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): September 29, 2008


                                 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)


          1820 NE JENSEN BEACH BLVD., SUITE 634, JENSEN BEACH, FL 34957
               --------------------------------------------------
                   (Address of executive offices and Zip Code)


        Registrant's telephone number, including area code: 267-350-9210


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 133-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On August 4, 2008 the Registrant executed a Share Exchange Agreement
with Lester E. Gann, the sole shareholder of Industrial Fabrication & Repair,
Inc., a Tennessee corporation ("IFR"), whereby Techlabs acquired a majority
interest in IFR from Mr. Gann.

         Founded in 1979, IFR provides machining, welding, specialty design and
fabrications for custom turnkey applications to customers from various
industries, most notably in the energy sector, as well as steel mills, quarry
operations and bottling facilities. IFR's energy sector activities represent the
most rapidly growing portion of its revenue base, via infrastructure support
services to the coal mining industry. We anticipate that Mr. Gann will remain as
president of IFR and continue to be responsible for its day-to-day operations.
IFR's business and operations are conducted from a 35,000 square foot facility
in Knoxville, Tennessee.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits - Financial Statements of Businesses Acquired

99.1    Audited financial statements for Industrial Fabrication & Repair, Inc.
        for the fiscal years ended June 30, 2008 and 2007.


                                   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: September 29, 2008               By: /s/ Jayme Dorrough
                                       -------------------------
                                       Jayme Dorrough, President