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Re: ema-266 post# 36869

Friday, 04/13/2007 3:19:22 PM

Friday, April 13, 2007 3:19:22 PM

Post# of 56797
TELA 20 million common. This represents half of the preferred C

Since last share report in the 2006 Q3 financial, Tela converted some of the preferred's to common. Plus there was an S-8 a few months ago. Unfortunately, those share counts on pinksheets are off.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On November 20, 2006, Techlabs, Inc. (the "Company") and Yucatan Holdings Company entered into an agreement under which Yucatan will convert 133,333 shares of the Company's Class C Preferred Stock into 20,000,000 shares of the Company's common stock. No other consideration will be paid in connection with such conversion and issuance.

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.

Date: November 29, 2006 Techlabs, Inc.
By: /s/ Jayme Dorrough
Jayme Dorrough
President




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