U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       or

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO. 333-48675

                                 TECHLITE, INC.
                 (Name of small business issuer in its charter)

          Oklahoma                                          73-1522114
--------------------------                        -----------------------------
(state  of  incorporation)                        (IRS  Employer  I.D.  Number)

                        6106 East 32nd Place, Suite 101
                                Tulsa, OK 74135
                      -------------------------------------
                      (Address principal executive offices)

                    Issuer's telephone number: 918-664-1441

         Securities registered under Section 12(b) of the Exchange Act:

                           Title of each class: None.

                Name of each exchange on which registered: None.

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of class)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has   been  subject   to  such   filing  requirements  for  the  past  90  days.
Yes [X] No [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]


                                        1
<PAGE>


State  issuer's  revenues  for  its  most  recent  fiscal  year:  $2,927,705.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a  specified  date within the past 60 days:  $3,912,258 computed by reference to
the  $0.40  average  of the bid and asked price of the Company's Common Stock on
April  12,  2004.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date:  10,694,910 shares of Common
Stock,  $0.001  par  value,  as  of  March  31,  2004.

DOCUMENTS  INCORPORATED  BY  REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(3) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule  424(b)  or (c) of the Securities Act of 1933 ("Securities Act").  The list
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for fiscal year ended December 24, 1990).   None.

Transitional  Small  Business  Disclosure  Format  (check  one):  Yes [ ] No [X]


















                                        2
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

Item  1.     Description  of  Business                                         5

             Business  Development                                             5
             Description  of  TechLite's  Business                             5
             Electric  Power  Shortages  and  Lighting  Costs                  5
             Market  of  Decade  and  the  EPA                                 6
             The  Market                                                       6
             No  Out  of  Pocket  Expense                                      7
             Major  Current  Events                                            7
             The  Utility  Companies'  ESCO  Impact                            8
             Independent  Lighting  Retrofit  Companies                        8
             Business  Plan  Summary                                           8
             TechLite  Marketing                                               9
             Business  Approach                                                9
             Financial  Considerations                                         9
             Venue  of  Sales                                                 10
             Patents,  Copyrights  and  Intellectual  Property                10
             Competition                                                      10
             Government  Approval  of  Principal  Products                    10
             Government  Regulations                                          11
             Seasonality                                                      11
             Research  and Development                                        11
             Environmental  Controls                                          11
             Number  of  Employees                                            11
             Intellectual  Property                                           11

Item  2.     Properties                                                       11

             Facilities                                                       11

Item  3.     Legal  Proceedings                                               11

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders      12

Item  5.     Market  for  Common  Equity  and  Related  Stockholder  Matters  12

Item  6.     Management's  Discussion  and  Analysis                          14

             Background                                                       15
             Results of Operations                                            15
             Sales                                                            16
             Gross  Margin                                                    16
             Selling,  General  and  Administrative  Expenses                 16
             Net Income (Loss) Before Taxes                                   16
             Balance  Sheet  Items                                            16
             Liquidity  and  Capital  Resources                               17


                                        3
<PAGE>


Item  7.     Financial  Statements                                            17

Item  8.     Changes  in  and  Disagreements  with  Accountants
               on  Accounting and  Financial  Disclosure                      32

Item  9.     Directors,  Executive  Officers,  Promoters  and
               Control Persons;  Compliance  with  Section  16(a)
               of  the  Exchange  Act                                         32

Item  10.    Executive  Compensation                                          32

Item  11.    Security  Ownership  of  Certain  Beneficial
               Owners and Management                                          33

Item  12.    Certain  Relationships  and  Related  Transactions               34

Item  13.    Exhibits  and  Reports  on  Form  8-K                            34

Item  14.    Controls  and  Procedures                                        35

Signatures                                                                    36



















                                        4
<PAGE>

ITEM  1.  DESCRIPTION  OF  BUSINESS

     BUSINESS  DEVELOPMENT

     TechLite,  Inc.  was  incorporated  in  Oklahoma  on  June 3, 1997, for the
purpose  of  merging  with  TechLite  Applied Sciences, Inc. of Tulsa, Oklahoma,
becoming  a  publicly traded company, and expanding its business. On October 21,
1999  the merger was completed.  The historical financial statements of TechLite
are those of TechLite Applied Sciences, Inc., which was incorporated in Oklahoma
on  November  9,  1992.

     DESCRIPTION  OF  TECHLITE'S  BUSINESS

     TechLite  Inc.  is  a  national "energy service company".  In 2004 TechLite
entered  its  12th  year  in the design and installation of energy efficient and
EPA-compliant  lighting upgrades. This business encompasses the upgrading of the
vast  number  of existing lighting systems.  Customers include the power utility
energy  companies  (ESCOs)  and  the education, health care, commercial, retail,
industrial, municipal and federal markets. Industry sources estimate this market
at  three  billion light fixtures and a potential $100 billion national lighting
retrofit.  TechLite  also  offers  new  energy  efficient light fixtures for new
construction  and  long  term  service contracts to maintain customers' lighting
systems.

     Recent  reports  and articles state a sobering fact for the new millennium:
America  is  running  short  on   electricity.   The  growing  U.S.  demand  for
electricity  expands   faster  than  new   power  plant   construction.   Higher
electricity bills and shortages are forecast for the foreseeable future.  Energy
efficient  lighting  upgrades are one solution that can help reduce the nation's
electric  load  and  electric  bills for the business, education and health care
communities.

     Important  Fact:  Lighting  is  one  of  the  largest  hidden  costs of any
company,  often  accounting  for  30%  to  40%  of  the total electric bill. For
example: a facility with an annual electric bill of $1 million is often spending
$400,000  per  year  just to operate their lighting. TechLite's Energy Efficient
lighting  upgrades  can reduce this lighting expense up to 50% or more. The fact
is;  an  energy  efficient lighting upgrade is one of the fastest ways to reduce
energy  consumption  and  the  cost  of  operating  a  building.

     Since  lighting  is a specialized business, accurate information and custom
design  engineering  are  imperative to achieve desired light levels, aesthetics
and  maximum  energy savings. Therefore every upgrade must start with a lighting
survey  (energy audit) of every light fixture that could benefit from a lighting
upgrade.  TechLite's  proprietary energy-audit software program computes upgrade
solutions  and  potential  energy  savings.  TechLite  then  employs  a  systems
approach   in   designing   energy   efficient   lighting   solutions    whereby
state-of-the-art  retrofit  components  are integrated in a manner that maximize
fixture  efficiency and light levels while obtaining energy savings of up to 50%
or  more.

Environmental  Protection  Agency
---------------------------------

     This  market  has been opened not only by usual market forces but by direct
action  of  the  U.S.  Government.  Our  Federal  Government  has concluded that
energy-efficient  lighting  is  so  important  that  it  should be done in every
possible  location.

     This  government  action  has been directed by the Environmental Protection


                                        5
<PAGE>

Agency's  (EPA)  "Energy  Star"  emission  reduction program and by the National
Energy  Policy  Act  of  1992,  which  now  requires  the  elimination  of  many
inefficient  lighting  products.  Instead  of an adversarial approach, the EPA's
motto is 'Environmental Protection at a Profit". The EPA has become an important
influence  to encourage private business to help reduce the pollution associated
with  electrical power generation by installing Energy Efficient lighting in the
work place. An investment in a TechLite energy efficient lighting upgrade is one
solution  that  reduces  energy  consumption  and  benefits  everyone.

     The EPA has reported that, with broad corporate participation, the nation's
government  and business community could save $19 billion on its annual lighting
bills  and reduce air pollution from electric power generation by a full 10%. In
carbon  dioxide  emissions,  that  is  equivalent to taking 42 million cars - or
one-third  of  the  nation's  autos  -  off  the  road.

The  Market
-----------

     There  are  approximately  3  billion  light  fixtures nationwide that will
benefit  from  energy  efficient  lighting  upgrades  and  retrofits.  The  U.S.
Department  of Energy estimates that lighting in U.S. commercial buildings alone
(buildings  that have standard fluorescent and incandescent lights) equals 27.47
billion  sq.  ft.  Additional  energy savings opportunities exist throughout the
U.S. school systems. For example: the Florida School Districts total 303 million
square  feet,  but  less  than  50 million square feet had been upgraded as of a
recent date with energy efficient lighting. Projected new school construction in
Florida alone is approximately six million square feet a year, and this does not
include  the  15,000,000  square feet needed to bring overcrowding to acceptable
levels. The projected lighting needs for Florida schools alone, in both retrofit
and  new  construction  over  the  next  five  years,  exceed  $300  million.

     In  a  1999  report, the American Society of Civil Engineers estimated that
the  renovation and repair of all America's schools would cost $112 billion with
an  additional $60 billion needed to provide space for an expected three million
more  students  over  the next ten years. New energy efficient light fixtures or
retrofits  will  be  part  of  many  of  these  projects.

     In  addition,  many  healthcare  and  commercial  properties  are  actively
upgrading  their  lighting  systems.  Corporate offices and manufacturing spaces
are  being  upgraded  to  improve worker productivity and company profitability.
Older  retail  environments  are  being  renovated  to  attract  new  customers.

No  Out-of-Pocket  Expense
--------------------------

     Energy  efficient  lighting  is not a program about spending money, it is a
program  about  saving  money  by  retrofitting  existing  light  fixtures  with
state-of-the-art,  energy  efficient  components.  How much energy savings for a
customer  are  we  talking about?  Example: a school district with approximately
five  million  square  feet,  and  a 6.5-cent per kWh electric rate generates an
annual  electric  bill  of  approximately  $3.5  million.  A  TechLite  designed
lighting  upgrade  can  improve  light quantity and quality while reducing their
electric  bill  by approximately $840,000 per year. Additional savings will also
result  because less heat is generated from the new lighting retrofit components
and  fewer  replacement  parts will be required after the retrofit is installed.
Project  funding  can  often  be  tailored  so  the  energy  savings  exceed the
investment  repayment  schedule. These upgrades simply pay for themselves from a
reduction  in  the  monthly  electric  bill.


                                        6
<PAGE>

     IBM  retrofitted  the  40,000  light fixtures in their Chicago headquarters
building  and  cut  their  electric  bill  by  $912,000  per year with a capital
recovery  period  of  2.2 years.  Focusing on a quality environment for tenants,
the  Empire  State  Building retrofitted its existing 25 to 40 year old lighting
system, providing 20% higher light levels, greater visual comfort, reduced glare
and  a  64%  reduction  in  lighting  energy  costs.

     San  Diego  State  University   retrofitted   all  light  fixtures  in  its
23-building campus, reducing its lighting cost 50% and generating annual savings
of  $300,000.

Major  Market  Developments
---------------------------

     To  date, the energy efficient lighting and electrical retrofit industry is
driven  by  seven  major  events.

-    Energy  Shortages  -  America  is running short of electricity. The growing
     United  States'  demand  for  electricity  continues  to expand faster than
     current  power  plant  construction. Many recent reports and articles state
     that  parts of the US will see energy shortages and higher prices for 10 to
     20  years.

-    Vast  Market  -  In  2001  the U.S. Department of Energy, the Environmental
     Protection  Agency  and  industry  sources  estimated  the  overall  energy
     services  industry's  lighting  retrofit  market at approximately 3 billion
     existing  light  fixtures  and  more  than  $100  billion.

-    The  EPA  Energy  Star  Emission  Reduction  Program  - Encourages American
     businesses  to  reduce  pollution and energy consumption by upgrading their
     existing  light  systems  with  state-of-the-art  energy efficient retrofit
     components.

-    1992  Federal  Energy Act - This Federal Law requires manufacturers to stop
     production  of  many  inefficient  lighting products. For example: In 1994,
     manufacturers  stopped  producing  two  of  the  most  commonly used 8-foot
     fluorescent  lamps.  The  popular  4ft  40-watt cool white, T-12 lamps were
     discontinued  in  1995.  In effect the government has concluded that Energy
     Efficient lighting is so important that it should be done in every possible
     location.

-    Rebates  -  To  compensate  for peak demand shortages, utility companies in
     several  states  are  offering  cash  rebates for energy efficient lighting
     upgrades  that  reduce  energy  consumption.  In  addition; the pending new
     United  States  Energy Bill includes a $1.50 per square foot tax credit for
     energy  efficient  upgrades.  This will be another positive development for
     the  energy  services  industry and TechLite's marketing program. Note: The
     investment  for  a  TechLite energy efficient lighting upgrade is less than
     $0.90  a  square  foot.

-    Deregulation  of  Electricity  -  With deregulation, nationwide competition
     between  utility  company energy services companies (ESCOs) for billions of
     dollars  of  electrical  supply  contracts  is  already underway in over 20
     states. Many of the ESCO's sales packages include energy efficient lighting
     upgrades  and  most  ESCOs  subcontract their lighting contracts and seek a
     company  like  TechLite,  Inc.  to  do  their  work.



                                        7
<PAGE>

-    Retrofit Financing - Energy efficient lighting upgrade funding is available
     utilizing  lease  packages,  performance  contracts,  guaranteed savings or
     shared  savings  plans  and  each  are  totally  repayable from the savings
     generated  by  the  lighting  upgrade.  Repayment  can be structured so the
     energy  savings  exceed the monthly repayment schedule, creating a positive
     cash  flow  from  the  current  electric  bill.

-    Contracting  Companies  -  There  are  a limited number of companies in the
     energy  services  business  offering  a  turnkey  audit,  design,  finance,
     installation  and  service  capability.

The  Utility  Companies'  ESCO  Impact
--------------------------------------

     A  major  push  by  utility  companies  has  been  to  form  non-regulated,
performance-contracting  subsidiaries.  These  subsidiaries  are  known as ESCOs
(Energy Service Companies), and their purpose is to engineer and manage "bundled
energy  service  contracts",  which include not only the sale of electricity but
also  electrical  controls,  HVAC  and  energy  efficient  lighting upgrades and
retrofit  projects.

     The  U.S.  Government  has  a  Congressional  mandate  to reduce electrical
consumption in all government-owned and operated facilities by 30 percent by the
year  2005.  ESCOs  have  been  bidding  on  federal buildings by region for the
opportunity  to  identify,  engineer  and  develop  turnkey  energy conservation
projects  involving  lighting, mechanical and HVAC. Once selected as a preferred
vendor,  the  ESCOs  are given the opportunity to survey federal facilities, and
there  are  approximately 500,000 federal buildings that need to be retrofitted.

     In  order  to deliver the promised "bundled services", the ESCOs need to be
empowered  with  service  providers,  so  they  are  looking  for  qualified and
dependable  sub-contractors.  To  date, TechLite has completed lighting upgrades
for  such  ESCOs  as  Viron,  Carrier,  Siemens,  Chevron  and  EMI.

     In  addition,  many  commercial  properties  are  owned  by  large  public
corporations  or  real  estate  investment  trusts.  These entities are earnings
driven;  consequently  they  are aggressively pursuing ideas to reduce operating
expenses. These public companies have real estate holdings throughout the United
States, and are prime national accounts for energy efficient lighting retrofits.

TechLite  Marketing
-------------------

     Our  marketing  efforts  emphasize lighting projects as sub-contractors for
ESCOs  as  well as negotiated lighting retrofit contracts direct with end-users.
TechLite  offers  private  business,  schools,  government  entities and ESCOs a
complete,  one-stop  turnkey  energy  services  and  energy  efficient  lighting
package.

     Our  energy  services  include:

1.   Complete  marketing  and  energy  services  program.
2.   Complete  lighting  survey  (energy  audit)  and  audit  reports  for  each
      building  to  be  retrofitted.
3.   Custom  design  engineering  to  maximize  fixture  efficiency  and  energy
     savings.
4.   Experienced  retrofit  management  and  installation  personnel.
5.   State-of-the-art-  Energy  Efficient lighting  fixture  retrofit components
     as  well  as  new  Energy  Efficient  fixtures  for  new  construction.


                                        8
<PAGE>

6.  Third  party  project  funding  designed  so  the energy savings exceed  the
    investment  repayment  schedule,  providing  a  positive  cash flow from the
    current electric  bill.
7.  Performance  and  payment  bonding.
8.  EPA  approved  disposal  of  old  lamps  and  ballasts.
9.  Service  after  the  installation  to  insure  the lighting upgrade operates
    according  to  design  specifications.
10. Lighting maintenance  contracts  for  continued  service after the retrofit.

Financial  Considerations
-------------------------

     TechLite Applied Sciences, Inc. (our predecessor)'s first major project was
sold in 1992. Numerous projects followed, were profitable and included an Energy
Users News National Energy Efficient Lighting Award.  TechLite Applied Sciences,
Inc.  merged  with  TechLite,  Inc.  on  October  21,1999.

     In  2000,  approximately $10,000,000 of business committed by orders and in
principle  was  postponed  or  cancelled  due to actions taken by TechLite sales
personnel  in  Florida.  In  fact,  these  salespeople  attempted to secure this
business for their own purposes.  These events in Florida diverted TechLite from
the  required  sales  volume  to  be  profitable, and cumulative losses accrued.
Steps  had  to be taken to correct the problem.  Personnel changes were made and
our  business  approach  was  dramatically  restructured.

     With  increased  experience,  TechLite's  management understands the forces
that  drive  the  energy  services business, deregulation of electricity and the
coming  period  of  electric  supply  shortages  and  increasing electric rates.
TechLite  has maintained a steady course to fully develop its infrastructure, to
train  audit  personnel and installation teams and to design a national delivery
system.

     TechLite  has  implemented  an  extensive  and  comprehensive  strategy  to
penetrate  the  marketing  opportunities  that exist today.  The following steps
have  been  taken:

     1.   TechLite  has  expanded  public  school  and municipality marketing in
          conjunction  with  its  consulting  agreement  with Education Resource
          Associates  (ERA).

     2.   TechLite  has  signed  a  joint  marketing agreement with AVSI through
          which  TechLite  gains  access  to  the electronic giant, Samsung CCTV
          distribution  network  of  approximately  2000  dealers.

     3.   TechLite  has  increased  its  primary  ESCO  client base as a turnkey
          provider  for  energy  efficient  lighting  upgrades.

     4.   TechLite  is  developing a marketing alliance with a major Health Care
          Association.

     TechLite's  first  objective  is  to  meet  or  exceed  its   sales  goals.
TechLite's  second  objective  is  to  add additional products and services that
complement  marketing and delivery capabilities.  The third objective will be to
further  expand  TechLite's  footprint  for national accounts.  This may include
acquisitions  of  strategically  located  companies.


                                        9
<PAGE>

Business  Approach
------------------

     The  TechLite  approach  is  comprehensive  and  based on our philosophy of
turnkey  responsibility.  Our trained and experienced personnel pay attention to
detail  and  there is no such attitude as "that's not my job". The results speak
for  themselves.  Our  energy  audit   information   is  accurate  enabling  our
installation  personnel  to  be  on schedule. We do not exceed budgets. Customer
testimonials   report   that   they  are   pleased   with  the  energy  savings,
state-of-the-art  lighting  products,  quality  installation  and  service.

Patents,  Copyrights  and  Intellectual  Property
-------------------------------------------------

     TechLite  has no patents, copyrights or intellectual property but does have
common  law  copyright  protection  for  an  energy  audit  software  program.

Competition
-----------

     Numerous  companies  throughout  the  U.S.  are  engaged in the business of
retrofitting  light  fixtures.  Most  of these are small businesses that operate
only  locally.  Even so, they can have personal and political contacts that make
them  a  TechLite  competitor.

Government  Approval  of  Principle  Products
---------------------------------------------

     All  TechLite  products  are  UL  approved.

Government  Regulations
-----------------------

     TechLite,  as  an  electrical contractor, is subject to regulation as such.
State,  county  or  city  statutes and ordinances usually require that it have a
qualified  and  licensed  electrician present and supervising each retrofit job.
Further, all installations of electrical fixtures are subject to compliance with
electrical  codes  in  force  in  virtually  all  jurisdictions  in  U.S.

Seasonality
-----------

     There  is  not  a  seasonal  aspect  to  TechLite's  business.

Research  &  Development
------------------------

     TechLite  is engaged in the custom design of energy efficient upgrades that
maximize  light  levels  and  energy  savings  for  each  project.

Environmental  Controls
-----------------------

     In  most  cases,  TechLite  contracts  include  the  disposal  of hazardous
materials  (lamps  and  ballasts)  to  EPA-  licensed  disposal  contractors.



                                       10
<PAGE>

Number  of  Employees
---------------------

     On  March  31,  2004,  TechLite  employed  9  persons  full  time.

Intellectual  Property
----------------------

     TechLite's  intellectual  property  consists  of  its energy audit software
program  and  it  has  common  law  copyright  protection  for  this  program.


ITEM  2.  PROPERTIES

Properties
----------

     TechLite  owns a 13,000 square foot office building located at 6106 E. 32nd
Place,  Tulsa,  Oklahoma  74135.

Facilities
----------

     TechLite occupies approximately 5,500 square feet of its 13,000 square foot
office  building  in  Tulsa,  Oklahoma.  TechLite also leases for $1,275 a month
warehouse space and office space as follows: 4,000 square feet at 6945 East 38th
Street,  Tulsa,  Oklahoma  74145.

ITEM  3.  LEGAL  PROCEEDINGS

     On  September  7, 2000, in Civil Action CJ 2000 C4310 filed in the District
Court of Tulsa County, Oklahoma, entitled Kriz-Davis Company vs. TechLite, Inc.,
et  al,  TechLite  was  sued  on  an  open account for the purchase of goods and
services  in  the alleged amount of $51,561.  This amount plus attorney fees and
court  costs are sought in the action. TechLite admits the validity of the claim
and has reached a settlement agreement whereby TechLite pays the creditor $1,000
a  month.

     On  October  5,  2000,  in Civil Action CJ 2000 04842 filed in the District
Court of Tulsa County, Oklahoma, entitled Broken Arrow Electric Supply, Inc. vs.
TechLite  Applied Sciences, Inc.   TechLite  was sued on an open account for the
purchase of goods and services in the alleged amount of $142,863.39. This amount
plus  attorney  fees  and  court  costs  are  sought in the action. TechLite has
reached  a  settlement  with the plaintiff in the case whereby TechLite pays the
creditor  $3,000  a  month.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     TechLite's  Common Stock presently trades on the OTC Bulletin Board, having
been  added  to  the OTC Bulletin Board in April 2000.  The high and low bid and
asked  prices,  as  reported  by  the  OTC  Bulletin Board, are as follows.  The
quotations  reflect  inter-dealer  prices,  without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions.



                                       11
<PAGE>
<TABLE>
<CAPTION>
                             High          Low
                             ----          ---
     2002:
<S>                          <C>           <C>
          1st  Qtr.          0.33          0.15
          2nd  Qtr.          0.17          0.101
          3rd  Qtr.          0.19          0.1
          4th  Qtr.          0.35          0.1

     2003:
          1st  Qtr.          0.15          0.1
          2nd  Qtr.          0.1           0.1
          3rd  Qtr.          0.12          0.07
          4th  Qtr.          0.35          0.12
</TABLE>

Holders.  Based  on  information provided by our transfer agent, the Company had
601 shareholders of record of its common stock on March 31, 2004, and there were
10,694,910  shares  outstanding.

Dividends.  TechLite  has  paid no cash dividends since its inception, and it is
unlikely  that  any  cash dividend will be paid in the foreseeable future. There
are no restrictions that would or are likely to limit the ability of the company
to  pay  dividends  on its Common Stock, but it has no plans to pay dividends in
the  foreseeable  future  and  intends  to use earnings for the expansion of its
business.  The  declaration in the future of any cash or stock dividends will be
at the discretion of the Board depending upon the earnings, capital requirements
and  financial  position  of  the company, general economic conditions and other
pertinent  factors.  There  are no dividend restrictions held by any creditor or
other  agreement  to  which  the  company  is  a  party.

     Recent  Sales  of  Unregistered  Securities. During 2002 and 2003, TechLite
sold  the  following shares of Common Stock to accredited investors in offerings
exempt  from  registration pursuant to the provisions of Regulation D, Rule 506.
No  underwriter  or broker-dealer was used. The shares were all sold for cash or
for  services  rendered.  Each  of  the  purchasers  was personally known to the
company  and  its  directors prior to the offer made by the Company to sell such
securities.

<TABLE>
<CAPTION>
Date         Name  of  Purchaser     No. of Shares   Consideration  (Cash unless otherwise indicated)
----         -------------------     -------------   ------------------------------------------------
<S>          <C>                           <C>       <C>
02-25-02     Ron  Knight                    60,000   valued  @.30  per  share  or  $18,000(4)
02-25-02     Timothy  Knight                20,000   valued  @.30  per share or $6,000(4)
02-25-02     David  Knight                  20,000   valued  @.30  per  share  or $6,000(4)
03-25-02     Stephen  I  Frates
               Appointed  Trust            400,000   $200,000(2)
03-25-02     MBF  Trust                     60,000   valued  @.30  per  share  or  $18,000(2)
03-25-02     MBF  Trust                    350,000   valued  @.30  per  share  or $105,000(2)
03-25-02     Joe  Frates                   350,000   valued  @.30  per  share or $105,000(5)
03-25-02     Flex  Trust                   113,333   valued  @.30 per share or $33,999.90(2)
03-25-02     Stephen I Frates
               Rev Trust                   400,000   $200,000(2)
03-25-02     Stephen  I  Frates
               Rev Trust                   150,000   valued @1.00 per share or  $150,000(2)
08-27-02     The Kaupke Family Trust        17,500   valued  @.30 per share or $5,250(6)
08-27-02     Marilou F. Kaupke              12,000   valued @.30 per share or $3,600(6)
08-27-02     Brian  D.  Kaupke               2,500   valued  @.30  per  share or $750(6)
09-30-02     Jim  Arvidson                 100,000   valued  @.12  per share or $12,000(7)


                                       12
<PAGE>

09-30-02     Andrew Loosberg               300,000   valued @.12 per share or $36,000(8)
09-30-02     Ron  Knight                    70,000   $14,000
09-30-02     Ron  Knight                    70,000   $14,000
10-01-02     John  Cantrell                 70,000   $14,000
10-01-02     John  Cantrell                 70,000   $14,000
10-03-02     Jim  Arvidson                 100,000   valued  @.12  per share or $12,000(1)
10-03-02     John  Cantrell                 70,000   valued  @.20  per share or $14,000(1)
10-03-02     John  Cantrell                 70,000   valued  @.20  per share or $14,000(1)
10-03-02     Ron  Knight                    70,000   valued  @.20  per  share  or  $14,000(1)
10-03-02     Ron  Knight                    70,000   valued  @.20  per  share  or  $14,000(1)
11-12-02     Ron  Knight                    70,000   valued  @.20  per  share  or  $14,000(1)
11-12-02     Ron  Knight                    70,000   valued  @.30  per  share  or  $21,000(1)
11-12-02     John  Cantrell                 70,000   valued  @.20  per share or $14,000(1)
11-12-02     John  Cantrell                 70,000   valued  @.30  per share or $21,000(1)
12-03-03     Marjorie  J.  Cole             75,000   $7,500
12-03-03     Bill  Conner                   15,000   valued  @.10  per  share  or  $1,500(1)
12-03-03     Civilla  Ball                  17,157   valued  @.10 per share or $1,715.70(3)
12-03-03     John  E.  Cantrell            830,000   valued  @.30  per  share  or $249,000(4)
12-03-03     John  Linehan                  60,000   valued  @.10  per  share  or $6,000(9)
12-03-03     W.R.  Kelley                  100,000   valued  @.10  per  share or $10,000(4)
12-03-03     Lee  Arehart                    5,000   valued  @.10  per  share  or  $500(8)
12-03-03     Carl  Turnbow  Trust           10,000   valued  @.10  per  share  or $1,000(1)
12-03-03     Greg  Wanless                  40,000   valued  @.10  per  share  or $4,000(8)
12-03-03     Ross  Aycock                   10,000   valued  @.10  per  share  or  $1,000(8)
12-03-03     Jimmy  Zarlenga                10,000   valued  @.10  per share or $1,000(8)
12-03-03     Frank  Swayze                   5,000   valued  @.10  per  share  or  $500(8)
12-03-03     Gary  Crews                    20,000   valued  @.10  per  share  or  $2,000(3)
12-03-03     Pat  Walters                   75,000   valued  @.10  per  share  or  $7,500(3)
12-03-03     Alyssa  E. Conway              10,000   valued @.10 per share or $1,000(8)
12-03-03     Carletta  Trimble              10,000   valued @.10 per share or $1,000(8)
12-03-03     Tracy  Arvidson                20,000   valued  @.10  per share or $2,000(8)
12-03-03     Todd  Arvidson                 20,000   valued  @.10  per  share or $2,000(1)
12-03-03     The  Backwoods  Trust         266,666   valued  @.10  per  share  or $26,667(1)
12-03-03     The  Flex Trust               266,666   valued @.10 per share or $26,667(1)
12-03-03     The  Travis  Trust            266,666   valued  @.10  per  share  or $26,667(1)
</TABLE>
-------------------------------

(1)  Services  for  arranging  financing.

(2)  Guaranteed  the  repayment  by  the  Company  of  bank  loans  made  to the
     Company.

(3)  Reduction  in  note/account  payable.

(4)  Consulting  services  for  liaison  with  the  Texas  School  System.

(5)  Joe  Frates:  350,000;  guaranteed  performance  funds.

(6)  Issued  in  exchange  for  a  1997  Chevrolet  Suburban.

(7)  Additional  consideration  for  a  loan  of  $150,000  to  the  company.


                                       13
<PAGE>


(8)  Compensation  for  services  rendered  as  an  employee  of  the  company.

(9)  Issued  in  error  due  to  staff  replacement.  Will  be  recovered  and
     canceled  in  2004.


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     The  following  discussion  and analysis should be read in conjunction with
the  financial statements and the accompanying notes thereto. It is qualified in
its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.  See  "Item  7  -  Financial  Statements."

     Background.
     -----------

     TechLite, Inc.'s financial statements show a cumulative loss due in part to
the  following  reasons:

     In  1998, TechLite recognized a significant lighting upgrade opportunity in
Florida.  The  Florida  school  systems  provide   lighting  for   approximately
303,702,512  square  feet.  By the end of 1997, less than 10 million square feet
had  been  upgraded  with  energy  efficient  lighting retrofits.  Projected new
school  construction in Florida alone is approximately 6 million square feet per
year.  The  projected lighting needs in Florida schools in both retrofit and new
construction  over  the  next  five  year  exceed  $300  million.

     Based  on  these  facts,  we  hired  sales personnel to develop the Florida
market.  These  people worked on school districts that represented approximately
69  million  square  feet  or  approximately  $48  million  in lighting retrofit
contracts.  In  July  of  1999,  TechLite  entered into a contract to purchase a
Florida  lighting  retrofit  company  requiring  earnest money of $250,000.  The
deadline  for acquisition passed while efforts were being made to change details
of  the  purchase  contract,  thus  voiding  the  acquisition.  During this same
timeframe,  approximately $10,000,000 of Florida business committed in principle
or by contract was postponed due to incomplete sales performance by personnel in
Florida.

     We  recognized  the  Florida  market potential but employed incorrect sales
management  to  secure  that  business.  We  depended  on the acquisition of the
Florida  lighting  retrofit  company  to  help  secure a foothold in the Florida
market.  After  voiding the acquisition, it was too late to secure projects that
could  be  closed  and  installed.

     Without  question,  the  expansion  development  work and events in Florida
contributed  to  the poor sales performance by TechLite in 2000.  Since 2000, we
have  implemented  an  extensive  and  comprehensive  strategy  to correct these
problems  and  expand the market opportunities that exist today.  Management has
taken  the  following  steps:

     -     Restructured  sales  force  with  reliable,  proven  sales producers.

     -     Diversified  targeted  end  user  profile.

     -     Developed  new  marketing  alliances.

     -     Expanded  subcontracting  capability  for  the  ESCO  community  and
           increased  diversity  of  negotiated  projects.


                                       14
<PAGE>

Results  of  operations.
------------------------

     The  following  table  presents, as a percentage of sales, certain selected
financial  data  for  each  of  the two fiscal years ended December 31, 2003 and
December  31,  2002:

<TABLE>
<CAPTION>
                                      Year  Ended  December  31
                                           2003          2002
                                      --------------------------
<S>                                        <C>           <C>
     Sales                                 100%          100%
     Cost  of  sales                        75%           71%
                                           ---           ---
     Gross  margin                          25%           29%

     Selling,  general  and
       administrative  expenses             41%          183%

     Net income (loss) before taxes        (13)%        (150)%
</TABLE>

     Sales.
     ------

     Sales  of  $2,927,705  for  the  fiscal  year that ended 12-31-03 (FY 2003)
increased by $1,896,473, or 184 percent, from sales of $1,031,232 for the fiscal
year that ended 12-31-02 (FY 2002).  This increase is due primarily to increased
work  in  Texas  independent  school  districts.

     Gross  margin.
     --------------

     Gross margin of $736,011, or 25 percent of sales in FY 2003, increased from
$298,221,  or  29  percent  of  sales,  for  FY  2002.

     Selling,  general  and  administrative  expenses.
     -------------------------------------------------

     Selling,  general and administrative expenses decreased to $1,199,209 in FY
2003, from $1,887,167 in FY 2002, a decrease of $687,958, or thirty-six percent,
at a time when sales increased by 184 percent.  This decrease is attributable to
reduced  administrative  salaries.

     Net  income  (loss)  before  taxes.
     -----------------------------------

     A  net  loss  before  taxes  of $391,918 in FY 2003 decreased $1,158,164, a
decrease  of  75  percent,  from a loss of $1,550,082 in FY 2002, at a time when
sales  increased  by  184  percent.  This  decrease  in  loss  was  attributable
primarily  to  higher  sales  volume  and  reduced  general  and  administrative
expenses.

     Balance  sheet  items.
     ----------------------

     Significant  changes  in  several  balance sheet items occurred from fiscal
2002  to  fiscal  2003,  in  particular  the  following:

     -    contracts  receivable  of $181,021 for the fiscal year ending December


                                       15
<PAGE>

          31,  2003  decreased from $203,588 for the fiscal year ending December
          31,  2002,

     -    the  billings  in excess of costs of $7,269 for the fiscal year ending
          December  31,  2003 decreased from $235,925 for the fiscal year ending
          December  31,  2002,

     -    the  backlog of business decreased to $7,269 at December 31, 2003 from
          $604,728  at  December  31,  2002,

     -    notes payable and accrued interest decreased to $2,472,727 at December
          31,  2003  from  $3,073,959  at  December  31,  2002,  and

     -    the  retained  deficit  increased  from $9,283,440 for the fiscal year
          ending  December  31,  2003 from $8,891,522 for the fiscal year ending
          December  31,  2002.

     Liquidity  and  Capital  Resources.
     -----------------------------------

     TechLite  had  positive  cash  flow  from operations of $415,845 in FY 2003
compared  to  a  negative cash flow from operations of $446,207 in FY 2002.  The
principal  components  of  FY  2003's  positive  cash  flow  were  a significant
reduction  in  net  loss  from operations of $1,550,082 in FY 2002 to a net loss
from  operations  of  $391,918  in  FY  2003, a decrease of $228,656 in billings
related  to  costs  and  estimated  earnings  on  uncompleted  contracts, and an
increase  of  $512,640  in  accrued  liabilities.  This  negative cash flow from
operations  was  covered  by  a  combined  net  borrowings  and sale of stock of
$608,769.


ITEM  7.  FINANCIAL  STATEMENTS

          Independent  Accountants' Report                                   17
          Balance  Sheets December 31, 2003 and 2002                         18
          Statements  of  Income  Year  Ended  December  31,  2003
               and  2002                                                     20
          Statements  of  Changes  in  Stockholders'  Equity
               Year Ended December 31, 2003 and 2002                         21
          Statements  of  Cash  Flows  Year  Ended  December  31,  2003
               and 2002                                                      22
          Notes  to  Financial  Statements                                   23







                                       16
<PAGE>


                        Independent Accountants' Report


Board of Directors
TechLite, Inc.
Tulsa, Oklahoma


We have audited the accompanying balance sheets of TECHLITE, INC. as of December
31,  2003  and 2002, and the related statements of income, statements of changes
in  stockholders'  equity,  and  cash  flows  for  the  years  then ended. These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance with U.S. generally accepted auditing
standards.  Those  standards  require  we  plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  our  audits  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of TECHLITE, INC. as of December
31,  2003 and 2002, and the results of its operations and its cash flows for the
years  then  ended  in  conformity  with   U.S.  generally  accepted  accounting
principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going concern.  The Company has suffered recurring losses
from  operations,  has  unpaid  payroll  taxes and has a net capital deficiency,
which  raise substantial doubt about its ability to continue as a going concern.
Management's  plans  regarding  those  matters  are  described in Note 11 to the
financial  statements.  The  financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


/s/Causon & Westhoff


Tulsa,  Oklahoma
April  12,  2004


                                       17
<PAGE>

                                 TECHLITE, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 2003 AND 2002

                                     ASSETS

<TABLE>
<CAPTION>
                                                      DEC 2003       DEC 2002
                                                    ------------   ------------
<S>                                                 <C>            <C>
CASH                                                $      1,320   $        913

ACCOUNTS  RECEIVABLE
  Contract receivables                                   181,021        203,588
  Other receivables                                        2,316         11,810

INVENTORY, At Cost                                         6,936          6,936


PROPERTY  AND  EQUIPMENT,  At  Cost
  Equipment                                              207,400        202,132
  Furniture and fixtures                                  35,478         35,717
  Building and land                                      400,000        400,000
  Leasehold improvements                                  73,394         73,064
  Autos and trucks                                       202,460        216,370
                                                    ------------   ------------
                                                         918,732        927,283
  Less accumulated depreciation                          549,801        496,007
                                                    ------------   ------------
                                                         368,931        431,276
                                                    ------------   ------------

OTHER ASSETS                                              30,081         27,400
                                                    ------------   ------------





      Total Assets                                  $    590,605   $    681,923
                                                    ============   ============
</TABLE>





See Notes to Financial Statements

                                       18
<PAGE>


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                      DEC 2003       DEC 2002
                                                    ------------   ------------
LIABILITIES
<S>                                                 <C>            <C>
  Accounts payable                                  $  1,697,964   $  1,397,184
  Accrued wages                                          157,390         17,473
  Payroll and sales tax payable                          216,349        100,299
  Commissions payable                                     87,082         22,843
  Billings  in  excess of costs and estimated
    earnings on uncompleted contracts                      7,269        235,925
  Notes payable and accrued interest                   2,472,727      3,073,959
  Other liabilities                                      319,497        189,210
                                                    ------------   ------------
      Total Liabilities                                4,958,278      5,036,893
                                                    ------------   ------------




STOCKHOLDERS'  EQUITY
  Preferred  stock,  $  .001  par  value;
    10,000,000 authorized  shares;  none
    issued
  Common stock, $.001 par value; 40,000,000
    authorized shares; 10,194,910  and
    8,062,755  issued  and  outstanding at
    December 31, 2003 and 2002, respectively              10,195          8,063
  Treasury stock; 10,000 shares                          (10,000)       (10,000)
  Additional paid-in capital                           4,915,572      4,538,489
  Retained earnings (deficit)                         (9,283,440)    (8,891,522)
                                                    ------------   ------------
      Total Stockholders' Equity                      (4,367,673)    (4,354,970)
                                                    ------------   ------------



      Total Liabilities & Stockholders' Equity      $    590,605   $    681,923
                                                    ============   ============
</TABLE>



See Notes to Financial Statements.


                                       19
<PAGE>

                                 TECHLITE, INC.

                              STATEMENTS OF INCOME

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                      DEC 2003       DEC 2002
                                                    ------------   ------------
<S>                                                 <C>            <C>
CONTRACT REVENUES EARNED                            $  2,927,705   $  1,031,232

COST OF REVENUES EARNED                                2,191,694        733,011
                                                    ------------   ------------

GROSS PROFIT                                             736,011        298,221

GENERAL  AND  ADMINISTRATIVE
  EXPENSES                                             1,199,209      1,887,167
                                                    ------------   ------------

INCOME (LOSS) FROM OPERATIONS                           (463,198)    (1,588,946)

OTHER INCOME                                              71,280         38,864
                                                    ------------   ------------

INCOME (LOSS) BEFORE TAXES                              (391,918)    (1,550,082)
                                                    ------------   ------------

PROVISION  FOR  INCOME  TAXES

NET INCOME (LOSS)                                   $   (391,918)  $ (1,550,082)
                                                    ============   ============


NET INCOME (LOSS) PER SHARE                         $       (.04)  $       (.19)
                                                    ============   ============
</TABLE>






See Notes to Financial Statements


                                       20
<PAGE>

                                 TECHLITE, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                   Additional
                             Common     Treasury     Paid-in       Retained
                             Stock       Stock       Capital       Earnings        Total
                          ----------   ----------  -----------   ------------   ------------
<S>                       <C>          <C>         <C>           <C>            <C>
BALANCE, DEC 31, 2001     $    4,468   $           $ 3,412,484   $(7,341,440)   $(3,924,488)

NET INCOME (LOSS)                                                 (1,550,082)    (1,550,082)

TREASURY STOCK                          (10,000)                                    (10,000)

SALE OF STOCK                  3,595                 1,126,005                    1,129,600
                          ----------   ---------   -----------   -----------    -----------

BALANCE, DEC 31, 2002          8,063    (10,000)     4,538,489    (8,891,522)    (4,354,970)

NET INCOME (LOSS)                                                   (391,918)      (391,918)

TREASURY  STOCK

SALE OF STOCK                  2,132                   377,083                      379,215
                          ----------   ---------   -----------   -----------    -----------

BALANCE, DEC 31, 2003     $   10,195   $(10,000)   $ 4,915,572   $(9,283,440)   $(4,367,673)
                          ==========   =========   ===========   ===========    ===========
</TABLE>










See Notes to Financial Statements


                                       21
<PAGE>

                                 TECHLITE, INC.

                            STATEMENTS OF CASH FLOWS

                    YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES:                 DEC 2003       DEC 2002
                                                    ------------   -------------
<S>                                                 <C>            <C>
  Net income (loss)                                 $  (391,918)   $ (1,550,082)
  Adjustments to reconcile  net  income  to  net
    cash  provided  by  operating  activities:
  Depreciation and amortization                          72,537          82,407
  Stock given for services                              115,215         458,000
  Gain on sale of asset                                  (2,033)
  Decrease (increase) in receivables                     22,567         (96,324)
  Decrease in inventory                                                     788
  Decrease (increase) in other assets/receivables         6,813         (26,000)
  Net  increase  (decrease)  in  billings  related
    to  costs  and  estimated  earnings  on
    uncompleted contracts                              (228,656)        162,088
  Increase in accounts payable                          308,680         407,355
  Increase in other liabilities                         512,640         115,561
                                                    -----------    ------------
      Net cash provided by (used in) operating
        activities                                      415,845        (446,207)
                                                    -----------    ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
  Acquisition of equipment                              (11,059)         (5,555)
                                                    -----------    ------------
      Net cash used in investing activities             (11,059)         (5,555)
                                                    -----------    ------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
  Principle payments on notes payable                (1,013,148)       (851,944)
  New borrowings                                        601,269       1,223,316
  Sale of stock                                           7,500
                                                    -----------    ------------
      Net cash provided by (used in) financing
        activities                                     (404,379)        371,372
                                                    -----------    ------------

NET  INCREASE  (DECREASE)  IN  CASH
AND CASH EQUIVALENTS                                        407         (80,390)

CASH  AND  CASH  EQUIVALENTS  AT
BEGINNING OF YEAR                                           913          81,303
                                                    -----------    ------------

CASH  AND  CASH  EQUIVALENTS  AT
  END OF YEAR                                       $     1,320    $        913
                                                    ===========    ============
</TABLE>


See Notes to Financial Statements


                                       22
<PAGE>
                                TWECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE  1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES

Nature  of  Operations
----------------------

     The  Company  is  organized  as  an  Oklahoma corporation located in Tulsa,
Oklahoma.  The  Company  is  an  energy-efficient  lighting specialist primarily
engaged  in  performing retrofits of lighting systems in commercial, educational
and  healthcare  facilities.   The work is performed primarily under fixed-price
contracts, which were obtained either through negotiations or a bidding process.
The  length  of the contracts varies, typically between 1 and 18 months.  Due to
the  nature  of the construction industry, once work is completed on a contract,
new  contracts  must  be  identified  and  obtained.  The  ultimate  success  in
obtaining new contracts from year to year is subject to the uncertainties of the
bidding  process  associated  with  the  construction  industry.

Revenue  Recognition
--------------------

     Revenues  from  fixed-price  construction  contracts  are recognized on the
percentage-of-completion method, measured by the percentage of costs incurred to
date to estimated total costs for each contract.  Material costs are recorded as
material  is  received  on the job site.  Only enough material for a few days is
delivered  to  the  job  site  at  any  one  time.  Excess materials are held in
inventory  and are not recorded as job expense until delivered.  Labor costs are
recorded  when  paid or accrued at the end of a reporting period. This method is
used  because  the  Company  considers  expended  costs to be the best available
measure  of  progress on these contracts.  Because of the inherent uncertainties
in  estimating costs, it is at least reasonably possible that the estimates used
will  change  within  the  near  term.  Revenue  received  from  direct  sale of
materials  and  engineering work is recorded as other income.  These amounts are
not  considered  significant  to the overall operation of the Company.  Warranty
work  is  covered  by  the manufacturer of the materials.  Revenue from warranty
work  is  recorded  as  other  income.

Contracts  Receivable
---------------------

     Contracts  receivable  from  performing construction contracts are based on
contracted  prices.  The company provides an allowance for doubtful collections,
which  is based upon a review of outstanding receivables, historical collections
information,  and existing economic conditions.  Normal contracts receivable are
due  30  days after the issuance of the invoice.  Contract retentions are due 30
days  after  completion of the project and acceptance by the owner.  Receivables
past  due  more than 120 days are considered delinquent.  Delinquent receivables
are written off based on individual credit evaluation and specific circumstances
of  the  customer.


                                       23
<PAGE>
                                TWECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE  1:  NATURE  OF  OPERATIONS  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING
          POLICIES,  (Continued)

Cost  Recognition
-----------------

     Contract  costs include all direct material, labor, and equipment costs and
those  indirect  costs  related  to contract performance such as indirect labor,
supplies,  and  tool  costs.  Provisions  for  estimated  losses  on uncompleted
contracts  are  made in the period in which such losses are determined.  Changes
in  job  performance,  job  conditions, estimated profitability, including those
arising  from  contract  penalty  provisions, and final contract settlements may
result  in  revisions  to  costs  and income and are recognized in the period in
which  the  revenues  are  determined.

Use  of  Estimates
------------------

     The  preparation  of financial statements in conformity with U.S. generally
accepted  accounting  principles   require  management  to  make  estimates  and
assumptions  that affect certain reported amounts and disclosures.  Accordingly,
actual  results  could  differ  from  those  estimates.

Depreciation
------------

     Furniture and equipment are depreciated using the straight-line method over
the  estimated  useful life of each asset, which is generally from five to seven
years.

Income  Taxes
-------------

     Provisions  for  income  taxes are based on taxes payable or refundable for
the  current year and deferred taxes on temporary differences between the amount
of  taxable  income  and  pretax  financial  income and between the tax basis of
assets  and  liabilities and their reported amounts in the financial statements.
Deferred  tax assets and liabilities are included in the financial statements at
currently  enacted  income  tax  rates  applicable  to  the  period in which the
deferred  tax  assets  and liabilities are expected to be realized or settled as
prescribed  in FASB Statement No. 109, Accounting for Income Taxes.  A valuation
allowance is established to reduce deferred tax assets if it is more likely than
not  that a deferred tax asset will not be realized, as explained in Note 6.  As
changes  in  tax  laws or rates are enacted, deferred tax assets and liabilities
are  adjusted  through  the  provision  for  income  taxes.



                                       24
<PAGE>
                                TWECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE  2:  CONTRACT  RECEIVABLES

Contract  receivables  consist  of:
<TABLE>
<CAPTION>
                                                       DEC 2003       DEC 2002
                                                     ------------   -----------
  Billed
<S>                                                  <C>            <C>
    Completed contracts                              $      3,882   $    53,985
    Contracts in progress                                 177,139       149,603
                                                     ------------   -----------

                                                     $    181,021   $   203,588
                                                     ============   ===========
</TABLE>

NOTE  3:  COSTS  AND  ESTIMATED  EARNINGS  ON  UNCOMPLETED CONTRACTS

Costs,  estimated  earnings and billings on uncompleted contracts are summarized
as  follows:
<TABLE>
<CAPTION>
                                                       DEC 2003       DEC 2002
                                                     ------------   -----------
<S>                                                  <C>            <C>
  Costs incurred on uncompleted contracts            $  2,234,699   $   183,211
  Estimated earnings                                      679,915        65,437
                                                     ------------   -----------
                                                        2,914,614       248,648
  Billings to date                                      2,921,883       484,573
                                                     ------------   -----------

                                                     $     (7,269)  $  (235,925)
                                                     ============   ===========

  Included  in  the  accompanying  balance
  sheet  under  the  following captions:
    Billings  in  excess  of  costs  and
      estimated earnings on uncompleted contracts   $       7,269   $   235,925
                                                    =============   ===========
</TABLE>

NOTE  4:  NOTES  PAYABLE
<TABLE>
<CAPTION>
                                                       DEC 2003       DEC 2002
                                                     ------------   -----------
<S>                                                  <C>            <C>
  Unsecured notes payable, due on demand, at 7%
    to 10%                                           $    196,312   $   259,008
  Note payable, collateralized by second
    mortgage on building and land, due
    March 2003, at 5%                                     125,000
  Unsecured line of credit, at 16.75%                      19,473        21,706
  Note  payable,  non-interest  bearing,
    convertible to Company stock at the
    option of the lender                                   30,000       279,000


                                       25
<PAGE>
                                TWECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE  4:  NOTES  PAYABLE  (Continued)

  Note  payable,  collateralized by accounts
    receivable, quarterly interest due
    through  June  2002, then due in 48
    monthly installments plus interest
    beginning in  July  2002 and ending
    in  June  2006,  at  7%                               736,710       912,905

  Note  payable, collateralized  by
    Company stock, real estate and
    vehicles, due July 2006, at 8.75%                      93,479       124,569

  Note payable, collateralized by
    750,692 shares of Company stock owned
    by  two  officers  and additional
    real  estate  owned  by  one
    officer,  due March  2003, at 5.75%                   250,830       250,830

  Unsecured notes payable to company
    officers, due on demand, at 7% to 8%                  119,232       374,597

  Note  payable, collateralized by 8300
    shares of Emerson Electric stock
    owned  by  a  Company  shareholder,
    due  March 2003, at 5.25%                             395,100       395,100

  Note  payable,  building and land,
    due in monthly installments plus
    interest  through  October  2013,
    At  9%                                                330,721       340,021
                                                    -------------   -----------
                                                        2,296,857     2,957,736

  Accrued interest                                        175,870       116,223
                                                    -------------   -----------

                                                     $  2,472,727   $ 3,073,959
                                                     ============   ===========
</TABLE>

Interest  expense incurred during the years ended December 31, 2003 and 2002 was
$243,638  and  $348,313,  respectfully.  Interest actually paid during the years
ended  December  31,  2003  and  2002  was  $130,016 and $192,662, respectfully.

Aggregate  annual  maturities  of  debt  at  December  31,  2003,  are:
<TABLE>
<CAPTION>
<S>                                                 <C>
          2004                                      $  1,451,711
          2005                                           317,514
          2006                                           236,430
          2007                                            27,650
          2008                                            30,244
          Thereafter                                     233,308
                                                    ------------

                                                    $  2,296,857
                                                   =============
</TABLE>


                                       26
<PAGE>
                                TWECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE  5:  PROPERTY  AND  EQUIPMENT

     Property and equipment consist of buildings, vehicles, equipment, furniture
and  leasehold  improvements.  The  vehicles  and equipment are depreciated over
five  years,  furniture  is depreciated over seven years, leasehold improvements
are  depreciated  over  ten  years  and buildings are depreciated over 25 years.
Accumulated  depreciation  is  summarized  as  follows:
<TABLE>
<CAPTION>
                                                       DEC 2003       DEC 2002
                                                     ------------   -----------
<S>                                                  <C>            <C>
  Buildings                                          $    100,400   $    80,400
  Vehicles                                                188,905       186,533
  Equipment                                               193,434       173,100
  Furniture                                                27,634        23,886
  Leasehold improvements                                   39,428        32,088
                                                    -------------   -----------

                                                    $     549,801   $   496,007
                                                    =============   ===========
</TABLE>


NOTE  6:  INCOME  TAXES  AND  DEFERRED  INCOME  TAXES

     There  is  no  provision  for  income  taxes  included  in  these financial
statements.  The  net  operating  losses  will  be  carried  forward.

     A  reconciliation  of the income tax expense (refund) at the statutory rate
to  income  tax  expense  at  the  Company's  effective tax rate is shown below:

<TABLE>
<CAPTION>
                                                       DEC 2003       DEC 2002
                                                     ------------   -----------
<S>                                                  <C>            <C>
  Computed at the statutory rate of 34%              $   (131,552)  $  (527,028)
  Increase  in  tax  resulting  from:
    Net operating loss carryforward allowance             131,552       527,028
                                                    -------------   -----------

                                                    $           0   $         0
                                                    =============   ===========
</TABLE>













                                       27
<PAGE>
                                TWECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE  6:  INCOME  TAXES  AND  DEFERRED  INCOME  TAXES  (continued)

     As  of  December  31, 2003, the Company had federal and state net operating
loss carryforwards, which may be applied to future taxable income of $8,035,621.
Net  operating  loss  carryforwards  expire  as  follows:
<TABLE>
<CAPTION>
                             Amount        Federal        State
                         --------------    -------        -----
<S>                      <C>                  <C>          <C>
                         $      109,832       2010         2010
                                610,900       2018         2013
                              1,474,640       2019         2014
                              1,960,330       2020         2015
                              1,962,488       2021         2021
                              1,530,513       2022         2022
                                386,918       2023         2023
                         --------------

                         $    8,035,621
                         ==============
</TABLE>

     Based  on  the  Company's significant net operating losses it appears it is
more  likely  than  not that the deferred tax asset created by the net operating
losses  may not be realized. Therefore, a 100% allowance has been applied to the
net  deferred  tax  asset.


NOTE  7:  BACKLOG

     The  following  schedule  summarizes changes in backlog on contracts during
the  years  ended  December  31, 2003 and 2002. Backlog represents the amount of
revenue  the Company expects to realize from work to be performed on uncompleted
contracts  in progress at year-end and from contractual agreements on which work
has  not  yet  begun.
<TABLE>
<CAPTION>
                                                       DEC 2003       DEC 2002
                                                     ------------   -----------
<S>                                                  <C>            <C>
     Backlog, beginning of year                      $    604,728   $   185,682
     New contracts during the year                      2,191,711     1,447,578
     Contract adjustments                                 138,535         2,700
                                                     ------------   -----------
                                                        2,934,974     1,635,960
     Less contract revenues earned during the year      2,927,705     1,031,232
                                                     ------------   -----------

     Backlog, end of year                            $      7,269   $   604,728
                                                     ============   ===========
</TABLE>


                                       28
<PAGE>
                                TWECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE  8:  SIGNIFICANT  ESTIMATES  AND  CONCENTRATIONS

     U.S. generally accepted accounting principles require disclosure of certain
significant  estimates  and current vulnerability due to certain concentrations.
Those  matters  include  the  following:

     Estimates of revenue on uncompleted construction contracts are explained in
Note  1,  under  Revenue  Recognition  and  are  described  in detail in Note 3.


NOTE  9:  OTHER  ASSETS

     At  December  31,  2003 and December 31, 2002, the Company recorded $30,081
and  $27,400  respectively,  as other assets.  Other assets at December 31, 2003
include  $4,081  for  cash  deposits  with  a  utility  company  and  $26,000 in
receivables  for stock issued, but not paid for as of year-end.  Other assets at
December  31,  2002  include $1,400 for cash deposits with a utility company and
$26,000  in  receivables  for  stock  issued,  but  not paid for as of year-end.


NOTE 10:  CONTINGENCIES

     The  Company  is  a  defendant  in,  and  is threatened with, various legal
proceedings  with  respect to certain vendor creditors.  Management believes the
ultimate liability, to the extent not provided for in amounts currently recorded
as  liabilities  in  the financial statements, are not likely to have a material
effect  on  the  financial  statements  taken  as  a  whole.


NOTE 11:  GOING  CONCERN

     Management  is  continuing  to  develop  strategic  alliances  with  other
companies  to  compliment the marketing and production capabilities of TechLite,
Inc.  Management  believes  this would provide TechLite, Inc. and its affiliates
the  ability  to service customers more effectively.  Management is also working
to  gain  contracts  on  jobs  which  have been under development for some time.
Management  is  also  looking  to  obtain new equity funding to recapitalize the
company.  The  continued existence of the Company may be contingent on obtaining
some  or  all  of  the  above.



                                       29
<PAGE>
                                TWECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 11:  GOING  CONCERN  (continued)

     The  Oklahoma  Tax  Commission  has filed a tax lien with respect to unpaid
payroll  taxes.  A  payment  arrangement  has  been  made  with the Oklahoma Tax
Commission;  however,  the  Company is behind on the payments agreed to be paid.
The  Company  also  has  unpaid  federal  payroll  taxes  which  are recorded as
liabilities  in  the  financial  statements.  The Company is attempting to raise
additional  equity  capital, which could be used to fully pay all payroll taxes.
However,  the length of time the Company can continue as a going concern without
paying  these  payroll  taxes  is  unknown.


NOTE 12:  UNISSUED  SHARES  OF  COMPANY  STOCK

     During the year ended December 31, 2001, the Company collected $739,210 for
the  sale  of  1,403,377  shares  of Company stock.  As of December 31, 2003 and
2002,  176,710  shares  of  this stock were still not issued and these financial
statements  reflect  liabilities of $189,210 for the cash collected.  During the
year  ended  December  31,  2003, the Company collected $130,000 for the sale of
650,000  shares  of  stock  which  were not issued at year end.  These financial
statements  reflect  liabilities of $130,000 for the cash collected.  The number
of  shares of Company stock issued and outstanding at December 31, 2003 and 2002
and  the  net loss per share do not reflect these additional shares as they were
not  issued  at  December  31,  2003  and  2002.


NOTE 13:  TOCK  COMPENSATION

     General  and  administrative  expenses of $1,199,209 and $1,887,167 for the
years  ended  December  31,  2003  and  2002 respectively, includes $115,215 and
$458,000  of expenses associated with exchanging Company stock for marketing and
administrative  services.  Company  stock  was  given to various individuals and
companies in exchange for marketing and administrative services in the amount of
1,152,155  and  2,123,333  shares  during  the years ended December 31, 2003 and
2002,  respectively.  The  value of the stock exchanged was an average estimated
value of approximately $.10 and $.22 per share, for the years ended December 31,
2003  and 2002, respectively. Accordingly, $115,215 and $458,000 are recorded as
general  and administrative expense during the years ended December 31, 2003 and
2002,  respectively.







                                       30
<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
          FINANCIAL  DISCLOSURE

     The  principal  independent  accountant  of  the company or any significant
subsidiary  has  not  resigned,  declined  to  stand  for  re-election,  or been
dismissed  by  the company during the periods for which financial statements are
included  herein.

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS   AND   CONTROL   PERSONS;
          COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

     Set  forth  below  are  the  names,  and  terms  of  office  of each of the
directors,  executive  officers  and  significant employees of the Company and a
description  of  the  business  experience  of  each.
<TABLE>
<CAPTION>
                                                           Office Held          Term of
         Person                  Office                       Since              Office
         ------                  ------                    ------------         -------
<S>                       <C>                                  <C>                <C>
J.  D.  Arvidson,  65     Chief  Executive  Officer,           1992               2004
                          Chief Financial Officer and
                          Director

C.  O.  Sage,  70         Vice  President  and  Director       1992               2004
</TABLE>

     J.  D.  "Jim"  Arvidson.  Mr.  Arvidson  has  35  years  of  experience  in
construction  contracting  and  management.  He  was engaged for 23 years in the
design  and  construction of grain silos, forage silos and mechanical conveyance
systems.  He  was  then  involved  in  the construction of commercial buildings,
which  construction  involved  interior  lighting  design.  Mr. Arvidson was the
principal  founder  of  TechLite  Applied  Sciences  and was its chief executive
officer  since  its  founding  in  1992  until  it merged with TechLite in 1999.

     C.  O.  Sage.  Mr.  Sage  has  more  than  25  years' experience in various
agriculture-related  businesses,  one  being  the  building  and management of a
35,000-head  cattle  feeding  business.  He  served  for  almost  ten  years  as
Assistant  to the State Treasurer of Oklahoma in charge of the operations of the
State  Treasurer's office.  Mr. Sage was one of the founders of TechLite Applied
Sciences  and was employed by it in his present capacity since it was founded in
1992  until  it  merged  with  TechLite  in  1999.

ITEM 10.  EXECUTIVE  COMPENSATION

     The  directors  of  TechLite  receive no compensation for their services as
directors.  The  officers  of TechLite received from it an aggregate of $324,370
of  compensation  in  the last fiscal year for their services in all capacities.

     The  table below sets forth all compensation awarded to, earned by, or paid
to  Jim  Arvidson,  the  chief  executive officer of the company during the last
three  fiscal  years:


                                       31
<PAGE>
<TABLE>
<CAPTION>
                                                               Long Term Compensation
                                                               ----------------------
                                             Awards
                                     ------------------------
       Annual  Compensation                        Securities
-----------------------------------
                                                   Underlying        Payouts
                       Other Annual  Restricted    Options/     LTIP     All  Other
Year   Salary   Bonus  Compensation  Stock Awards  SARS         Payouts  Compensation
----   ------   -----  ------------  ------------  -----------  -------  ------------
<S>   <C>         <C>  <C>           <C>             <C>          <C>      <C>
2003  $120,000    0    0             0               0            0        0
2002  $120,000    0    0             0               0            0        0
2001  $120,000    0    0             0               0            0        0
</TABLE>

     Employment  Contracts.
     ----------------------

     TechLite  has  an employment contract with James D. Arvidson, the CEO and a
director  of  the  company.

     Stock  Options.
     ---------------

     TechLite  has  adopted  a  stock option plan, the major provisions of which
Plan  are  as  follows:

     Options granted under the plan may be "employee incentive stock options" as
defined  under  Section  422 of the Internal Revenue Code or non-qualified stock
options,  as determined by the option committee of the board of directors at the
time  of grant of an option.  The plan enables the option committee of the board
of  directors  to grant up to 500,000 stock options to employees and consultants
from  time  to  time.  The  option  committee  has  granted  no  options.

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following table shows information as of March 31, 2004 with respect to
each  beneficial  owner  of  more  than  5% of each class of voting stock of the
Company  and  to  each of the officers and directors of the Company individually
and  as  a  group:
<TABLE>
<CAPTION>
TechLite                             No.  of  Shares      %  of  Class
--------                             ---------------      ------------
<S>                                    <C>                    <C>
J.D.  Arvidson                         681,973                6.4
9316  North  147th  East  Avenue
Owasso,  OK  74136

C.O.  Sage                             232,292(1)             2.2
7902  South  70th  East  Place
Tulsa,  OK  74133

Officers  and  Directors  as
  a  group  (2  persons)               914,265                8.5
----------------------------
</TABLE>

(1)  These  shares  are held in joint tenancy with right of survivorship by C.O.
     Sage  and  Carol  E.  Sage, husband and wife, who own 232,292 shares in the
     aggregate.


                                       32
<PAGE>

ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Subsequent  to  the  merger  on October 21, 1999 between TechLite, Inc. and
TechLite  Applied Sciences, Inc., J.D. Arvidson, president and a director of the
company,  and C.O. Sage, executive vice president, chief operating officer and a
director  of  the  company,  jointly  guaranteed the repayment of a bank loan of
$250,000  made  to  the  company.  Mr. Arvidson pledged, to the repayment of the
loan,  528,000  shares  of  common  stock  of the company, and C.O. Sage pledged
222,292  shares  of  common  stock  of  the company.  As consideration for their
guarantees,  the  company granted 50,000 shares of common stock to J.D. Arvidson
and  25,000  shares  of  common  stock  to  C.O.  Sage.

ITEM 13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-KSB:

     Exhibit                              Item
     -------                              ----

      2          -     Agreement  of  merger  of  October  16,  1998,  between
                       TechLite, Inc. and  TechLite  Applied  Sciences,  Inc.*

      3.1        -     Articles  of  Incorporation  of  TechLite,  Inc.*

      3.2        -     Bylaws  of  TechLite,  Inc.*

     10.1        -     1998  stock  Option  Plan  adopted  by  TechLite, Inc.*

     31          -     Certification  of  Chief Executive Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act  of  2002.

     31.1        -     Certification  of  Chief Financial Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act  of  2002.

     32          -     Certification  of  Chief Executive Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 906
                       of the Sarbanes-Oxley Act  of  2002.

     32.1        -     Certification of  Chief Financial Officer  pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 906
                       of the Sarbanes-Oxley Act  of  2002.


     *     Previously  filed  with  Form  S-4,  Commission  File  No. 333-68137;
           incorporated  herein.



                                       33
<PAGE>

(b)     Reports  on  Form  8-K

        None.

Item 14.  Controls  and  Procedures

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure.  Within the 90 days prior to
the  filing  date  of this report, our management, with the participation of our
chief  executive  officer and chief financial officer, carried out an evaluation
of  the  effectiveness  of the design and operation of these disclosure controls
and  procedures.  Our  chief  executive  officer  and  chief  financial  officer
concluded,  as  of  fifteen  days  prior to the filing date of this report, that
these  disclosure  controls  and  procedures  are  effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation revealed no significant deficiencies or
material  weaknesses.

























                                       34
<PAGE>


                                   SIGNATURES


     In accordance with Section 15(d) of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

                                   TECHLITE,  INC.



Date:  April  14,  2004            By:/s/  J.D.  Arvidson
                                      ------------------------------------------
                                      J.D.  Arvidson,  Chief  Executive  Officer

     In  accordance  with  the  Exchange Act, this report has been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.



Date:  April  14,  2004            /s/  C.O.  Sage
                                   ---------------------------------------------
                                   C.O.  Sage,  Vice  President
                                     and  Director



Date:  April  14,  2004            /s/  J.D.  Arvidson
                                   ---------------------------------------------
                                   J.D.  Arvidson,  Chief  Executive
                                     Officer,  Chief  Financial  Officer  and
                                     Director


















                                       35
<PAGE>


                                 TechLite, Inc.
                          Commission File No. 333-68071

                        INDEX TO EXHIBITS TO FORM 10-KSB
                      For the year ended December 31, 2003


     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-KSB:

     Exhibit                              Item
     -------                              ----
      2          -     Agreement  of  merger  of  October  16,  1998,  between
                       TechLite, Inc. and  TechLite  Applied  Sciences,  Inc.*

      3.1        -     Articles  of  Incorporation  of  TechLite,  Inc.*

      3.2        -     Bylaws  of  TechLite,  Inc.*

     10.1        -     1998  stock  Option  Plan  adopted  by  TechLite, Inc.*

     31          -     Certification  of  Chief Executive Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act  of  2002.

     31.1        -     Certification  of  Chief Financial Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act  of  2002.

     32          -     Certification  of  Chief Executive Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 906
                       of the Sarbanes-Oxley Act  of  2002.

     32.1        -     Certification of  Chief Financial Officer  pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 906
                       of the Sarbanes-Oxley Act  of  2002.


     *     Previously  filed  with  Form  S-4,  Commission  File  No. 333-68137;
           incorporated  herein.



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