8-K

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): July 9, 2007

TECH LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27592	22-1436279
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

1818 North Farwell Avenue, Milwaukee, Wisconsin 53202

(Address of principal executive offices) (Zip Code)

Copies to:

Thomas A. Rose, Esq.

Yoel Goldfeder, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Fl.

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

N/A

(Former name or former address, if changed since last report)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 9, 2007 (the “Effective Date”), Tech Laboratories, Inc., a New Jersey entity (“Tech Labs-NJ”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tech Laboratories, Inc., a Delaware entity (“Tech Labs - DE”). Pursuant to the Merger Agreement, Tech Labs - NJ and Tech Labs - DE were merged with and into the surviving corporation, Tech Labs - DE, hereinafter referred to as the “Company.” As of the Effective Date, the certificate of incorporation and bylaws of the surviving corporation became the certificate of incorporation and bylaws of the Company, and the directors and officers in office of the surviving corporation became be the members of the board of directors and officers of the Company. Following the execution of the Merger Agreement, on July 9, 2007 the Company filed with the Secretary of State of Delaware a Certificate of Merger with respect to the Tech Labs - NJ and Tech Labs - DE merger.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger by and between Tech Laboratories, Inc., a business corporation organized under the laws of the State of New Jersey and Tech Laboratories, Inc., a business corporation organized under the laws of the State of Delaware.
3.1	Certificate of Merger filed with the Secretary of State of Delaware on July 9, 2007
3.2	Articles of Incorporation of Tech Laboratories, Inc., a corporation organized under the laws of the State of Delaware
3.3	Bylaws of Tech Laboratories, Inc., a corporation organized under the laws of the State of Delaware

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TECH LABORATORIES, INC .
Dated: July 13, 2007	By:	/s/ John King
		Name: John King
		Title: Chief Executive Officer

EX-2.1

AGREEMENT AND PLAN OF MERGER approved by Tech Laboratories, Inc., a business corporation organized under the laws of the State of New Jersey (“Tech Labs - NJ”), and by its Board of Directors, and approved by Tech Laboratories, Inc., a business corporation organized under the laws of the State of Delaware (“Tech Labs - DE”), and by its Board of Directors.

1. Tech Labs - NJ and Tech Labs - DE shall, pursuant to the provisions of the New Jersey Business Corporation Act and the provisions of the laws of the jurisdiction of organization of Tech Labs - DE, be merged with and into a single corporation, to wit Tech Labs - DE, which shall be the surviving corporation upon the effective date of the merger and which is sometimes hereinafter referred to as the "surviving corporation", and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the laws of the jurisdiction of its organization. The separate existence of Tech Labs - NJ, which is sometimes hereinafter referred to as the "terminating corporation", shall cease upon the effective date of the merger in accordance with the provisions of the New Jersey Business Corporation Act.

2. The certificate of incorporation of the surviving corporation upon the effective date of the merger in the jurisdiction of its organization shall be the certificate of incorporation of said surviving corporation; and said certificate of incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the laws of the jurisdiction of organization of the surviving corporation.

3. The by-laws of the surviving corporation upon the effective date of the merger in the jurisdiction of its organization will be the by-laws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the laws of the jurisdiction of its organization.

4. The directors and officers in office of the surviving corporation upon the effective date of the merger in the jurisdiction of its organization shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the by-laws of the surviving corporation.

5. Each issued share of the terminating corporation shall, upon the effective date of the merger, be converted into one share of the surviving corporation. The issued shares of the surviving corporation shall not be converted in any manner, but each said share which is issued as of the effective date of the merger shall continue to represent one issued share of the surviving corporation.

6. The Plan of Merger herein made and approved shall be submitted to the shareholders of the terminating corporation for their approval or rejection in the manner prescribed by the provisions of the New Jersey Business Corporation Act, and the merger of the terminating corporation with and into the surviving corporation shall be authorized in the manner prescribed by the laws of the jurisdiction of organization of the surviving corporation.

7. In the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the terminating corporation in the manner prescribed by the provisions of the New Jersey Business Corporation Act, and in the event that the merger of the terminating corporation with and into the surviving corporation shall have been duly authorized in compliance with the laws of the jurisdiction of organization of the surviving corporation, the terminating corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of New Jersey and of the State of Delaware, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

8. The Board of Directors and the proper officers of the terminating corporation and of the surviving corporation, respectively, are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

9. The effective date of the merger herein provided for in the State of New Jersey shall be July 9, 2007.

10. As of the effective date set forth above, the effect of this Plan of Merger shall be as provided in Section 259 and other applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, upon the effectiveness of this Merger, all the property, rights, privileges, powers and franchises of the non-surviving corporation shall vest in Surviving Corporation, and all debts, liabilities and duties of the non-surviving corporation shall become the debts, liabilities and duties of Surviving Corporation.

.

TECH LABORATORIES, INC., a New Jersey Corporation

By: /s/ John King                                                                              

Name: John King

Title: Chief Executive Officer

TECH LABORATORIES, INC., a Delaware Corporation

By: /s/ John King                                                                    

Name: John King

Title: Chief Executive Officer

EX-3.1

CERTIFICATE OF MERGER

OF

TECH LABORATORIES, INC.

(a Delaware corporation)

AND

TECH LABORATORIES, INC.

(a New Jersey corporation)

The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware and the State of New Jersey,

DO HEREBY CERTIFY:

FIRST:That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
Tech Laboratories, Inc.	Delaware
Tech Laboratories, Inc.	New Jersey

SECOND:An Agreement and Plan of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of Title 8, Section 251(c) of the General Corporation Law of the State of Delaware, and Title 14A:10-1 of the General Corporation Law of the State of New Jersey, respectively.

THIRD:That the name of the surviving corporation of the merger is Tech Laboratories, Inc., a Delaware corporation, which will continue its existence as said surviving corporation under the name Tech Laboratories, Inc. upon the effective date of said merger pursuant to the provisions of the General Corporation Law of the State of Delaware. The name of the merging corporation is Tech Laboratories, Inc.

FOURTH: That the Certificate of Incorporation of Tech Laboratories, Inc., a Delaware corporation, the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation until amended and changed pursuant to the provisions of the General Corporation Law of the State of Delaware.

FIFTH:The executed Agreement and Plan of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows:

1818 North Farwell Avenue, Milwaukee, Wisconsin 53202

SIXTH: A copy of the aforesaid Agreement and Plan of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid consti-tuent corporations.

SEVENTH:The effective date of the merger shall be upon the filing of this Certificate of Merger with the Department of State of Delaware.

Dated: July 9, 2007.

TECH LABORATORIES, INC.
By:	/s/ JOHN KING
	John King
	Chief Executive Officer

TECH LABORATORIES, INC.
By:	/s/ JOHN KING
	John King
	Chief Executive Officer

2

EX-3.2