Finally, if the first redemption payment due on or before July 1, 2002,
for $325,000, is not timely made, the remaining balance, principal and interest,
due under the Notes shall be increased by $110,000, and the $110,000 payment
Tech Labs made to noteholders on or about April 19, 2002, under the terms of the
Amended Redemption Agreement, shall be deemed as consideration for the
noteholders' waiver of the Event of Default described in the Amended Redemption
Agreement and the termination of the noteholders' rights and obligations under
the terms of the Redemption Agreement entered into by and between Tech Labs and
the noteholders on January 11, 2002.

Although no assurances can be given, we hope to be able to raise capital to
redeem the Notes.

We hope to raise capital to be used to redeem the Notes and for working
capital, but we are unsure if we will be able to raise sufficient funds to
redeem the Notes on terms which are acceptable to us.

Our financial statements for the three months ended March 31, 2002 contain
"going concern" language.

Our financial statements for the three months ended March 31, 2001
contain "going concern" language due to the fact that Tech Labs has a tenuous
liquidity position and unless sales dramatically increase, such will continue
for the foreseeable future. If Tech Labs does not procure additional financing
in the short term, and/or increase revenues, substantial doubt exists about Tech
Labs' ability to continue as a going concern.

If the registration statement of which this prospectus is a part of is not
declared effective by June 29, 2002, we will be in default under the Notes.

-2-

Under the terms of the Amended Redemption Agreement, we have until June
29, 2002 to have the registration statement, of which this prospectus is a part,
to be declared effective by the Securities and Exchange Commission. If the
registration statement is not declared effective by June 29, 2002, an Event of
Default under the Notes will occur.

We have had a history of limited sales and operating losses, and unless sales
dramatically increase, such conditions will continue.

We have had limited sales and experienced operating losses in recent
years. In 2001, sales were $568,083 and net losses were ($857,482), and in 2000,
sales were $1,017,518 and net losses were ($418,655). As of March 31, 2002, we
had an accumulated deficit of approximately ($475,476), and we have incurred
significant losses and increases in our working capital deficit. We have had
limited cash flow and working capital, which has restricted our recent
operations. Unless sales dramatically increase, will continue for the
foreseeable future.

We face competition from a number of different companies, which could hamper our
ability to sell our products.

We compete against a variety of other concerns, most of which are
larger and have greater financial, technical and marketing capabilities and
other resources than we do. The products we are selling require a sufficient
amount of resources to properly market and sell to governmental agencies and
private industry, which does extensive testing and evaluating of such products
before purchasing. We believe that the quality and capabilities of our products
will allow us to remain competitive. However, as our resources are limited, we
may be unable to compete successfully against larger enterprises. See "Business
- -- Industry."

We are dependent on our key personnel, which could cause us substantial
difficulties if we lost such personnel.

We are highly dependent upon the efforts of Bernard M. Ciongoli, our
president and chief executive officer. The loss of the services of Mr. Ciongoli
would be detrimental to our operations. We do not maintain key man life
insurance for Mr. Ciongoli but do have an employment agreement with Mr. Ciongoli
which initially expires August, 2006.

We are controlled by our principal stockholders, which may exert influence over
our operations.

We are controlled by our principal stockholders, including management
stockholders. Our management beneficially owns an aggregate of 26.91% of our
common stock. If the noteholders described above convert the maximum amount
permissible under the terms of the Subscription Agreement without first
providing us with 75 days advance notice that they intend to void the 9.99%
beneficial ownership limitation, they would each own 9.99%, or an aggregate of
29.97% of our outstanding stock and dilute all other shareholders. If the
noteholders void the 9.99% beneficial ownership limitation and convert their
remaining balances due under the Notes into common stock, they would each own
approximately 18% of our outstanding stock, based upon a conversion price of
$0.17. At present, management is able to exercise substantial influence over any
matters requiring the vote of stockholders. If the noteholders convert the
maximum amount allowable, management will be diluted and the noteholders will be
able to exercise substantial influence over any matter requiring the vote of
stockholders.

The success of our business is dependent on our ability to market DynaTraX(TM)
and develop and market other new products.

We believe that the DynaTrax(TM) technology will serve as the basis for
new products in the area of multi-media digital network distribution and
management equipment for use in campus and building facilities. However, there
can be no assurance that we will successfully market such products or develop
and market other new products. Our success depends upon several factors
including, among others, (i) the development of an effective marketing and
distribution network, (ii) the acceptance of our products by potential users,
and (iii) our ability to support existing products and develop and support new
products that are compatible with other systems in use by potential customers
and provide useful features that are user friendly.

-3-

While we are not a new enterprise, DynaTrax(TM) and the IDS are
relatively new, and we are encountering many of the problems faced by a new
enterprise. You should be aware of the difficulties normally encountered by a
new enterprise and the high rate of failure of such enterprises. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and there can be no assurance that we will become a viable or
profitable business. The likelihood of our success must be considered in light
of the delays, uncertainties, difficulties and risks inherent in a new business,
many of which may be beyond our control. These include, but are not limited to,
unanticipated problems relating to testing, manufacturing, marketing and
competition, development of additional products, and additional costs and
expenses that may exceed current estimates. In addition, there can be no
assurance that the DynaTrax(TM) products will receive commercial acceptance or
generate significant revenues. Further, there can be no assurance that revenues
will increase significantly in the future or that we will ever achieve
profitable operations.
See "Business."

Our inability to protect certain intellectual property from being copied by our
competition could impair our business.

To date we have had no patent or copyright protection on our current
products, other than aspects of the DynaTraX(TM) product and technology. 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 have recently received a
Notice of Allowance and Issue Fee due from the United States Patent and
Trademark office in connection with our patent application entitled
MULTI-PROTOCOL CROSS CONNECT SWITCH. We have paid the issue fee and expect the
application to mature into a patent within a few months. We have also filed a
patent application in the U.S. patent office for our POSITIVE ACCESS SECURITY
SYSTEM, which prevents computer hackers from penetrating networks. The POSITIVE
ACCESS SECURITY SYSTEM works with the DynaTraX(TM) digital cross-connect
physical layer switch.

We manufacture and sell the IDS system under a license agreement which, if
terminated, would prevent us from using technology owned by EAG in our perimeter
detection system products, and would harm our business.

We entered into an Amended Joint Marketing Agreement as of October 1,
1997 with Elektronik Apparatebau GmbH (EAG), W.T. Sports, Ltd. and FUA Safety
Equipment, AG and a Confidentiality and Manufacturing Agreement with the same
parties and dated the same date, pursuant to which Tech Labs was granted the
exclusive right to manufacture in the U.S. and market and sell in the U.S.,
Canada and South America the IDS products. EAG owns the proprietary rights to
the technology underlying the IDS. W.T. Sports Limited, which sells and markets
the IDS, and FUA Safety Equipment, which manufactures the component parts of the
IDS, are affiliated companies through common stock ownership with EAG. The
agreements terminate on September 30, 2007 subject to automatic renewals for
successive one-year periods unless either party gives notice of non-renewal. The
agreements can be terminated earlier upon a default of any material obligation.
If the license is terminated, we would be unable to use EAG's technology in our
perimeter detection system products. Even if the agreements remain in effect
until September 30, 2007, it will be necessary at that time to negotiate a new
agreement or license or acquire a suitable replacement technology.

Volatility of stock prices may increase the number of shares issuable upon
conversion of the Notes.

The stock market from time to time experiences significant price and
volume fluctuations, some of which are unrelated to the operating performance of
particular companies. We believe that a number of factors can cause the price of
our common stock to fluctuate, perhaps substantially. These factors include,
among others:

o Announcements of financial results and other developments
relating to our business;

o Changes in the general state of the economy; and

o Changes in market analyst estimates and recommendations for
our common stock.

-4-

Since our stock is lightly traded, any substantial sales or purchases
of our stock can have a significant effect on its price. Significant downward
fluctuations of the price of our stock may substantially increase the number of
shares of common stock issuable upon conversation of outstanding Notes as a
result of the conversion formula, which is tied to the market price of the
common stock.

The issuance of additional shares of common stock upon conversion of the Notes
may cause significant dilution of existing shareholders' interests and exert
downward pressure on the price of our common stock.

Significant dilution of existing shareholders' interests may occur if
we issue additional shares of common stock underlying the Notes. We are
presently registering for the benefit of the noteholders 16,415,736 shares of
common stock which represent 200% of the shares which are issuable upon
conversion of the Notes and interest thereon. The actual number of shares of
common stock issuable upon conversion of the Notes may constitute a
significantly greater percentage of the total outstanding shares of our common
stock, as such conversion is based on a formula pegged to the market price of
the common stock. The Notes are convertible at a price equal to 85% of the
average of the five lowest closing bid prices of the common stock during the
twenty-two (22) business days immediately preceding the issuance of the Notes or
85% of the five lowest bid prices during the twenty-two business days through
the date of conversion of the Notes, whichever is lower.

The exact number of shares of common stock into which the Notes may
ultimately be convertible will vary over time as the result of ongoing changes
in the trading price of our common stock. Decreases in the trading price of our
common stock would result in increases in the number of shares of common stock
issuable upon conversion of the Notes. The following consequences could result:

o If the market price of our common stock declines, thereby
proportionately increasing the number of shares of common
stock issuable upon conversion of the Notes, an increasing
downward pressure on the market price of the common stock
might result, which is sometimes referred to as a downward
"spiral" effect.

o The dilution caused by conversion of the Notes and sale of the
underlying shares could also cause downward pressure on the
market price of the common stock.

o The conversion of the Notes would dilute the book value and
earnings per share of common stock held by our existing
stockholders.

Applying the above formula we derive a conversion price of $0.17 per
share as of May 20, 2002. At that conversion price if the noteholders converted
the entire balance remaining under the Notes, which was $1,095,692 as of May 15,
2002, after voiding the 9.99% beneficial ownership limitation, they would
receive a total of 6,445,247 shares of our common stock. Accordingly, our
outstanding shares would increase to 11,834,276.

In comparison, if our stock is trading at a higher price, such that the
conversion rate would be, for example, $0.85 per share, the noteholders could
convert their entire remaining balance for a total of 1,289,049 shares. Our
outstanding number of shares would increase to 6,688,632. If, however, our stock
price is trading much lower such that the conversion price equaled only $.10 per
share, the noteholders would receive a total of 10,956,920 shares if they
converted the entire outstanding balance remaining under the Notes. Our
outstanding shares would increase to 16,345,946.

In addition, if we raise additional capital, existing shareholder
interests will be further diluted as more shares of our common stock are issued.

Since we have no product liability insurance we could incur substantial expenses
if product liability claims are filed against us.

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), IDS or other new products fail to
function. Since we have no insurance, we could incur substantial expenses
defending ourselves against a product liability claim. If we are found to be
liable for any product liability claim, if could result in substantial losses to
our business.

-5-

There may be possible restrictions on trading due to penny stock regulation.

The Securities and Exchange Commission has adopted Rule 15g-9 which
requires broker-dealers who recommend "penny stock" to persons other than
established customers and accredited investors to make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale.

The regulations that generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such exceptions include an equity security listed on NASDAQ
and an equity security issued by an issuer that has (a) net tangible assets of
at least $2,000,000, if such issuer has been in continuous operation for three
years, (b) net tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three years, or (c) average revenue of at
least $6,000,000 for the preceding three years. Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.

As of the date of this prospectus, our net tangible assets exceed
$2,000,000, providing an exception to this regulation even though our share
price is below $5.00, so this regulation is not presently applicable to our
shares. If our net tangible assets fall below $2,000,000 and the market price of
our shares is less than $5.00 per share, then this regulation will apply. If our
securities were subject to the regulations applicable to penny stocks, the
market liquidity for the securities would be severely affected by limiting the
ability of broker-dealers to sell the securities and the ability of purchasers
in this Offering to sell their securities in the secondary market. There is no
assurance that trading in our securities will not be subject to these or other
regulations that would adversely affect the market for such securities.

This prospectus contains forward-looking information.

This prospectus contains forward-looking statements. These
forward-looking statements are not historical facts but rather are based on
current expectations, estimates and projections about our industry, our beliefs,
and assumptions. Words such as " anticipates," "expects," "intends", "plans,"
"believes," "seeks," "estimates" and variations of these words and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and other factors, some of which are beyond our control,
are difficult to predict and could cause actual results to differ materially
from those expressed or forecasted in the forward-looking statements.

Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect our management's view only as of the
date of this prospectus. We undertake no obligation to update these statements
or publicly release the result of any revisions to the forward-looking
statements that we may make to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated events.

-6-

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
common stock owned by the selling securityholders, although we will receive
approximately $2,064,000 if all of the warrants being registered are exercised,
which would be used for working capital purposes. Presently outstanding, there
are warrants to acquire 412,500 shares of common stock exercisable at $4.80 per
share and warrants to acquire 75,000 shares of common stock at $1.12 per share.
As of May 29, 2002, the last reported sale price of our common stock was $0.20
per share.

All proceeds from the sale of shares of common stock owned by the
selling security holders will be for the account of the selling securityholders
described below. See "Selling Securityholders."

PRICE RANGE OF COMMON STOCK

Our common stock has been trading publicly on the OTC Bulletin Board
under the symbol "TCHL-OB" since 1994. The table below sets forth the range of
quarterly high and low closing sales prices for our common stock on the OTC
Bulletin Board during the calendar quarters indicated. The quotations reflect
inter-dealer prices, without retail mark-ups, mark-downs, or conversion, and may
not represent actual transactions.

TCHL Common Stock
Closing Bid Closing Ask
----------- -----------
High Low High Low
---- --- ---- ---

Year Ending December 31, 2002
- -----------------------------
First Quarter............................... .50 .16 .59 .19
Second Quarter (through May 17, 2002)....... .28 .20 .34 .24

Year Ending December 31, 2001
- -----------------------------
First Quarter .............................. 1.625 0.71875 1.75 0.875
Second Quarter.............................. .75 .43 .875 .50
Third Quarter............................... .60 .27 .73 .32
Fourth Quarter.............................. .51 .28 .56 .34

Year Ending December 31, 2000
- -----------------------------
First Quarter............................... 10.00 4.1875 10.625 4.6875
Second Quarter.............................. 10.8125 5.1255 11.00 5.375
Third Quarter............................... 6.375 3.1875 7.375 3.50
Fourth Quarter.............................. 4.75 0.875 5.0625 1.00

As of May 29, 2002, there were 255 holders of record of our common
stock.

DIVIDEND POLICY

We have never paid any cash dividends on our common stock and
anticipate that, for the foreseeable future, we will continue to retain any
earnings for use in the operation of our business. Payment of cash dividends in
the future will depend upon our earnings, financial condition, any contractual
restrictions, restrictions imposed by applicable law, capital requirements, and
other factors deemed relevant by our Board of Directors.

-7-

CAPITALIZATION

The following table sets forth our capitalization as of December 31,
2001 and has been derived from financial information appearing in the Financial
Statements included with this prospectus:

Twelve Months Ended
December 31, 2001
-----------------
Actual Adjusted
Audited Capitalization(1)
------- -----------------

Total Debt:...................................................................... $ 1,406,124 $ 186,922
Stockholders' equity:
Common Stock, $.01 par value; 25,000,000 shares authorized;
5,143,530 shares issued and outstanding; 11,316 shares held
in treasury, Pro-Forma 13,314,475 shares issued............................... $ 47,723 $ 133,145
Additional paid-in capital....................................................... $ 4,339,478 $ 5,473,265
Accumulated deficit.............................................................. ($ 2,406,542) ($ 2,406,542)
Total stockholders' equity (deficiency).......................................... $ 1,980,659 $ 3,199,868
Total Capitalization............................................................. $ 3,386,783 $ 3,386,790

(1) Convertible Debentures exercised. Tech Labs previous registration
statement of Form SB-2, initially filed November 17, 2000, and subsequent
amendments included warrant exercise which is excluded from this
pro-forma calculation due to anti-dilution.

SELECTED FINANCIAL DATA

The financial data included in the following table has been derived
from our audited financial statements and should be read together with our
audited financial statements and related Notes.

Years Ended December 31,
2000 2001
---- ----
Statement of Operations Data:
- -----------------------------
Sales............................................................................ $1,017,518 $568,083
Cost of Sales.................................................................... 651,460 358,754
----------- -----------
Gross Profit..................................................................... 366,058 209,329
----------- -----------
Operating Expenses
General and Administrative....................................................... 790,163 1,019,127
----------- -----------
Depreciation and Amortization.................................................... 28,389 31,349
----------- -----------
Income/(Loss) From Operations.................................................... $(452,494) $(841,147)
Other Income - Interest.......................................................... 63,543 69,442
Interest Expense................................................................. (29,704) (85,777)
----------- -----------
Income/(Loss) before provision for income taxes.................................. $(418,155) $(857,482)
Provision for Income Taxes....................................................... -0- -0-
----------- -----------
Net Income/(Loss)................................................................ $(418,655) $(857,482)
Income (loss) per share.......................................................... $(0.11) $(0.19)

Balance Sheet Data:
- -------------------
Total assets..................................................................... $1,258,172 $4,193,082
Working Capital.................................................................. 566,966 3,850,467
Current Portion of long-term debt................................................ 28,559 17,198
Long-term debt (less current portion)............................................ -0- -0-
Shareholders' equity............................................................. $722,305 $2,550,607

-8-

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General
- -------

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 of 1999, we completed the
acquisition of the DynaTraX(TM) switch and technology. We will continue to focus
on IDS and DynaTraX(TM) sales, and development of additional products using
these technologies as our finances permit.

The following table sets forth the components of our revenues for each
of our major business activities in 2000, 2001 and the first quarter of 2002 and
their approximate percentage contribution to revenues for the period indicated:

Three Months ended
Product Type 2000 % of Revenue 2001 % of Revenue March 31, 2002 % of Revenue
- ------------ ---- ------------ ---- ------------ -------------- ------------

DynaTraX(TM).............. $184,752 18.2% $173,961 30.6% $16,244 13.2%
Switches - Electromechanical. 215,330 21.1% 132,717 23.3% 29,422 24.0%
IDS Sensors............... 472,374 46.4% 156,409 27.6% 65,187 53.1%
Transformers/Coils........ 41,849 4.1% 46,111 8.1% 10,664 8.7%
Contract Manufacturing.... 103,213 10.2% 58,885 10.4% 1,313 1.0%
---------- ------ -------- ------ -------- ------

Totals............... $1,017,518 100.0% $568,083 100.0% $122,830 100.0%
---------- ------ -------- ------ -------- ------

The following table sets forth the percentages of gross profit for each
of our major business activities in 2000, 2001 and the first quarter of 2002.

Year Ended December 31, Three Months ended
----------------------- ------------------
Product Type 2000 2001 Net Change March 31, 2002
---- ---- ---------- --------------

DynaTraX(TM)...................... 89.4% 85.3% (4.1%) 90.0%
Switches - Electromechanical...... 63.4% 60.5% (2.9%) 76.4%
IDS Sensors....................... 55.5% 57.6% 2.1% 52.9%
Transformers/Coils................ 49.1% 41.6% (7.5%) 51.1%
Contract Manufacturing............ 31.0% 50.1% 19.1% 34.0%
Unallocated company expenses,
including physical inventory
adjustments and factory
overhead........................ (26.2%) (26.6%) (0.4%) (30.7%)
Total company gross profit %...... 36.0% 36.8% 0.8% 33.0%

We have continued to shift out of the subcontracting and transformer
business which provide lower gross profit margins, for higher gross profit
margin sales of IDS and other new 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.

-9-

Results of Operations
- ---------------------

2001 compared to 2000
- ---------------------

Sales were $568,083 for 2001 as compared to $1,017,518 for the year
ended 2000. The decline in sales of (55.8%) was a direct result of the economic
downturn in 2001 which reduced DynaTraX(TM) sales (5.8%) and IDS sensor sales
(67%). The negative demand for our old electro-mechanical switches also
contributed to this sales decline. The reduction in IDS sensor sales was due to
the long lead times required by government agencies prior to actual purchase of
IDS sensors. In 2000, we shipped a $200,000 order to the Department of Energy,
Los Alamos Facility. Various other government agencies have evaluated IDS
sensors in 2001 and we anticipate orders in 2002. Transformer/Coils - sales of
these products increased 10.1%. However, these products will always command a
small market (i.e., replacement business) but they are not the future of Tech
Labs.

Cost of sales of $358,754 for the year ended 2001 compared to $651,460
for the year ended 2000 declined due to the volume decrease. Tech Labs' gross
profit percentage improved to 36.8% even though volume declined.

Selling, general, and administrative expenses increased by $231,924 in
2001 as compared to the prior period. This 28.3% increase was due to Tech Labs'
continuing efforts to secure short- and long-term financing in 2001. Legal fees
and financing related consulting fees which totaled $417,000 are the major
factors causing this increase. During the first quarter of 2002, Tech Labs
terminated its vice president of sales in an effort to reduce selling expense.
Tech Labs also reduced administrative expense by attrition and by reducing legal
and consulting fees.

Losses from operations of ($857,482) in 2001 increased by $438,827
compared to losses of ($418,655) for the prior period as a direct result of
volume declines and expenses associated with efforts to secure financing.

Interest expense has increased dramatically since 1999 due to our
financing requirements caused by the economic downturn.

During 2000, our interest expense increased ($18,400) due to additional
borrowings slightly offset by some debt repayment.

Additional borrowings were the result of the Long Term Convertible Debt
placed in October, 2000, at a 6.5% annual interest rate, partially offset by a
payment of $150,000 to unsecured lenders.

In 2001, our interest expense increased ($56,073) due to the full year
interest effect (12 months) on the Long Term Convertible Notes versus two and
half months in 2000.

There are no affiliations with our major lenders.

In the third quarter of 2001, we experienced an internal control
break-down relative to Cash Disbursements. The details of the break-down are as
follows:

In the third quarter of 2001, a long time employee, who was responsible
for Cash Disbursements retired. Her position was not filled until the end of
2001. In the interim, existing employees processed bills for payment which were
paid but were not recorded on the General Ledger. In effect, we operated with a
Manual Cash Disbursement Register. Bills were paid and not expensed on the
General Ledger. Hence, the Accounts Payable System was bypassed for the entire
quarter.

-10-

The Quarterly Report on Form 10-QSB for the quarter ended September 30,
2001 was filed based on the General Ledger. Our outside auditor discovered the
mistake and an amended Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001 was filed.

Steps have been taken by the Chief Financial Officer to insure internal
control over Cash disbursements. Check registers are now being reviewed by the
Chief Financial Officer along with Accounts Payable Reports to insure Cash
Disbursement Control. The procedures will also be reviewed by our auditor on a
quarterly basis.

The following table discloses the impact of Tech Labs' internal control
breakdown. This error did not affect earlier periods:

Three Months ended September 30, 2001 Nine Months Ended September 30, 2001
------------------------------------- ------------------------------------
Balance Sheet As Reported Revised As Reported Revised
- ------------- ----------- ------- ----------- -------

Cash 1,663,815 1,293,298 1,663,815 1,293,298
- ----

Inventories 1,575,915 1,731,915 1,575,915 1,731,915
- -----------

Machinery
Equipment 519,469 539,771 519,469 539,771

Net PP&E 248,337 268,139 248,337 268,139

Total Assets 3,707,288 3,512,573 3,707,288 3,512,573

Current Liabilities
- -------------------

Current Portion
LTD 33,983 33,433 33,983 33,433

Accum. Deficit (1,941,226) (2,135,441) (1,941,226) (2,135,441)

Income Statement
- ----------------

SG&A 176,718 370,933 555,753 749,968

Net (Loss) (146,453) (340,668) (392,166) (586,381)

Cash Flow ---------- ---------- (859,631) (1,230,148)
- ---------

SUMMARY: Our Net (Loss) increased ($194,215) and Cash Flow increased ($370,517).
- -------

-11-

Liquidity and Capital Resources.
- --------------------------------

During 2000 we completed two significant transactions that improved our
liquidity. On May 3, 2000 we completed an offering of our common stock to the
public pursuant to a registration statement on Form SB-2. We sold to the public
an aggregate of 293,379 shares for gross proceeds of $2,273,723. Subsequently,
on October 13, 2000 we completed a private placement, pursuant to Rule 506 of
Regulation D, of convertible promissory notes for gross proceeds of $1,500,000.

During 2001, 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 in January 2002 on an underlying conversion and redemption
agreement related to the convertible notes issued in October 2000. As of April
19, 2002 this default has been cured. In 2001, 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 which
did not occur.

Although sales have declined (44%), accounts receivable have increased
32% due to a general slowdown in payments from customers in the high technology
industry. We have doubled our allowance for bad debts due to the precarious
financial condition of several of our customers.

Our inventories have increased. This increase is necessary to meet
demand for our IDS sensor and DynaTraX(TM) products in 2002. 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 2001, 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.

BUSINESS

General
- -------

Tech Labs manufactures and sells various electrical and electronic
components. We also market and are continuing to develop the DynaTraX(TM)
high-speed digital switch matrix system, an electronic switching unit. This
equipment manages voice, video and data transmissions on a network.

In addition, during the last five years, through our subsidiary, Tech
Logistics, Inc., we have been manufacturing and marketing under our exclusive
license, an infrared perimeter intrusion and anti-terrorist detection system, or
"IDS." The IDS was originally designed for military applications for use by
NATO, and we currently market this product to government agencies and private
industry for use in nuclear, industrial and institutional installations. This
product has become a marketing priority since the terrorist attack of September
11, 2001.

-12-

Historical Business
- -------------------

We also manufacture and sell standard and customized transformers, test
equipment and rotary switches, the latter of which permits an electrical signal
to be diverted from point A to point B. In addition, we act as a contract
manufacturer for other companies and produce, on an OEM basis, electrical
assemblies, printed circuit board assemblies, cable and harness assemblies and
specialized electronic equipment. Approximately 25% of our products are
manufactured for military applications.

We sell our switch, transformer and test equipment 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.

It continues to be our intention to market our historical products over
the Internet, as well as through our distribution and outside sales agents.

Industry
- --------

DynaTraX(TM) Networking Management and Maintenance Technology
- -------------------------------------------------------------

Tech Labs produces a high-speed digital matrix cross-connect switch
with a dynamic new technology, which can significantly reduce network downtime
and may achieve substantial cost savings in data and telecommunications
networking environments. 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, which is a easy-to-use graphic pictorial of the actual physical work
areas used by individuals. 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
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) graphical user interface. 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.

-13-

Since launching its marketing campaign on a limited basis in early
2001, the DynaTraX(TM) has been received 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, Nortel
Networks, Allied Irish Bank, Sanko Telecom of Japan, and Blue Cross of Florida.

Tech Labs' long-term growth strategy includes the continued development
of DynaTraX's(TM) technological capabilities, and concurrently, product
integration and establishment of strategic partnerships with world-class
software and hardware vendors. Presently, Tech Labs is a teaming partner with
BAE Systems, a large military contractor, in marketing DynaTrax(TM) to the U.S.
Government. We also signed a teaming agreement with EPS, Inc., also a military
contractor, to market DynaTrax(TM) and the IDS to the U.S. Government.

The DynaTraX(TM) Enterprise Management Solution or "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).
Subsequently, the 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.

The marketing channels we will rely on to sell our products will be the
value-added resellers "VARs" responsible for delivery of a turn-key information
service, or for the implementation, management and maintenance of private
customer premise network facilities.

There are at least four companies that have products that compete with
the DynaTraX(TM) product. However, we believe none of these competitors offer a
product with all of the features or capabilities of DynaTraX(TM). 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 which 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 which 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 which 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:

-14-

o rearranging network physical layer connections, E.G., 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.

Although we believe that the DynaTraX(TM) technology will serve as the
basis for new products in the area of multi-media, digital network distribution
and management equipment for use in campus and building facilities, our ability
to successfully market our products will depend upon several factors including,
among others:

o The development of an effective marketing and distribution
network;

o The acceptance of our products by potential users; and

o Our ability to support existing products and develop and
support new products that are compatible with other systems in
use by potential customers and provide useful features that
are user friendly.

Infrared Intrusion Detection System or "IDS"
- --------------------------------------------

In April 1997, we formed Tech Logistics, Inc., a joint venture
subsidiary owned at that time 80% by Tech Labs and 20% by Carmine O. Pellosie,
Jr., a director of our company and president of International Logistic, Inc., a
privately owned company that distributes police, security, safety and
communication security devices. In May 1998, we acquired Mr. Pellosie's interest
in Tech Logistics. Our focus in this enterprise is the development and marketing
of the Intrusion Detection System, or "IDS." The IDS is an active infrared
sensor system able to detect intrusions by humans or vehicles into protected
areas. The IDS was originally developed by Elktronic Apparatebau GmbH, "EAG," a
German company, for NATO.

The IDS is comprised of an aluminum housed infrared optics and
electronic control circuitry by which a sender device emits an infrared beam
which is sensed by a receiving module. Any interruption in the beam will trigger
an alarm. The IDS units may be deployed in either a permanent installation, such
as a fixed pole or wall, or in a portable installation, such as a movable
tripod.

We entered into an agreement dated effective as of October 1, 1997 with
EAG, W.T. Sports, Ltd. and FUA Safety Equipment regarding the manufacture and
marketing of the IDS. Under the terms of the agreement we were granted an
exclusive right until September 30, 2007 to manufacture and sell in the U.S.,
Canada and South America the IDS products. The agreement provides that until
March 31, 2001 gross pre-tax profits will be shared 70% to Tech Labs and 30% to
FUA. From April 1, 2001 until September 30, 2007 the gross pre-tax profits in
excess of 16% will be shared 70% to Tech Labs and 30% to FUA. We will also pay
FUA a royalty of 5% of the cost of any IDS products we manufacture and sell. We
currently assemble the IDS, upon receiving purchase orders, in our New Jersey
facility from parts shipped to us by FUA Safety Equipment, which manufactures
the component parts.

-15-

We believe demand for this product will grow rapidly, particularly in
light of the recent terrorist attack that occurred on September 11, 2001.
Accordingly, we market the IDS product to the security and anti-terrorist
industry. Over the last few years we have developed teaming relationships with
our businesses, such as BAE, Inc. and with them have jointly marketed the IDS to
the U.S. military.

In 1999 we received approval for the IDS from the U.S. Air Force for
inclusion in their Tactical Automated Security System program, which is a
security system intended to thwart enemy attacks on critical military
installations throughout the world. We believed this to be significant, even
though it assures us of no IDS orders, because it gives credibility to the
technology and the product. Since then we have continued to expand our contacts
with the military, and have had the IDS tested by Army. We have also,
individually, and through our teaming partners, marketed the IDS to nuclear and
power plants, civilian airports, oil production facilities, ports and other
various other high-risk properties.

This industry has a number of different competing products and
technologies. The IDS technology is based on an active infrared beam. Other
competing technologies include microwave detection, fiberoptic vibration
detection, buried cable vibration systems and passive infrared systems, which
are made by such companies as Southwest Microwave, FiberSyns and ECSI.
Competition in the industry is partly based on price and partly on other factors
such as effectiveness of a product in the field, acceptable levels of false
alarms for a given application and service. We have a number of competitors for
the IDS products offering competitive technology, many of whom have greater
financial and other resources.

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.

Marketing Strategies
- --------------------

Marketing. We are implementing a marketing program consisting of:
- ---------

DISTRIBUTION THROUGH TYPICAL RESALE CHANNEL PARTNERS. These are independent
organization businesses which market our products with other products. They 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. These companies will be working
in the markets (commercial or government) we have targeted and will already have
established a customer base.

BUILDING SALES AND SALES LEAD. In addition to the already existing networks of
existing and potential clients known by our managers and resale channel
partners, Tech Labs, contingent upon sufficient resources, will also embark on
an aggressive promotion program consisting of advertising in trade journals,
trade show participation and mailing campaigns.

ADVERTISING. There will be a continuous program for both commercial and military
markets involving a focused DynaTraX(TM) Enterprise Management Solution campaign
in at least three trade magazines - two commercial and one government.

-16-

TRADE SHOWS. We hope to do at least six shows per year, comprised of two major
industry shows and four smaller territory focused government "AFCEA" trade
shows. In addition, Tech Labs will also participate in two or more shows as part
of exhibits setup by its channel and teaming partners.

MAILING CAMPAIGN. Tech Labs will use commercial and government industry mailing
lists available through industry trade organizations. These lists will be
territorially arranged focusing on the proper person or groups involved in
specifying, recommending and/or purchasing DynaTraX(TM) products.

Marketing Channels.
- ------------------

The sales infrastructure for DynaTraX(TM), we anticipate, will include
a three-tier sales organization structure comprised of a senior company sales
executive managing up to five "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 to be primary target customers.

Market areas will be established in phases over a two-year period,
starting with the East Coast where the company presently has established a base
of operations in two regional territories, New York and Florida. The goal is to
have a minimum of three regional territory sales managers in each market area.
For example, on the East Coast we will initially setup managers in the
Northeast, New York City/New Jersey Metro region, Mid-Atlantic - Washington DC
region, and Southeast - Orlando/Tampa Florida region. Regional territories are
further broken down to local-territory units, which are smaller sales
territories allocated to a particular sales representative or organization.
During the initial East Coast buildup phase, we will support other market
company agents (technical representatives) operating in the regional territories
targeted for development. Representatives will be supported by the closest
regional sales office manager.

U.S. MILITARY

The Department of Defense is presently under a mandate from the
President and Congress to minimize costs and maximize efficiency. 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 we are targeting includes: Improving IT network
management and maintenance capabilities; supporting "rapid deployment" for
configuring networks and for recovering from network disasters; having current
and accurate information about network configurations, connected assets and
usage statistics; preventing hackers or other type of unauthorized attempts from
gaining access to network resources, and 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. 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 (especially the FBI, CIA, and NSA)
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

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

-17-

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 year ended December
31, 2001, cannot characterize any particular company as being our "largest"
supplier. During the year ended December 31, 2000, Wiggins Plastics was our
largest supplier with 7.4% of our overall inventory purchases. These purchases
were primarily used in the manufacture of electromechanical switches. 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, 2001, and December 31, 2000, was as follows:

As of December 31, 2001: $14,146

As of December 31, 2000: $586,441

The decrease in the backlog reflects the decrease we have experienced
in our sales. The figures also represent a snapshot of our backlog orders at
such date. The backlog of written firm orders for our products and services as
of May 17, 2002, and May 17, 2001, was as follows:

As of May 17, 2002: $86,255

As of May 17, 2001: $445,450

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 User Interface for Local Area Network. This patent covers
technology which allows communication between the user and the
equipment controlling the network. This patent expires in
2013.

o Token Ring. This patent covers technology which transmits
information between devices on a network. This patent expires
in 2013.

o Half Duplex Circuit for Local Area Network. This patent covers
technology which 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 which is a switch that can either connect or
disconnect one or more devices on a network. This patent
expires 2015.

We have also received a Notice of Allowance and Issue Fee Due from the
United States Patent and Trademark Office in connection with our patent
application entitled MULTI-PROTOCOL CROSS CONNECT SWITCH. We paid the issue fee
and we expect the application to mature into a patent within a few months. In
addition, Tech Labs has a U.S. patent pending on new technology relating to the
protection of computer networks from hacker attacks, the POSITIVE ACCESS
SECURITY SYSTEM.

-18-

Employees
- ---------

We have 14 full-time employees, including our officers, five of whom
were engaged in manufacturing, one in repair services, one in administration and
financial control, two in engineering and research and development, two in
marketing and sales, and three in management.

Facilities; Manufacturing
- -------------------------

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 $49,000 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. Currently, we are operating at approximately 30 to 35% of
our capacity. In 2001, we operated at approximately 30 to 35% of capacity, and
in 2000 we operated at approximately 50% of capacity.

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 electronic 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.

We have limited research and development facilities and currently
employ one engineer.

Litigation
- ----------

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. The suit was filed against us by a former
employee of Tech Labs 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 and we are assisting a decision of the
arbitrator.

MANAGEMENT

Directors, Executive Officers, and Key Consultants
- --------------------------------------------------

Name Age Title
---- --- -----

Bernard M. Ciongoli 55 President, Treasurer, and Director

Earl M. Bjorndal 50 Vice President and Director

Carmine O. Pellosie, Jr. 59 Secretary and Director

Salvatore Grisafi 71 Director

Each director is elected for a period of one year and until his
successor is duly elected by shareholders and qualified. Officers serve at the
will of the board of directors.

Bernard M. 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.

-19-

Earl M. 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. 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.

Salvatore Grisafi has been a director since August of 2000. Mr. Grisafi
is president of MPX Network Solutions, a privately held
telecommunications/networking business development and marketing consulting
company. Through MPX, Mr. Grisafi's primary experience over the past five years
has been serving as a consultant to Tech Labs. Mr. Grisafi assisted Tech Labs in
identifying potential markets and new technologies for Tech Labs, assisting in
the acquisition of the DynaTrax(TM) technology from NORDX/CDT, and in
identifying other opportunities and business strategies. Mr. Grisafi is a
graduate of the New York Institute of Technology.

Tech Labs' success will depend 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, however, have an employment agreement with
him. We previously had key-man life insurance on Mr. Ciongoli but recently
terminated the policy as part of our cost saving measures. Expansion of our
business may 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 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.

Executive Compensation
- ----------------------

The following table summarizes the compensation paid to or earned by
our president. No other officer has received compensation in excess of $100,000
in any recent fiscal year.

Summary Compensation Table

Long-Term
Annual Compensation Compensation
------------------- ------------
Shares of
Common Stock
Issuable Upon
Name and 2001 Exercise of
Principal Position Year Salary($) Bonus($) Options
- ------------------ ---- --------- -------- -------

Bernard M. Ciongoli 2001 $135,000 0 600,000
President, Treasurer 2000 $125,000 0 250,000
1999 $125,000 0 0

The following table sets forth information relating to all options
granted to named executive officers:

Option Grants in Fiscal Year 2001

Percent of
Number of Total Options
Securities Underlying Granted to Employees Exercise Expiration
Name Options Granted in Fiscal Year (%) Price Date
- ---- --------------- ------------------ ----- ----

Bernard M. Ciongoli 100,000 15.38 $.9625 3/01/06
500,000 76.92 $.43 8/01/06

-20-

Tech Labs has entered into an employment agreement for a term of five
(5) 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 currently 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 (2%) 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 (5)
years from the date of grant, to purchase 500,000 shares of stock at $.43 per
share, such option to vest in increments of 100,000 shares every six (6) months
commencing February 1, 2002. The agreement is automatically renewable for three
(3) 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 vest 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 vests 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.

We do not have employment agreements with any other named executive
officers. Our directors are not presently compensated.

Consultants
- -----------

We entered into a consulting agreement with MPX Network Solutions, Inc.
We believe the terms of the agreement with MPX, whose president is also a
director of Tech Labs, Salvatore Grisafi, are as fair to us as could have been
made with an unaffiliated party. Mr. Grisafi has dedicated his time over the
last several years to assisting Tech Labs. We have had the benefit of Mr.
Grisafi's services and experience without incurring the cost of hiring him as
our employee. The agreement, as amended, expired on March 21, 2002, and provided
that:

o MPX will provide consulting services in the areas of
marketing, customer relations and strategic and product
development planning, particularly with regard to
communications products;

o MPX will receive an annual fee of $52,000 and commissions on
sales of telecommunications products during the term of the
agreement ranging from 3% of the first $2,000,000 of the net
sale prices to 1/2% of the net sale prices over $4,000,000,
and

o MPX will receive 50,000 shares of common stock; which were
valued at then current market prices, and, options to purchase
(i) options to purchase up to 25,000 shares exercisable for 3
years at $0.75 per share, and (ii) options to purchase up to
25,000 shares exercisable for 4 years at $0.75 per share but
which do not vest until the "Positive Network Access Security"
patent filed by Tech Labs is approved by the U.S. Patent and
Trademark office.

These services were provided on an as needed basis. Since the
expiration of the agreement we reached an oral agreement with MPX for it to
continue to provide services to us. MPX will receive an annual fee at the rate
of $26,000 a year, which is a 50% reduction from the previous arrangement. This
reduction was necessitated by Tech Labs' cost savings measures. MPX recognizes
the necessity of this reduction. MPX will also continue to receive commissions
on the sales of Tech Labs' products at the same rate in the expired agreement.

We also entered into a consulting agreement with Scott Coby which
expires at the end of May, 2002. Under the terms of the agreement, the
consultant provides certain marketing and financial services, including
assistance with the development of our business plan, securing capital and
marketing our products. In consideration for entering into the agreement, which
has an initial term of two years, we issued to the consultant a warrant to
purchase 50,000 shares of common stock at $1.85 per share exercisable for five
(5) years.

We issued an additional warrant to Scott Coby to purchase up to 200,000
shares of common stock at $3.50 per share exercisable for five (5) years. This
warrant vests in increments of 25,000 warrants for every $250,000 of sales of
Tech Lab's products to purchasers obtained by consultant within the initial two
(2) year term of the consulting agreement with Mr. Coby. The shares underlying
the warrants have certain registration rights.

We also entered into a consulting agreement with Barry Bendett. Under
the terms of the agreement the consultant will provide certain business
development services, including but not limited to, expanding the customer base,
financial planning, corporate structuring and marketing matters. In
consideration for entering into the agreement, which has an initial term of two
(2) years, we issued to the consultant an option to purchase 100,000 shares of
common stock at $4.00 per share exercisable for three (3) years. Pursuant to the
terms of the agreement, we also issued to Mr. Bendett an aggregate of 170,000
shares for his services.

-21-

Stock Option Plans
- ------------------

On December 11, 1996, the board of directors adopted a stock option
plan for officers, directors, and other key employees. Options issued pursuant
to the stock option plan to qualified key employees are meant to qualify as
incentive stock options within the meaning of Section 422A of the Internal
Revenue Code. A total of 450,000 shares were set aside for this purpose.
Currently outstanding under this plan are grants of options for an aggregate of
306,000 shares, of which 100,000 were granted at an exercise price of $0.9625,
111,000 were granted at an exercise price of $2.68125, 25,000 were granted at an
exercise price of $2.4375 and 70,000 were granted at an exercise price of
$0.875.

The 1996 Plan is administered by a committee appointed by the board of
directors, which is comprised of two or more members of the board. The
committee's interpretation and construction of the stock option plan is final
unless otherwise determined by the board.

Options granted under the 1996 Plan shall have an option price not less
than 100% of the fair market value of the shares of Tech Labs' common stock on
the date of the granting of the option, or 110% of the fair market value for
stockholders who, at the time of grant, posses more than 10% of the total voting
power of all classes of stock. If the aggregate fair market value of the shares
of stock, determined as of the date of grant, during any calendar year exceeds
$100,000 then only the first $100,000 of such shares exercised will be treated
as incentive stock options.

Any option must be granted within 10 years of the date the plan was
adopted or approved by the shareholders, whichever is earlier. The option, by
its terms, must be exercisable within 10 years of the date it is granted. If,
however, options are granted to an optionee who, at the time of grant, possesses
more than 10% of the total voting power of all classes of stock, the options
granted shall be exercisable no more than 5 years from the date of grant.
Options generally may be exercised only if the optionee remains continuously
associated with Tech Labs from the date of grant to the date of exercise.
However, options may be exercised upon termination of employment or upon death
of any employee within certain specified time periods.

CERTAIN TRANSACTIONS

The following information describes certain transactions between Tech
Labs and certain affiliated parties. Future transactions, if any, must be
approved by the board of directors.

In March, 1999, we entered in to a consulting agreement with MPX
Network Solutions, Inc. which expired in March, 2002. Sal Grisafi is the
president of MPX and a director of Tech Labs. See "Management-Consultants."

In March of 2001, we extended the term of our consulting agreement with
MPX Network Solutions Inc., whose president, Salvatore Grisafi, is also a
director of Tech Labs, until March 21, 2002. Since the expiration of the
agreement we reached an oral agreement with MPX for it to continue to provide
services to us. MPX will receive an annual fee at the rate of $26,000 a year,
which is a 50% reduction from the previous arrangement. This reduction was
necessitated by Tech Labs' cost savings measures. MPX recognizes the necessity
of this reduction. MPX will also continue to receive commissions on the sales of
Tech Labs' products at the same rate in the expired agreement.

PRINCIPAL STOCKHOLDERS

The following table describes, as the date of this prospectus, the
beneficial ownership of our common stock by:

o persons known to us to own more than 5% of such stock, and

o the ownership of common stock by our directors, and by all
officers and directors as a group.

-22-

Number of Shares Owned % of
Name Beneficially Common Stock
- ---- ------------ ------------

Bernard M. Ciongoli 1,140,334 18.97%
Earl Bjorndal 273,444 5.00%
Carmine O. Pellosie, Jr. 60,000 1.11%
Salvatore Grisafi 100,000 1.83%
Libra Finance, S.A. 275,000 4.85%
Celeste Trust Reg 598,115 9.99%
The Endeavour Capital Investment Fund, S.A. 598,115 9.99%
Esquire Trade & Finance 598,115 9.99%
All officers and directors as a group (4 persons) 1,573,778 26.91%

Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of common stock that an individual or entity has a right to
acquire within 60 days pursuant to the exercise of options or warrants are
deemed to be outstanding for the purposes of computing the percentage ownership
of such individual or entity, but are not deemed to be outstanding for the
purposes of computing the percentage ownership of such individual or entity, but
are not deemed to be outstanding for the purposes of computing the percentage
ownership of any other person or entity shown in the table.

o The information for Mr. Ciongoli includes 120,334 shares that
may be acquired within 60 days pursuant to the exercise of
options granted under our 1996 stock option plan and 500,000
shares issuable upon exercise of options earned under our
employment agreement with Mr. Ciongoli.

o The information for Mr. Bjorndal includes 75,000 shares that
may be acquired within 60 days pursuant to the exercise of
options granted under our 1996 stock option plan.

o The information for Mr. Grisafi includes 50,000 shares that
are owned by MPX Network Solutions, Inc., a company that Mr.
Grisafi controls and in which Mr. Grisafi's wife holds all of
the outstanding shares, and 50,000 shares that may be acquired
within 60 days pursuant to the exercise of two (2) non-plan
grants of stock options.

o The information for Mr. Pellosie includes 20,000 shares
issuable upon the exercise of immediately exercisable options
granted under our 1996 stock option plan.

o The number of shares beneficially owned by each of Celeste
Trust Reg, The Endeavour Capital Investment Fund, S.A., and
Esquire Trade & Finance may not exceed, by the terms of their
Subscription Agreement with Tech Labs, 9.99% of the
outstanding number of shares of common stock of Tech Labs.
Beneficial ownership is calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and
Regulation 13d-3 thereunder. Based on a conversion price for
the Notes of $0.17, no more than an amount equal to
approximately 598,115 shares may be converted by each of
Celeste Trust Reg, The Endeavour Capital Investment Fund,
S.A., and Esquire Trade & Finance at any one time; provided,
however, each of the above mentioned parties is not precluded
from converting the maximum amount permissible under the
Notes, immediately disposing of some or all of those shares
and subsequently converting additional amounts remaining under
the Notes. If the aforementioned parties engaged in such a
practice or voided the 9.99% limitation, the parties could be
issued a total of 6,445,247 shares at a conversion price of
$0.17 per share.

-23-

PLAN OF DISTRIBUTION

Tech Labs is registering this offering of shares on behalf of the
selling securityholders. Tech Labs will pay all costs, expenses and fees related
to the registration, including all registration and filing fees, printing
expenses, fees and disbursements of its counsel, blue sky fees and expenses.

The selling securityholders shares may be sold to purchasers from time
to time directly by and subject to the discretion of the selling
securityholders. The selling securityholders may, from time to time, offer their
securities for sale through underwriters, dealers, or agents, who may receive
compensation in the form of underwriting discounts, concessions, or commissions
from the selling securityholders and/or the purchasers of the securities for
whom they may act as agents.

Any underwriters, brokers, dealers, or agents who participate in the
distribution of the securities may be deemed to be "underwriters" under the
Securities Act, and any discounts, commissions, or concessions received by any
such underwriters, dealers, or agents may be deemed to be underwriting discounts
and commissions under the Securities Act. Accordingly, any commission, discount
or concession received by them and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts or commissions
under the Securities Act of 1933. Because the selling securityholders may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, the selling stockholders will be subject to the
prospectus delivery requirements of the Securities Act of 1933. Each selling
securityholder has advised Tech Labs that it has not yet entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares.

At the time a particular offer is made by or on the behalf of the
selling securityholders, a prospectus, including any necessary supplement
thereto, will be distributed which will set forth the number of shares of common
stock and other securities being offered, and the terms of the offering,
including the name or names of any underwriters, dealers, or agents, the
purchase price paid by any underwriter for the shares purchased from the selling
securityholders, any discounts, commissions and other items constituting
compensation from the selling securityholders, any discounts, commissions, or
concessions allowed, reallowed, or paid to dealers, and the proposed selling
price to the public.

The selling securityholders have agreed to sell the shares only through
registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states the shares may not be sold
unless they have been registered or qualified for sale in the applicable state
or an exemption from registration or qualification is available and is complied
with.

The sale of the securityholder shares may be effected from time to time
in transactions, which may include block transactions, in:

o the over-the-counter market;

o in negotiated transactions; or

o a combination of such methods of sale or otherwise.

Sales may be made at fixed prices which may be changed, at market
prices prevailing at the time of sale, or at negotiated prices.

Selling securityholders may effect such transactions by selling their
securities directly to purchasers

o through broker-dealers acting as agents; or

o to broker-dealers who may purchase shares as principals and
thereafter sell the securities from time to time in the market
in negotiated transactions or otherwise.

-24-

The selling securityholders have been advised that the shares may only
be sold in New Jersey through a registered broker-dealer or in reliance upon an
exemption from registration.

Broker-dealers, if any, may receive compensation in the form of
discounts, commissions, or concessions and/or the purchasers from whom such
broker-dealers may act as agents or to whom they may sell as principals or
otherwise, which compensation as to a particular broker-dealer may exceed
customary commissions.

If any of the following events occurs, this prospectus will be amended
to include additional disclosure before offers and sales of the securityholder
shares are made:

o To the extent such securities are sold at a fixed price or by
option at a price other than the prevailing market price, such
price would be set forth in this prospectus;

o If the securities are sold in block transactions and the
purchaser wishes to resell, such arrangements would be
described in this prospectus;

o If the compensation paid to broker-dealers is other than usual
and customary discounts, commissions, or concessions,
disclosure of the terms of the transaction would be included
in this prospectus.

This prospectus would also disclose if there are other changes to the
stated plan of distribution, including arrangements that either individually or
as a group would constitute an orchestrated distribution of the securityholder
shares.

The selling securityholders will be subject to applicable provisions of
the Securities Exchange Act of 1934 and their associated rules and regulations,
including Regulation M. These provisions may limit the timing of purchases and
sale of shares of the common stock of Tech Labs by the selling securityholders.
Tech Labs will make copies of this prospectus available to the selling
securityholders and has informed them of the need for delivery of copies of this
prospectus to purchases at or before the time of any sale of the shares.

OFFERING BY SELLING SECURITYHOLDERS

The following tables set forth certain information concerning each of
the selling securityholders. The shares are being registered to permit the
selling securityholders and their transferees or other successors in interest to
offer the shares from time to time. Except for Stursberg & Veith none of the
selling securityholders has held any position or office or had a material
relationship with Tech Labs or any of our affiliates within the past three years
other than as a result of the ownership of our common stock or as a creditor
under the Notes.

Selling securityholders are under no obligation to sell all or any
portion of their shares. Particular selling shareholders may not have a present
intention of selling their shares and may sell less than the number of shares
indicated.

-25-

The following table assumes that the selling shareholders will sell all
of their shares.

Number of Percent of Percent of
Shares Number of Shares Shares
Beneficially Number of Shares Owned Owned
Owned Shares Owned Beneficially Beneficially
Prior to Being After Prior to the After
Selling Shareholders Offering(1) Offered Offering Offering the Offering
- -------------------- ----------- ------- -------- -------- ------------

Celeste Trust Reg(2)(3)
c/o Trevisa-Treuhand-Anstalt Landstrasse
8 Furstentums
99996 Balzers
Liechtenstein 598,115 5,471,912 0 9.99% 0%

The Endeavour Capital Investment Fund, S.A.(2)
Cumberland House 27
Cumberland Street
Nassau New Providence
Bahamas 598,115 5,471,912 0 9.99% 0%

Esquire Trade & Finance, Inc.(2)
Trident Chambers
P.O. Box 146, Road Town
Tortolu, BVI 598,115 5,471,912 0 9.99% 0%

The Endeavour Management Inc. S.A(3)
Cumberland House 27
Cumberland Street
Nassau New Providence
Bahamas 137,500 137,500 0 3.33% 0%

Libra Finance, S.A(3)
P.O. Box 4603
Zurich, Switzerland 275,000 275,000 0 5.08% 0%

Stursberg & Veith(4)
405 Lexington Avenue
New York, NY 75,000 75,000 0 1.43% 0%

(1) Based upon the information we have received, we assume that the selling
securityholders have sole voting and investment power with respect to
all shares owned.

(2) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is
not necessarily indicative of ownership for any other purpose. The
number of shares of common stock shown as being offered by the selling
securityholders represents 200% of the number of shares of common stock
to be offered by such selling securityholders assuming the remaining
balance on the Notes is converted into common stock. When we initially
filed the registration statement, which this prospectus is a part of,
such conversion equaled 16,415,736 shares. Since we have filed the
first amendment to the registration statement, Tech Labs stock price
has increased slightly and the balance due under the Notes has
decreased, which changes the number of shares equal to 200% of the
conversion of the Notes. On April 5, 2002, we were required to register
16,415,736 shares of our common stock for the benefit of the
noteholders.

As of May 15, 2002 there was a outstanding balance of $1,095,692 on the
Notes. At the conversion price of $0.17, calculated as of May 20, 2002,
that results in a total of 6,445,247 shares if the noteholders convert
the entire balance into common stock, or 12,890,494 shares at 200% of
such conversion.

Celeste Trust Reg and Esquire Trade and Finance, Inc. each have a
balance, principal and interest, of $362,303 remaining on the Notes,
and the Endeavour Capital Investment Fund has a balance of $371,085 as
of May 15, 2002. The actual number of shares of common stock issuable
upon conversion of the Notes is indeterminate, is subject to adjustment
and could be materially less or more than such estimated number
depending on factors which cannot be predicted by Tech Labs at this
time, including the future market price of the common stock.

The actual number of shares being registered under this registration
statement includes 200% of the number of shares of common stock
issuable upon exercise of the Notes and interest payable thereon
calculated as of the initial filing of the registration statement,
which this prospectus is a part, which is required of Tech Labs
pursuant to the terms of the Subscription Agreement with the
noteholders. The Notes are convertible at a price equal to 85% of the
average of the five lowest closing bid prices of the common stock
during the twenty-two (22) business days immediately preceding the
closing of the financing transaction in which Tech Labs delivered the
Notes and to the selling securityholders or 85% of the five lowest bid
prices during the twenty-two (22) business days through the date of
conversion of the Notes, whichever is lower. Therefore, the number of
shares issuable upon conversion of the Notes may be less than or
greater than the number of shares shown as beneficially owned or to be
offered by the selling securityholders or otherwise covered by this
prospectus.

-26-

Pursuant to the terms of the Subscription Agreement, the Notes are
convertible by each selling securityholder and interest is payable in
common stock only to the extent that the number of shares of common
stock then beneficially owned, as determined in accordance with Section
13(d) of the 1934 Act and Rule 13d-3 thereunder, by such selling
securityholder and its affiliates would not exceed 9.99% of the then
outstanding shares of common stock of Tech Labs, provided such selling
securityholder has not sent written notification to Tech Labs that it
wishes to void the 9.99% limitation. Furthermore, the selling
securityholders are not precluded from converting the maximum amount
permissible under the Notes, immediately disposing of some or all of
those shares and subsequently converting additional amounts remaining
under the Notes.

(3) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other
purpose.

(4) Stursberg & Veith has been legal counsel to Tech Labs for the past four
years. In recognition of the fact that certain selling securityholders
may wish to be legally permitted to sell their shares of common stock
when they deem appropriate, we agreed with certain selling
securityholders to file with the United States Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement on Form SB-2, of which this prospectus is a
part, with respect to the resale of the shares of common stock, and
have agreed to prepare and file amendments and supplements to the
registration statement as may be necessary to keep the registration
statement effective until the shares of common stock are no longer
required to be registered for the sale thereof by certain selling
security holders.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 25,000,000 shares of common
stock having a par value of $.01 each, of which 5,389,029 are currently
outstanding and 15,191 shares are held in treasury. There are currently
approximately 255 holders of common stock.

Common Stock
- ------------

Each share of common stock is entitled to one vote on all matters
submitted to a vote of shareholders. The common stock does not have cumulative
voting rights, which means that the holders of a majority of the outstanding
shares may elect all of the directors of Tech Labs. The common stock does not
have any preemptive rights. Stockholders holding a majority of the voting power
of the capital stock issued and outstanding and entitled to vote, represented in
person or by proxy, are necessary to constitute a quorum at any meeting of our
stockholders, and the vote by the holders of a majority of such outstanding
shares is required to effect certain fundamental corporate changes such as
liquidation, merger or amendment of our certificate of incorporation.

Holders of common stock are entitled to receive dividends pro rata
based on the number of shares held, when, as and if declared by the board of
directors, from funds legally available therefor. In the event of the
liquidation, dissolution or winding up of the affairs of our company, all assets
and funds of our company remaining after the payment of all debts and other
liabilities shall be distributed, pro rata, among the holders of the common
stock. Holders of common stock are not entitled to preemptive, subscription, or
conversion rights, and there are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are, and
the shares of common stock offered hereby will be when issued, fully paid and
non-assessable.

-27-

Common Stock Purchase Warrants
- ------------------------------

In October 2000, Tech Labs issued 412,500 warrants to purchase shares
of common stock at an exercise price of $4.80 per share, subject to adjustment,
at any time until 5:00 pm New York time, on October 13, 2003. Tech Labs may call
the warrants on thirty days written notice, provided the average closing bid
price equals or exceeds $8.00 per share for twenty consecutive business days and
the average daily volume is at least 90,000 shares per day.

The exercise price of the warrants and the number of shares of common
stock issuable upon exercise thereof are subject to adjustment in certain
events, including stock splits or combinations, stock dividends, or through
recapitalization resulting from stock split or combination.

6.5% Convertible Notes
- ----------------------

In October 2000, Tech Labs issued a $1,500,000 principal amount
convertible note which was originally due on October 13, 2003 but which has been
extended to December 30, 2002 pursuant to the terms of the Amended Redemption
Agreement. Interest is payable quarterly in cash or in shares of common stock at
the option of the noteholder. As of May 15, 2002, there was an aggregate of
$1,095,692, principal and interest remaining outstanding on the Notes. The
reduction in the outstanding amount due under the Notes reflects the amount of
the Notes which have been converted by the noteholders into the common stock of
Tech Labs and a payment by Tech Labs of $110,000 to the noteholders pursuant to
the terms of the Amended Redemption Agreement.

The Notes and their accrued interest are convertible at anytime while
any portion of them are outstanding into shares of Tech Labs common stock. The
Notes are convertible at a price equal to 85% of the average of the lowest
closing bid prices of the common stock during the five lowest bid prices during
the twenty-two (22) business days immediately preceding the issuance date of the
Notes or 85% of the five (5) lowest bid prices during the twenty-two business
days through the date of conversion of the Notes, whichever is lower.

Stock Options and Stock Option Plan
- -----------------------------------

In addition to the warrants to purchase 412,500 shares of our common
stock, we have outstanding options to consultants and third parties:

o to purchase 50,000 shares exercisable for five years at $1.85
per share,

o to purchase 75,000 shares exercisable for five years at $1.12
per share,

o to purchase 100,000 shares exercisable for three years at
$5.75 per share,

o to purchase 100,000 shares exercisable for three years at
$4.00 per share.

Tech Labs has granted options to purchase 300,000 shares exercisable at
$.50 per share pursuant to an employment agreement with Mr. Ciongoli, initially
dated October 1, 1998, all of which options have vested, and 500,000 shares
exercisable at $1.43 per share pursuant to the employment agreement with Mr.
Ciongoli dated August 24, 2001, which supersedes the prior employment agreement,
of which options to purchase up to 100,000 shares have vested to date and an
additional 100,000 shares shall vest every six months commencing February 1,
2002. As additional incentive, Mr. Ciongoli was granted options to purchase (i)
up to 100,000 shares under our 1996 stock option plan at an exercise price of
$0.9625, of which all 100,000 shares have vested; (ii) up to 111,000 shares
under our 1996 stock option plan at an exercise price of $2.68125, of which
74,000 shares have vested and the remaining 37,000 shares shall vest next year;
and (iii) a non-plan option to purchase up to 139,000 shares, at an exercise
price of $2.4375, of which 46,374 shares have vested and the remaining 92,666
shall vest over the course of this year and next.

-28-

We issued 50,000 shares of common stock to MPX pursuant to our
consulting agreement. Pursuant to the consulting agreement dated March 10, 1999
with Mint, in addition to the options set forth above, we issued an aggregate of
100,000 shares.

We have adopted a 1996 stock option plan for officers, directors, and
other key employees. A total of 450,000 shares have been reserved for issuance
under the 1996 Plan. Currently outstanding under this plan are grants of options
for an aggregate of 306,000 shares, of which 100,000 were granted at an exercise
price of $0.9625, 111,000 were granted at an exercise price of $2.68125, 25,000
were granted at an exercise price of $2.4375 and 70,000 were granted at an
exercise price of $0.875.

SHARES ELIGIBLE FOR FUTURE SALE

No assurance can be given as to the effect, if any, that future sales
of common stock will have on the market price of our common stock. Of our shares
of common stock currently outstanding, assuming no exercise of warrants or
conversion of convertible notes into shares of our common stock, 1,037,134 are
"restricted securities" as the term is defined in Rule 144 under the Securities
Act of 1933, as amended, and under certain circumstances may be sold without
registration pursuant to that rule. Subject to the compliance with the notice
and manner of sale requirement of Rule 144 and provided that we are current in
our reporting obligations under the Securities Exchange Act of 1934, a person
who beneficially owns restricted shares of stock for a period of at least one
year is entitled to sell, within any three month period, shares equal to the
greater of 1% of the then outstanding shares of common stock, or if the common
stock is quoted on the NASDAQ System, the average weekly trading volume of the
common stock during the four calendar weeks preceding the filing of the required
notice of sale on the Form 144, with the United States Securities and Exchange
Commission. As of the date of this prospectus, 973,912 shares of common stock,
held by beneficial owners, are eligible for sale pursuant to Rule 144. We are
unable to predict the effect that the sales made under Rule 144 otherwise may
have on the market price of the common stock prevailing at the time of any such
sales. Nevertheless, sales of substantial amounts of the restricted shares of
common stock in the public market could adversely effect the then prevailing
market for our common stock.

Market Information
- ------------------

Our common stock is listed on the OTC Electronic Bulletin Board under
the symbol "TCHL.OB." Trading in the common stock has historically been very
limited.

Transfer Agent
- --------------

The transfer agent for our common stock is Interwest Transfer Co.,
Inc., P. O. Box 17136, Salt Lake City, Utah 84117.

-29-

LEGAL MATTERS

The validity of the common stock offered in this offering will be
passed upon for us by Stursberg & Veith, 405 Lexington Avenue, New York, New
York 10174, the partners of which law firm own options to purchase 75,000 shares
and which are being registered pursuant to this prospectus.

EXPERTS

Charles J. Birnberg, CPA, independent auditor, has audited our
financial statements for the years ended December 31, 2000 and 2001 as set forth
in the report. We have included our financial statements in the prospectus and
elsewhere in the registration statement in reliance on Charles J. Birnberg's
report, given on his authority as expert in accounting and auditing.

ADDITIONAL INFORMATION

We have filed a registration statement on Form SB-2 under the
Securities Act of 1933, with the Securities and Exchange Commission with respect
to the common stock being registered pursuant to this prospectus. This
prospectus, which forms a part of the registration statement, does not contain
all of the information included in the registration statement and any of its
amendments and the exhibits, which are available for inspection without charge,
and copies of which may be obtained at prescribed rates, at the office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661-2511. The Commission maintains a Website at www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.

INFORMATION NOT REQUIRED IN PROSPECTUS

We will provide, without charge, to each person who received a
prospectus, upon written or oral request of such person to us at the mailing
address or telephone number listed below, a copy of any of the information
incorporated by reference. The mailing address of our principal executive
offices is Tech Laboratories, Inc., 955 Belmont Avenue, North Haledon, New
Jersey 07508, (973) 427-5333.

-30-

INDEX TO FINANCIAL STATEMENTS

Page
----

Report of Charles J. Birnberg, CPA Independent Auditor.......................F-2

Audited Financial Statements:

Balance Sheets..........................................................F-3, F-4

Statement of Operations......................................................F-5

Statement of Shareholder's Equity............................................F-6

Statement of Cash Flows......................................................F-7

Notes to Financial Statements................................................F-8

F-1

REPORT OF INDEPENDENT AUDITOR

Charles J. Birnberg, CPA
150 Overlook Avenue
Hackensack, New Jersey 07601

March 14, 2002

To The Board of Directors of Tech Laboratories, Inc.

I have audited the Balance Sheets of Tech Laboratories, Inc. as of
December 31, 2000 and 2001 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, 2000 and 2001
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

Hackensack, New Jersey

F-2

TECH LABORATORIES, INC.
BALANCE SHEETS
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

Assets

Three Months
Ended
2000 2001 March 31, 2002
------------ ------------ ------------

Current Assets:
Cash ........................................... $ 2,523,446 $ 892,003 $ 476,012
Marketable Securities (Note 1) ................. 64,333 40,000 40,000
Accounts Receivable, Net of Allowance of $10,000
in 2000 and 25,000 in 2001 ................... 93,952 112,200 155,789
Inventories (Notes 1 & 2) ...................... 1,286,838 2,075,479 2,243,180
Prepaid Expense ................................ 4,055 6,303 6,303
------------ ------------ ------------
Total Current Assets ....................... $ 3,972,624 $ 3,125,985 $ 2,921,284

Property, Plant and Equipment at Cost (Note 1)
Leasehold Improvements ......................... 2,247 2,247 2,247
Machinery, Equipment and Instruments ........... 467,100 524,730 524,730
Furniture and Fixtures ......................... 81,603 95,662 97,090
------------ ------------ ------------

$ 550,950 $ 622,639 $ 624,067

Less: Accumulated Depreciation & Amortization .. (342,551) (373,900) (379,590)
------------ ------------ ------------
Net, Property, Plant and Equipment ............. $ 208,399 $ 248,739 $ 244,477

Other Assets ....................................... $ 12,059 $ 12,059 $ 12,059
------------ ------------ ------------

Total Assets ............................... $ 4,193,082 $ 3,386,783 $ 3,177,820
------------ ------------ ------------

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

F-3

TECH LABORATORIES, INC.
BALANCE SHEETS
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

Liabilities and Stockholders' Investment

Three Months
Ended
2000 2001 March 31, 2002
------------ ------------ ------------

Current Liabilities:
Defaulted Convertible Notes ......................... $ -0- $ 1,219,202 $ 1,165,375
Current Portion of Long Term Debt (Note 5) .......... 17,198 33,347 33,074
Short-Term Loans Payable (Note 6) ................... 63,623 63,789 53,427
Accounts Payable and Accrued Expenses ............... 32,961 82,224 85,500
Other Liabilities ................................... 8,375 7,562 2,234
------------ ------------ ------------
Total Current Liabilities ....................... $ 122,157 $ 1,406,124 $ 1,339,610

Long Term Convertible Notes Payable ...................... 1,520,318 -0- -0-

Stockholders' Investment:
Common Stock, $.01 Par Value;
10,000,000 Shares Authorized in 2000 and 2001,
25,000,000 shares authorized in 2002 .............. $ 39,493 $ 47,836 $ 47,836
Less: 11,316 Shares Reacquired and Held in Treasury . (113) (113) (113)
------------ ------------ ------------
$ 39,380 $ 47,723 $ 47,723

Capital Contributed in Excess of Par Value .......... 4,060,287 4,339,478 4,339,478
Retained Earnings ................................... 0 0 -0-
Accumulated Deficit ................................. (1,549,060) (2,406,542) (2,548,991)
------------ ------------ ------------
$ 2,550,607 $ 1,980,659 $ 1,838,210
------------ ------------ ------------

Total Liabilities and Stockholders' Investment ...... $ 4,193,082 $ 3,386,783 $ 3,177,820
------------ ------------ ------------

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

F-4

TECH LABORATORIES, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

Three
Months
Ended
2000 2001 March 31, 2002
------------ ------------ ------------

Sales ....................................... $ 1,017,518 $ 568,083 $ 122,830
Costs and Expenses:
Cost of Sales ............................... 651,460 358,754 82,296
Selling, General and Administrative Expenses 818,552 1,050,476 164,662
------------ ------------ ------------
1,470,012 1,409,230 246,958
------------ ------------ ------------

Income/(Loss) From Operations ............... $ (452,494) $ (841,147) $ (124,128)
------------ ------------ ------------

Other Income (Expenses):
Interest Income ........................ $ 63,543 $ 69,442 $ 1,809
Interest Expense ....................... (29,704) (85,777) (20,130)
------------ ------------ ------------
$ 33,839 (16,335) $ (18,321)
------------ ------------ ------------

Income/(Loss) Before Income Taxes ...... $ (418,655) $ (857,482) $ (142,449)
Provision for Income Taxes (Notes 1 & 4) - - -
Net Income/(Loss) ........................... $ (418,655) $ (857,482) $ (142,449)
Accum. Earnings/(Deficit,) Beg. of Year $(1,130,405) $(1,549,060) (2,406,542)
------------ ------------ ------------
Accum. Earnings/(Deficit,) End of Year . $(1,549,060) $(2,406,542) $(2,548,991)
------------ ------------ ------------

EPS ......................................... $ (0.11) $ (0.19) $ (0.03)

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

F-5

TECH LABORATORIES, INC.
STATEMENT OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit Total
------ ------ --------- ------- -----

Balance December 31, 2000 4,019,039 $ 39,380 $ 4,060,287 $ (1,549,060) $ 2,550,607

Stock Issued
- ----- ------
o For Cash - - - - -
o For Services - - - - -
o For Compensation - - - - -
o For Conversion 1,087,568 8,343 279,191 - 287,534

Net Income/(Loss) - - - (857,482) (857,482)
------------ ------------ ------------ ------------ ------------

Balance December 31, 2001 5,106,607 47,723 4,339,478 (2,406,542) 1,980,659

Stock Issued - - - - -
- ----- ------
Net Income/(Loss) - - - (142,449) (142,449)
------------ ------------ ------------ ------------ ------------

Balance March 31, 2002 5,106,607 47,723 4,339,478 (2,548,991) 1,838,210

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

F-6

TECH LABORATORIES, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

Three Months
Ended
2000 2001 March 31, 2002
-------------- -------------- --------------

Cash Flows From (For) Operating Activities:
Income/(Loss) From Operations......................... $ (452,494) $ (841,147) $ (124,128)

Add/(Deduct) Items Not Affecting Cash:
Depreciation/Amortization (Note 1).................... 28,389 31,349 7,837

Changes in Operating Assets and Liabilities:
Marketable Securities................................. (2,880) 24,333 -0-
Accounts Receivable................................... (36,255) (18,248) (43,589)
Inventories........................................... (470,135) (788,641) (167,701)
Accounts Payable and Accrued Expenses................. (227,784) 49,263 3,276
Other Assets and Liabilities.......................... 5,185 (327) (18,110)
Interest Income....................................... 63,543 69,442 1,809
Interest Expense...................................... (29,704) (85,777) (20,130)
-------------- -------------- --------------

Net Cash Flows For Operating Activities................... $ (1,122,135) $ (1,559,754) $ (360,736)
-------------- -------------- --------------

Cash Flows From (For) Investing Activities:
Increase in Fixed Assets.............................. $ (92,989) $ (71,689) $ (1,428)

Net Cash Flows From (For) Investing Activities............ $ (92,989) $ (71,689) $ (1,428)
-------------- -------------- --------------

Cash Flows From (For) Financing Activities:*
Acquisition of Long Term Debt......................... $ 1,478,688 $ - 0 - $ -0-
Repayment of Short Term Debt.......................... (150,000) - 0 - (53,827)
Issuance of Common Stock.............................. 2,246,957 - 0 - -0-
-------------- -------------- --------------

Net Cash Flows From (For) Financing Activities............ $ 3,575,645 $ - 0 - $ (53,827)
-------------- -------------- --------------

Net Increase/(Decrease) in Cash........................... $ 2,360,521 $ (1,631,443) $ (415,991)

Cash Balance, Beginning of Year........................... 162,925 2,523,446 892,003
-------------- -------------- --------------

Cash Balance, End of Year................................. $ 2,523,446 $ 892,003 $ 476,012
-------------- -------------- --------------

* Significant Non-Cash Financing Activities:
----------- -------- --------- ----------

In 2001, $287,534 of Convertible Long-Term Debt was Converted into
Common Stock.

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

F-7

TECH LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH - Includes Tech Labs' checking account at Hudson United Bank plus
a Demand Money Market Account at Prudential Securities and Bear Stearns.

REVENUE RECOGNITION - Tech Labs recognizes all revenues when orders are
shipped.

ACCOUNTS RECEIVABLE - Tech Labs recognizes sales when orders are
shipped to customers. The allowance for bad debts is accrued based on a review
of customer accounts receivables aging.

INVENTORIES - Inventories are valued at cost or market, whichever is
lower. The FIFO cost method is generally used to determine the cost of the
inventories. At December 31, 2000, and 2001, physical inventories were taken and
tested. No physical inventory was taken at March 31, 2002.

PROPERTY AND DEPRECIATION - Additions to property and equipment are
recorded at cost. Depreciation is computed using the straight-line method over
the estimated useful lives of the assets as follows:

Assets Estimated Useful Lives
------ ----------------------
Machinery 5 to 7 years
Furniture & Fixtures 5 to 7 years

Maintenance and repairs are charged to 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.

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,
2001 and March 31, 2002.

(2) INVENTORIES:

Inventories at December 31, 2000, and 2001 were as follows:

Three Months
Ended
2000 2001 March 31, 2002
---- ---- --------------

Raw Materials & Finished Components $ 912,358 $ 993,666 $1,016,039
Work in Process & Finished Goods $ 374,480 $1,081,813 $1,227,141
---------- ---------- ----------
$1,286,838 $2,075,479 $2,243,180
---------- ---------- ----------

F-8

TECH LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

(3) INCOME/(LOSS) PER SHARE:

Pursuant to the provisions of SFAS No. 128, "Earnings Per Share," the
Net Income/(Loss) per share was calculated on the weighted average number of
shares outstanding during the year ended December 31, 2000, for the year ended
December 31, 2001, and for the first quarter 2002.

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,
2000 2001 2002
---- ---- ----
Net Income for the
Computation of Basic EPS (418,655) (857,482) (142,449)
========= ========= =========
Shares for Computation of
Basic EPS 3,834,485 4,562,823 4,567,823
========= ========= =========

(4) INCOME TAXES:

At December 31, 2000, and 2001 the balance of operating loss
carryforward was $2,292,591, and $3,150,073, 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 Non-Current
Year Ended Payee Interest Rate Amount Amount
- ---------- ----- ------------- ------ ------

2000 Hudson United Bank Prime +1.5% $17,198
2001 Hudson United Bank Prime +1.5% $33,347
March 31, 2002 Hudson United Bank Prime +1.5% $33,074

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, 2000, and December 31, 2001, was $63,623 for
2000, $63,789 for 2001 and $53,427 as of March 31, 2002 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 is due by December 31, 2002.

F-9

TECH LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

(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 Double T Sports LTD. whereby it
received exclusive rights to manufacture and market IDS products until September
30, 2007 in the US, Canada, and South America. Gross profits will be calculated
according to GAAP and distributed quarterly 70% to Tech Labs and 30% to FUA
until March 2001. Thereafter, until 2007 quarterly distribution will be based on
pretax profits in excess of 16% being shared 70% to Tech Labs and 30% to FUA. In
addition, FUA will 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 $1.3 million and $198,200. $28,000 of distributions are still owed.

(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 March 31, 2002, $334,625 of Principal on the convertible notes has
been converted into shares of Tech Labs' common stock.

(10) SUBSEQUENT EVENT:

On January 11, 2002, Tech Labs entered into a conversion and redemption
agreement concerning the Long-Term Debt referenced in Note (10). 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 in Note (9) above. This cure requires 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, be
declared effective on or before June 29, 2002. If the registration statement is
declared effective by such date and Tech Labs makes certain payments described
in Tech Labs' report on Form 8-K filed April 25, 2002, the maturity date of the
6.5% convertible notes will be extended from October 13, 2002 to December 30,
2002.

(11) GOING CONCERN:

F-10

TECH LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001
AND THREE MONTHS ENDED MARCH 31, 2002

(12) DISCLOSURE OF STOCK BASED COMPENSATION:

During 2001 Tech Labs awarded stock to several employees and two
outside consultants. The Company applies Accounting Principles Board ("APB")
Opinion No. 25. Tech Labs has also adopted the disclosure only provision of the
Statement of Financial Accounting Standards No. 123. Accordingly, no
Compensation Cost has been recognized for its Common Stock awards.

Had the fair value method of accounting been applied, net loss and loss
per share would have been increased to pro forma amounts for the year ended
December 31, 2001 as follows:

2001 Pro Forma 2001
---- --------------
Net Loss $(857,482) $(1,062,729)
Income/(Loss) Per Share $(0.19) $(0.23)

F-11

_____________, 2002

TECH LABORATORIES, INC.

16,903,236 Shares of Common Stock

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

PROSPECTUS

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

We have not authorized any dealer, salesperson, or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of the company
have not changed since the date hereof.

TABLE OF CONTENTS
Page
----

PROSPECTUS SUMMARY.............................................................1
RISK FACTORS...................................................................1
USE OF PROCEEDS................................................................7
PRICE RANGE OF COMMON STOCK....................................................7
DIVIDEND POLICY................................................................7
CAPITALIZATION.................................................................8
SELECTED FINANCIAL DATA........................................................8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................9
BUSINESS......................................................................12
MANAGEMENT....................................................................19
CERTAIN TRANSACTIONS..........................................................22
PRINCIPAL STOCKHOLDERS........................................................22
PLAN OF DISTRIBUTION..........................................................24
OFFERING BY SELLING SECURITYHOLDERS...........................................25
DESCRIPTION OF SECURITIES.....................................................27
SHARES ELIGIBLE FOR FUTURE SALE...............................................29
LEGAL MATTERS.................................................................30
EXPERTS.......................................................................30
ADDITIONAL INFORMATION........................................................30
INFORMATION NOT REQUIRED IN PROSPECTUS........................................30

INDEX TO FINANCIAL STATEMENTS................................................F-1

Until _________, 2002 (25 days after the date of this prospectus), all dealers
that effect transactions in these shares of Common Stock may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as an underwriter and with respect to their unsold
allotments or subscriptions.

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers
- -----------------------------------------

Tech Labs is incorporated in New Jersey. Under Section 14A:3-5 of the
Corporation Law of the State of New Jersey, a New Jersey corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees, and agents in connection with actions, suits, or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees, and agents,
against expenses incurred in any action, suit, or proceeding. The Certificate of
Incorporation and the By-laws of Tech Labs provide for indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of New Jersey.

The General Corporation Law of the State of New Jersey provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (a) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (b) for
acts of omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 14A:6-12 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the General Corporation Law of the State of New Jersey, or (d) for any
transaction from which the director derived an improper personal benefit. Tech
Labs's Certificate of Incorporation contains such a provision.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS, OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION
OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST
PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered hereunder. All of
such expenses are estimates, other than the filing fees payable to the
Securities and Exchange Commission.

Filing Fee -- Securities and Exchange Commission $ 1,569.90
Fees and Expenses of Accountants $ 5,250.00
Fees and Expenses of Legal Counsel $ 2,500.00
Blue Sky Fees and Expenses $ 1,000.00
Printing $ 2,000.00
Miscellaneous Expenses $ 1,000.00

Total...........................$ 13,319.90

Recent Sales of Unregistered Securities
- ---------------------------------------

As listed below, Tech Labs issued shares of its common stock, par value
$.01 per share, to the following individuals or entities for the consideration
as listed in cash or services. All sales made within the United States or to
United States citizens or residents were made in reliance upon the exemptions
from registration under the Securities Act of 1933 (the "Securities Act") as
follows:

1. In May, 2002, we issued 105,171 shares to each of Esquire Trade and Finance,
Inc. and Celeste Trust Reg., S.A. The shares were issued pursuant to a notice of
partial conversion pertaining to its 6.5% convertible promissory notes which are
convertible into shares of Tech Labs common stock. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

2. In May, 2002, we issued to The Endeavour Management Inc. S.A. 35,757 shares.
The shares were issued pursuant to a notice of partial conversion pertaining to
its 6.5% convertible promissory notes which are convertible into shares of Tech
Labs stock. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof.

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3. In April 2001, we issued to Pierre Bergeron, an employee of Tech Labs, 10,000
shares. The issuance of the shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof. The shares were issued to Mr.
Bergeron in consideration of his services to Tech Labs. Mr. Bergeron had
complete access to all relevant information regarding Tech Labs.

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

5. In March 2001 we issued to Ed Branca, an employee of Tech Labs Community
Networks of Southeast, Inc., 10,000 shares. The issuance of the shares was
exempt from registration under the Securities Act pursuant to Section 4(2)
thereof. The shares were issued to Mr. Branca in consideration of his services.
Mr. Branca had complete access to all relevant information regarding Tech Labs.

6. In January 2001 we issued to Barry Bendett, a consultant to Tech Labs, 65,000
shares pursuant to terms of a consulting agreement. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof. Mr. Bendett is a sophisticated investor and has complete access to all
relevant information regarding Tech Labs.

7. In November 2000 we issued to Barry Bendett, a consultant to Tech Labs,
options to purchase 100,000 shares at $4.00 per share. The issuance of the
options was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof. Mr. Bendett is a sophisticated investor and had complete
access to all relevant information regarding Tech Labs.

8. In October 2000 we issued a $1,500,000 principal amount convertible notes
which is due on October 13, 2002 to certain accredited investors. The issuance
of the note was made pursuant to Rule 506 of Regulation D under the Securities
Act.

9. In October 2000 we issued warrants to purchase 412,500 shares of our common
stock to accredited investors in connection with the issuance of the convertible
notes described above in Item 6. The issuance of the warrants was made pursuant
to Rule 506 of Regulation D under the Securities Act.

10. In July 2000 we issued 25,000 shares and an option to purchase 100,000
shares at $5.75 per share for a term of 3 years to m3communications, Inc.
pursuant to an asset purchase agreement between Tech Labs, Tech Labs Community
Networks of the Southeast, Inc., a subsidiary of Tech Labs, and the shareholders
of m3communications, Inc. The issuance of the securities was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof.

11. In June 2000 we issued 25,000 shares to Nathan Perlmutter pursuant to a
convertible note agreement dated September 5, 1997 which note was issued as part
of a private placement conducted pursuant to Rule 504 of Regulation D in 1997.

12. In July 2000 we issued 20,000 shares to Louis Tomasella, who is a former
director of Tech Labs, pursuant to Mr. Tomasella's exercise of stock options
granted to him under Tech Labs stock option plan.

13. In November 1999 we issued 75,000 shares to Mint Corporation for consulting
services pursuant to our agreement with Mint dated March 10, 1999. The issuance
of the shares was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof. The principals of Mint are sophisticated and had complete
access to all relevant information regarding Tech Labs.

14. In June 1999 we issued to Coby Capital Corporation, a consultant to Tech
Labs, options to purchase 50,000 shares at $1.85 per share. The issuance of the
options was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof. The principal of Coby Capital is accredited and had access
to all relevant information regarding Tech Labs.

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15. In June 1999 we sold 90,045 shares to two "accredited" investors for gross
proceeds of $200,000. The issuance of the shares was exempt from registration
under the Securities Act pursuant to Section 4(2) thereof.

16. In June 1999 we issued 25,000 shares to Mint Corporation for previously
rendered consulting services pursuant to our agreement with Mint dated March 10,
1999. Pursuant to said agreement, Mint was also granted options to purchase
100,000 shares at $1.25 per share and 100,000 shares at $1.75 per share. The
issuance of the shares and options was exempt from Registration under the
Securities Act pursuant to Section 4(2) thereof.

17. In June 1999 we issued 50,000 shares to MPX Network Solutions, Inc. pursuant
to a consulting agreement in exchange for services. The issuance of the shares
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof. The principal of MPX is sophisticated and had complete access to all
relevant information regarding Tech Labs.

18. In March 1999 we issued 600 shares to a noteholder in payment of $600 in
interest in lieu of cash, as provided under the terms of the note. The issuance
of the shares was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof. The noteholder purchased the note between December 1996
and October 1997 as part of the transaction set forth in transaction No. 15. The
noteholder was sophisticated and had the access to information described in
transaction No. 15.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
- ------------------------------------------

EXHIBIT INDEX

3.1 Certificate of Incorporation.(1)
3.2 By-Laws of Tech Labs.(1)
5.1 Opinion of Stursberg & Veith was previously filed.
5.2 Opinion of J. Howland Robinson was previously filed.
10.1 Amended Joint Marketing Agreement and Confidentiality and
Manufacturing Agreement dated as of October 1, 1998, between Tech
Labs and Elktronic Apparatebau GmbH (EAG), W.T. Sports, Ltd. and FVA
Safety Equipment, AG.(1)
10.2 Employment Agreement between Tech Labs and Bernard M. Ciongoli.(1)
10.3 First Amendment to Employment Agreement between Tech Labs and
Bernard M. Ciongoli.(2)
10.4 Second Amendment to Employment Agreement between Tech Labs and
Bernard M. Ciongoli dated February 21, 2001.(10)
10.6 Patent and Trademark assignments.(1)
10.7 Consulting Agreement dated March 10, 1999, between Tech Labs and
Mint Corporation.(2)
10.8 Consulting Agreement dated March 22, 1999, between Tech Labs and MPX
Network Solutions.(2)
10.9 Consulting Agreement dated June 2, 1999, between Tech Labs and Coby
Capital Corporation.(2)
10.10 Assignment of Lease dated May 1, 1992 between William Tanis as
Landlord, Forsee Corporation as Assignor and Tech Labs as
Assignee.(2)
10.11 Asset Acquisition Agreement dated as of March 12, 1999, by and
between NORDX/CDT, Inc. and Tech Labs.(2)
10.12 Tech Labs Stock Option Plan.(2)
10.13 Stock Option Agreement dated June 3, 1999, between Tech Labs and
Coby Capital Corporation.(2)
10.14 Stock Option Agreement dated March 10, 1999, between Tech Labs and
Mint Corporation.(2)
10.15 Stock Option Agreement dated March 10, 1999, between Tech Labs and
Mint Corporation.(2)
10.16 Joint Marketing Agreement dated October 15, 1999, between Tech Labs
and TravelNet Technologies, Inc.(3)
10.17 Promissory Note and Security Agreement dated October 25, 1999,
between Tech Labs and Peter B. Hirschfield, Trustee, Olive
Cox-Sleeper Trust dated 10/3/58 f/b/o Bert L. Atwater.(4)
10.18 Promissory Note dated December 13, 1999, between Tech Labs and
Campbell Steward.(5)
10.19 Promissory Note dated December 15, 1999, between Tech Labs and
Herbert L. Camp, Esq.(5)
10.20 Promissory Note dated December 20, 1999, between Tech Labs and
Thomas McKean, Esq.(5)
10.21 Shareholders Agreement dated June 23, 2000 by and between Tech Labs
Community Networks, Inc., the Shareholders of m3communications, Inc.
and Tech Labs Community Networks of the South East, Inc.(5)
10.22 Warrant Agreement dated June 23, 2000 executed by Tech Labs and
delivered to m3communications, Inc.(5)
10.23 First Amendment to Asset Purchase Agreement dated June 9, 2000
entered into by and between Tech Labs, m3communications, Inc. and
the shareholders of M3.(5)
10.24 Consulting Agreement dated as of November 13, 2000 by and between
Barry Bendett and Tech Labs.(5)
10.25 Subscription Agreement entered into between the subscribers and Tech
Labs dated October 13, 2000.(6)
10.26 Common Stock Purchase warrant entered into between the warrant
holders and Tech Labs dated October 13, 2000.(6)
10.27 Amendment to Consulting Agreement dated as of April 9, 2001, and
retroactive from March 13, 2001, between Tech Labs and MPX Network
Solutions.(7)
10.28 Amended and Restated Employment Agreement dated August 24, 2001, by
and between the Company and Bernard Ciongoli.(8)
10.29 Conversion and Redemption Agreement dated January 11, 2002, by and
between the Company and the holders of the 6.5% convertible
promissory notes the Company issued in October 2000.(9)
21.1 Subsidiaries of the Company was previously filed.
24.1 Consent of Charles J. Birnberg, CPA, certified public accountants.
24.2 Consent of Stursberg & Veith (included in Exhibit 5.1).

II-4

(1) Incorporated by reference from the Registrant's Registration Statement
on Form SB-2, File No. 333-82595, effective February 3, 2000, filed on
July 9, 1999.

(2) 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.

(3) Incorporated by reference from Amendment No. 2 to Registrant's
Registration Statement on Form SB-2, File No. 333-82595, effective
February 3, 2000, filed on November 19, 1999.

(4) Incorporated by reference from Amendment No. 3 to Registrant's
Registration Statement on Form SB-2, File No. 333-82595, effective
February 3, 2000, filed on December 17, 1999.

(5) Incorporated by reference from the Registrant's Registration Statement
on Form SB-2, File No. 333-50158, effective January 22, 2001, filed on
November 17, 2000.

(6) Incorporated by reference from Amendment No. 5 to Registrant's
Registration Statement on Form SB-2, File No. 333-82595, effective
February 3, 2000, filed on January 28, 1999.

(7) Incorporated by reference from Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form SB-2, File No. 333-50158,
effective May 7, 2001.

(8) Incorporated by reference from the Registrant's Quarterly Report filed
on Form 10-QSB, File No. 000-30172, filed on November 14, 2001.

(9) Incorporated by reference from the Registrant's Currant Report on Form
8-K, File No. 000-30172, filed on January 11, 2002.

(10) Incorporated by reference from the Registrant's Annual Report on Form
10-KSB, File No. 000-30172, filed on April 3, 2001.

Undertakings
- ------------

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

II-5

(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(2) To 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;

(3) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant 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 registrant 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.

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or 497(h)
under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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 initial bona fide offering thereof

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this Registration
Statement on Form SB-2 to be signed on its behalf by the undersigned thereto
duly authorized, in the City of North Haledon and State of New Jersey on the
31st day of May, 2002.

TECH LABORATORIES, INC.

By: /s/ Bernard M. Ciongoli
-----------------------
Bernard M. Ciongoli, President

As required by the Securities Act of 1933, this Offering Statement has
been signed by the following persons in the capacities and on the dates
indicated.

Signature Title Date

/s/ Bernard M. Ciongoli President, Treasurer, CEO, May 31, 2002
- -----------------------------
Bernard M. Ciongoli CFO, and Director

/s/ Earl M. Bjorndal* Vice President and Director May 31, 2002
- -----------------------------
Earl M. Bjorndal

/s/ Carmine O. Pellosie, Jr.* Secretary and Director May 31, 2002
- -----------------------------
Carmine O. Pellosie, Jr.

/s/ Salvatore Grisafi* Director May 31, 2002
- -----------------------------
Salvatore Grisafi

By: /s/ Bernard M. Ciongoli
-----------------------------
Bernard M. Ciongoli
Attorney-in-Fact*

II-7

EXHIBIT INDEX

II-8