UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2004
-------------
TECHLABS, INC.
--------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 000-26233 65-0843965
--------------- ------------ ----------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
8905 Kingston Pike, Suite 307, Knoxville, TN 37923
--------------------------------------------------------------
(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: (865) 368-6344
--------------
not applicable
-------------------------
(Former name or former address, if changed since last report)
ITEM 4. CHARGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 9, 2003 we notified Dempsey Vantrease & Follis PLLC, our
principal independent accountant, that we were terminating their services. The
report of Dempsey Vantrease & Follis PLLC on our financial statements for the
fiscal year ended December 31, 2002 contained an explanatory paragraph as to our
ability to continue as a going concern. Other than such going concern
modification, such report did not contain an adverse opinion or disclaimer of
opinion, nor was it modified as to uncertainty, audit scope, or accounting
principles. There were no disagreements between our company and Dempsey
Vantrease & Follis PLLC on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to Dempsey Vantrease & Follis PLLC's satisfaction, would have caused it
to make reference to the subject matter of the disagreement(s) in connection
with its report.
As previously disclosed in our Reports on Form 8-K and Form 8-K/A filed
on October 1, 2002 and October 7, 2002 regarding the previous change in our
principal independent accountant from Rodefer Moss & Co. PLLC to Dempsey
Vantrease & Follis PLLC prior to the termination on September 30, 2002 there
were no disagreements between our company and Rodefer Moss & Co. PLLC on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to Rodefer Moss & Co. PLLC's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report. A copy of the letter from
Rodefer Moss & Co. PLLC to the SEC confirming the foregoing statement was filed
as an exhibit to our Report on Form 8-K as filed on October 1, 2002 and Report
on Form 8-K/A as filed on October 7, 2003.
Accordingly, during the two most recent fiscal years and any subsequent
interim period prior to each of their respective resignation or termination,
there were no disagreements between our company and either of Dempsey Vantrease
& Follis LLP or Rodefer Moss & Co. PLLC on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure
which, if not resolved to such firm's satisfaction, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
report.
The change in our principal independent accountants was approved by our
board of directors.
On March 9, 2004 we engaged Webb & Company, P.A. to act as our
principal independent accountant. Prior to such engagement, during the two most
recent fiscal years and any subsequent interim period prior to engaging Webb &
Company, P.A. we did not consult with such firm regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements.
The change in our principal independent accountants was approved by our
board of directors.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
16.1 Letter from Dempsey Vantrease & Follis LLP regarding
change in certifying accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Techlabs, Inc.
Date: March 25, 2004 By: /s/ Jayme Dorrough
------------------
Jayme Dorrough, President
3