TELA S-8
PROSPECTUS
TECHLABS, INC.
2,080,000 SHARES OF COMMON STOCK
This is an offering of common stock of Techlabs, Inc. All of the shares
are being offered by the selling stockholders listed in the section of this
prospectus entitled "Sales by Selling Stockholders." We will not receive any of
the proceeds from the sale of the shares.
For a description of the plan of distribution of the shares, please see
page 11 of this prospectus.
Our common stock is traded on the OTC Bulletin Board under the trading
symbol "TELA." On December 7, 2006 the last sale price for our common stock was
$.21.
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INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS TO READ ABOUT RISKS OF
INVESTING IN OUR COMMON STOCK.
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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 December 8, 2006
