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


                                  FORM 10-QSB/A

                                   (Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ____________________to________________


                        Commission File Number: 000-26233


                                 TECHLABS, INC.
                                 --------------
        (Exact name of small business issuer as specified in its charter)


                  Florida                              65-0843965
                  -------                              ----------
         (State or other jurisdiction of             (IRS Employer
         Incorporation or organization)            Identification No.)


               8905 Kingston Pike, Suite 307, Knoxville, Tn 37923
               --------------------------------------------------
                    (Address of Principal executive offices)


         Issuer's telephone number, including area code: (865) 368-6344

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.) YES [X] NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date: 492,938 shares of
common stock as of November 14, 2002.


                                 TECHLABS, INC.

               Form 10-QSB for the period ended September 30, 2002

         Techlabs, Inc. is hereby amending its Form 10-QSB for the period ended
September 30, 2002 to file Exhibit 99.1 which was inadvertely omitted from the
original filing.



Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits.

Exhibit No.                       Description

99.1              Certification of Chief Executive Officer and Chief Financial
                  Officer Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned as
duly authorized.

                                        Techlabs, Inc.

                                        By: /S/ Jayme Dorrough
                                        ----------------------
                                        Jayme Dorrough
                                        President

Dated: November 15, 2002