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, 2000

                                       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:  $1,003,559.

        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:  $4,003,530  computed by
reference  to the  $1.19  average  of the bid and asked  price of the  Company's
Common Stock on April 11, 2001.

        State the number of shares  outstanding of each of the issuer's  classes
of common equity, as of the latest practicable date:  3,364,311 shares of Common
Stock, $0.001 par value.

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 ..............................................   9
        TechLite Marketing .................................................   9
        Business Approach ..................................................  10
        Financial Considerations ...........................................  10
        Pending Acquisition ................................................  11
        Venue of Sales .....................................................  12
        Patents, Copyrights and Intellectual Property ......................  12
        Competition ........................................................  12
        Government Approval of Principal Products ..........................  12
        Government Regulations .............................................  12
        Seasonality ........................................................  12
        Research and Development ...........................................  12
        Environmental Controls .............................................  13
        Number of Employees ................................................  13
        Intellectual Property ..............................................  13

Item 2. Properties .........................................................  13

        Facilities .........................................................  13

Item 3. Legal Proceedings ..................................................  13

Item 4. Submission of Matters to a Vote of Security Holders ................  14

Item 5. Market for Common Equity and Related Stockholder Matters ...........  14

Item 6. Management's Discussion and Analysis ...............................  15

        Results of Operations ..............................................  16
        Sales ..............................................................  17
        Gross Margin .......................................................  17
        Selling, General and Administrative Expenses .......................  17
        Net Income (Loss) Before Taxes .....................................  17
        Balance Sheet Items ................................................  17
        Liquidity and Capital Resources ....................................  18

                                       3
<PAGE>

Item 7. Financial Statements ...............................................  18

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 ...........................................  33

Item 11.  Security Ownership of Certain Beneficial Owners and Management ...  34

Item 12.  Certain Relationships and Related Transactions ...................  35

Item 13.  Exhibits and Reports on Form 8-K .................................  35

        Signatures .........................................................  37


                                       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  through  acquisitions.  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.

        TechLite,  through our  predecessor in interest,  has been engaged since
1993 in the business of  retrofitting  existing  lighting  fixtures in buildings
used for commercial,  education,  manufacturing,  municipal,  institutional  and
health   care   purposes.   TechLite   employs  a  systems   approach,   whereby
state-of-the-art, energy-efficient, lighting-retrofit components are designed to
work in harmony to maximize fixture  efficiency and light levels while obtaining
energy savings up to 60 percent.

        Our business strategy is for TechLite to become a national leader in the
rapidly  growing   energy-efficient   lighting-retrofit   and  energy-management
industry.  We will do this  primarily  through  acquisitions  of comparable  and
strategically located companies now operating in our industry, thereby providing
a national footprint for our products and services from coast to coast.

                       DESCRIPTION OF TECHLITE'S BUSINESS
                       ----------------------------------

Electric Power Shortages and Lighting Costs
-------------------------------------------

        The Wall Street  Journal,  May 11,  2000,  reported  the  following:  "A
sobering fact for the new millennium;  America is running short on electricity."
A Los Angeles Times  editorial  dated January 31, 2001 reported on  California's
power crisis and how important energy savings have become,  stating "the fate of
California's  private utilities is far from decided;  but consumers,  with state
incentives and  encouragement to reduce power use can go far toward fixing their
own problem."

        With  increasing  national  power  shortages  causing  "brown  outs" and
"rolling  black outs" and  inevitable  utility rate  increases  nationwide,  the
spotlight is now squarely focused on the impact of energy efficient lighting.

        Important  Fact:  Lighting  is one of the largest  hidden  costs for any
company,  often  accounting for up to 40 percent 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 60 percent  while
maintaining  current  light  levels.  The  proven  fact is; an energy  efficient
lighting  upgrade  or  retrofit  is one of the  fastest  ways to  reduce  energy
consumption and costs. An investment in a TechLite  turnkey  lighting upgrade is
one solution to the energy shortages that benefits everyone.

                                       5
<PAGE>

        Since  lighting is a  specialized  business,  accurate  information  and
custom  design  engineering  are required to achieve  desired  lighting  levels,
aesthetics and maximum energy savings,  especially with the diversity of fixture
types found in most  buildings.  All projects must start with an energy audit of
every building to be retrofitted.  TechLite has designed a proprietary,  custom,
energy-audit  software  program that  computes  upgrade  solutions and potential
energy savings.  This energy audit program is one of the tools TechLite utilizes
to provide a consistent  quality  approach and maximum  energy  savings for each
project.

Market of Decade and the EPA
----------------------------

        The January 1997 issue of the magazine,  "Electrical  Contractor"  calls
this new lighting  retrofit  business  "The Market of the Decade" and points out
that this market has been opened not only by the usual market  forces,  but also
by the direct  action of the U.S.  Government.  In effect,  the  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
Agency's (EPA) "Green Lights" and "Energy Star" emission  reduction  program and
by the National  Energy Policy Act of 1992,  which  requires the  elimination of
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.

        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 percent. 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
----------

        Current  estimates  indicate  there are  approximately  3 billion  light
fixtures  nationwide that will benefit from energy efficient lighting retrofits.
The U.S.  Department  of  Energy  estimates  that  lighting  in  United  States'
commercial  buildings  alone (that have standard  fluorescent  and  incandescent
lights)  equals 27.47  billion sq. ft. Since the study was conducted in 1992, it
is  estimated  that  less  than  twenty  percent  of these  fixtures  have  been
retrofitted.  We estimate that potential  revenues from the commercial  building
sector exceeds $11 billion.

        Additional energy savings opportunities exist throughout the U.S. school
systems.  For example: the Florida School Districts light a total of 303,702,512
square feet,  but by 1997,  less than 10 million  square feet had been  upgraded
with energy efficient  lighting upgrades.  Projected new school  construction in
Florida alone is approximately six million square feet a year, and this does not
include the 15,185,126  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.  New energy
efficient light fixtures or retrofits will be part of many of these projects.

        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.

                                       6
<PAGE>

        In addition, many healthcare, educational, 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.  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 properly  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  retrofits 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.

        IBM retrofitted the 40,000 light fixtures in their Chicago  headquarters
building and cut their  electric bill by $912,000 per year with a payback 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
percent  higher light levels,  greater  visual  comfort,  reduced glare and a 64
percent reduction in energy costs.

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

Major Current Events
--------------------

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

o   Energy shortages.  America is running short of electricity. A recent article
    in the  Wall  Street  Journal  lists  areas of the  U.S.  that  are  already
    experiencing shortages of electric power with the shortage of power expected
    to  increase  over  the  next 10  years.  Shortages  and  higher  prices  of
    electricity  help  drive the  increasing  demand  for  conversion  to energy
    efficient products.

o   The  development of new lighting  components and retrofit  products that are
    adaptable for existing  fluorescent  light  fixtures  that increase  fixture
    efficiency,  produce more and better light and reduce  energy costs up to 60
    percent.

o   The Environmental  Protection Agency's  (EPA) Green  Lights and  Energy Star
    Emission Reduction Program.

o   The  National  Energy  Act  requires  the  elimination  of many  inefficient
    lighting products  currently being used. These programs  encourage  American
    business to install more efficient lighting products in the work place.
                                       7
<PAGE>

o   Deregulation  of  electricity.  With  deregulation,  nationwide  competition
    between  utility  companies  for  billions of dollars of  electrical  supply
    contracts  and  bundled  services   (including  energy  efficient   lighting
    retrofits) is underway in 20 states to date.

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.

        These  ESCOs are well  capitalized  and have an  increasing  and serious
market presence.  Enron, Viron, Florida Power and Light,  Chevron, San Diego Gas
and Electric,  Southeast  California  Edison,  Energy Masters  International and
others are major .participants.

        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 are 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  suppliers  and service  providers,  so they are looking for
qualified  and  dependable  sub-contractors.  TechLite,  when it can deliver its
services  nationwide,  has a great  opportunity to be selected for many of these
projects,  and it  would  have  few  competitors  with a  "national  footprint."
Obtaining a national  footprint is  TechLite's  strategy and the purpose of this
offering of securities.

        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 retrofits.

Independent Lighting Retrofit Companies
---------------------------------------

        To date,  few retrofit  companies  have  vertically  integrated  all the
energy efficient  lighting  components  (marketing,  distribution,  engineering,
construction and service) on a nation- wide basis. Certain cost efficiencies can
be obtained  through such  vertical  integration.  With the  exception of two or
three large companies, the lighting retrofit industry is fragmented,  consisting
of small regional  companies.  These  companies  provide  primarily  contracting
services  direct  to end  users  (property  owners  and  managers)  or  ESCOs as
sub-contractors  in their local areas. These smaller companies find it difficult
to compete on a cost basis with large companies due to significant discrepancies
on material and labor costs,  given size,  financial  strength,  market  access,
regulatory hurdles, engineering and market knowledge.

                                       8

<PAGE>


Business Plan Summary
---------------------

        Upon  completion  of its  acquisitions,  TechLite  will be able to offer
private businesses, schools, government entities and ESCOs a complete, one-stop,
turnkey Energy Efficient Lighting Upgrade Package from coast to coast.

        TechLite, Inc.  now provides  and will continue to provide its customers
with the following services:

o       Comprehensive Energy Audit Reports of each building to be retrofitted
o       Custom design  engineering to maximize  fixture  efficiency  and  energy
        savings in the most cost effective manner
o       Experienced retrofit management and installation  personnel
o       State-of-the-art energy efficient lighting fixtures and retrofit
        components
o       Third-party  project  funding  designed  so  energy savings  exceed  the
        investment repayment schedule
o       Performance bonding, as needed
o       EPA approved disposal of old lamps and ballasts
o       Service after the installation to insure the lighting  upgrade  operates
        according to design specifications
o       Lighting maintenance contracts for continued service after the retrofit.

Simple Lighting Retrofit Example Based On Square Footage:

o       Example Building: 350,000 sq. ft. with 2 x 4 lighting fixtures installed
        every 70 sq. ft.  This equals 5,000 light fixtures.
o       Assume an estimated electric rate of 7.5 cents kWh. Note: electric rates
        may vary  from 5 cents to  14 cents per  kWh depending  on the  state or
        region.
o       Assume operating hours of 4,000 a year.
o       Note: Existing 2 x 4 lighting fixtures components are four 34  watt T-12
        lamps and 2 magnetic ballasts (158 watt system).
o       Install TechLite  retrofit that  provides  equal light;  (58 or  71 watt
        system)  at 75  cents  per  square  foot.  Total  upgrade  investment  =
        $262,500.
o       Net  energy  savings  will  equal 43 cents  per sq. ft.,   which  totals
        $150,000 savings per year.
o       The capital  recovery period for  this retrofit investment  is less than
        1.8 years.

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

        Our   marketing   efforts   will   emphasize    lighting   projects   as
sub-contractors  for ESCOs as well as  negotiated  lighting  upgrade  contracts,
electrical,  and  technology-cabling  projects  direct with  end-users.  We have
agreements  to  acquire,  or are  negotiating  now with ,  companies  that  have
strategic relationships with several global ESCOs, namely Carrier, Viron, Enron,
Chevron,   Johnson  Controls  and  Siemens.  Beyond  these  relationships,   our
targeted-for-acquisition  companies have significant experience and resumes in a
broad  spectrum  of real  estate  projects,  including  healthcare,  schools and
universities,  office  buildings,  warehouse  and  industrial,  military  bases,
government and retail. The combined  management team has depth in all aspects of
engineering,  design and project management from general contracting to lighting
maintenance contracts.

                                       9
<PAGE>

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

        The TechLite project  management  approach is comprehensive and based on
our philosophy of turnkey responsibility.  Our trained and experienced personnel
pay  attention  to detail and are  innovative  and  responsive  to the needs and
issues as they  pertain to all aspects of the  project.  They are  committed  to
continuous  improvement in a learning environment.  There is no such attitude as
"that's not my job".  Each of our employees is not only trained to do his or her
job well but is encouraged  to respond and  communicate  feedback  regarding any
aspect of the project.  The results speak for  themselves.  Our safety record is
better,  our service  quality is better,  our performance to schedule is on time
and we do not exceed budgets. Customer testimonials report they are pleased with
management's  pre-construction services,  state-of-the-art lighting products and
installation of their project.

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

        TechLite,  Inc.   merged   with  TechLite   Applied  Sciences,  Inc.  on
October 21,  1999.   TechLite, Inc.'s financial  statements include  the earlier
TechLite Applied Sciences' financial statements and show a cumulative loss.

        TechLite Applied  Sciences,  Inc.'s first major project was installed in
1994.  Numerous  projects  followed,  were  profitable and included  winning one
Energy Users News National Energy Efficient Lighting Award.

        With  increased  experience,   TechLite's  management  began  to  better
understand   and  plan  for  the  forces  of  change   that   would   drive  the
energy-efficient-services  business  during the  deregulation of electricity and
coming decade of electric supply-side shortages and increasing electric rates.

        TechLite has  maintained a steady course to fully develop our management
infrastructure,  to train audit personnel and installation teams and to pursue a
national  delivery and  expansion  strategy by  acquisition  creating a national
footprint for our business.

        Without question,  the expansion development planning,  deregulation and
events in Florida  diverted  TechLite  from the required  sales volume to become
overall profitable.  In late 1999 and early 2000,  approximately  $10,000,000 of
business committed in principle was postponed due in part to an incomplete sales
performance by personnel  TechLite placed in the Florida market.  In fact, these
salespeople  attempted  to secure this  business for their own  purposes.  These
projects  remain  as  prospects.  Nevertheless,  sales  volume  decreased  in an
untimely manner during this period,  and steps have been  implemented to correct
the deficiencies that occurred.

    TechLite  has  implemented  an  extensive  and  comprehensive   strategy  to
penetrate the expanded market  opportunities  that exist today. We have done the
following:

     o  Restructured our sales force.

     o  Diversified our targeted end-user profile.

     o  Increased our general ESCO client base and established network marketing
        relationships with trade allies.

                                       10
<PAGE>


     o  Accelerated  our plan to acquire  strategically  located,  complementary
        companies. We will expand our subcontracting role for the ESCO community
        in  5  growth  markets:   West,   Central,   Southwest,   Southeast  and
        Mid-Atlantic.

Pending Acquisition
-------------------

        On July 13, 2000,  TechLite entered into an Agreement and Plan of Merger
with Sun and Sun  Industries,  Inc., of  Huntington  Beach,  California  and the
shareholders of Sun and Sun Industries,  Inc. Pursuant to the agreement, Sun and
Sun  Industries  shall merge with a  to-be-formed,  wholly owned  subsidiary  of
TechLite with such subsidiary to be the surviving corporation of the merger. The
merger shall occur one week after Sun and Sun Industries obtains an audit of its
last two years of operations.

        TechLite is required to contribute $1,200,000 in cash and 600,000 shares
of TechLite  common stock to its subsidiary at the time of its  formation.  When
the  merger  occurs,  the  outstanding  shares of Sun and Sun  Industries  shall
convert into the 600,000 shares of TechLite common stock held by the subsidiary,
and the  $1,200,000  in cash shall be  distributed  to  creditors of Sun and Sun
Industries. The shareholders of Sun and Sun Industries shall also be entitled to
receive $3  million  in cash or in  TechLite  common  stock over the  three-year
period after the effective date of the merger as follows:

          o       $250,000  worth of  TechLite  common  stock one year after the
                  merger,  the "worth" of the stock being equal to the higher of
                  $0.50 a share or the 50-day moving average price of the stock;
                  provided  that  TechLite can elect to  contribute  up to fifty
                  percent of such $250,000 in cash,

          o       $750,000  worth of TechLite  common  stock two years after the
                  merger,  the "worth" of the stock being equal to the higher of
                  $0.50 a share or the 50-day moving average price of the stock;
                  provided  that  TechLite can elect to  contribute  up to fifty
                  percent of such $750,000 in cash, and

          o       $2,000,000  worth of TechLite  common  stock three years after
                  the merger, the "worth" of the stock being equal to the higher
                  of $0.50 a share or the  50-day  moving  average  price of the
                  stock;  provided  that  TechLite can elect to contribute up to
                  fifty percent of such $2,000,000 in cash.

        Should the 50-day moving  average  price of  TechLite's  common stock be
less than $0.50 a share on any of the three  anniversaries  of the  merger,  the
shareholders  of Sun and Sun  Industries can require that up to fifty percent of
the dollar obligation due that day be paid in cash rather than in stock.

        The shareholders of Sun and Sun Industries are given certain rights over
the  three-year  period  after the merger with regard to  representation  on the
board of directors  of TechLite,  to the election of officers of TechLite and to
participation in any stock options that may be granted by TechLite.

                                       11

<PAGE>


Venue of Sales.
--------------

        None of Techlite's sales are attributable to exports.  However, TechLite
has made  exploratory  efforts  regarding  business  in  Brazil.  The  Brazilian
government  has a mandate to reduce  electric  power  consumption by 20 percent.
TechLite has held discussions with a major power supplier in Brasilia  regarding
the savings impact of energy efficient lighting. The U.S. Export-Import Bank has
guarantees  for loans up to 85  percent  for  recipients  of  retrofit  lighting
projects exported to Brazil.

        TechLite has installed a test retrofit for the Post  Office  and a major
grocery store chain in Brasilia.  TechLite  recently was requested to provide an
energy audit for a university and hospital totaling approximately  3 million sq.
ft. in the state of Sao Paulo, Brazil.  Projected upgrade price is $2.9 million.
TechLite's major  focus remains the development  of its national  footprint  and
U.S. sales goals.

        TechLite South Central U.S.  prospects that are either at  construction,
energy audit,  or contract stage total  $3,893,500.  The first year  acquisition
revenues are projected at $36,000,000.

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.

                                       12
<PAGE>

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

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

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

        On March 31, 2001, TechLite employed 25 persons full time and 30 persons
part 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.

        TechLite also maintains a 250 square foot office at 11705 Brookwood Road
Austin, Texas.

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.

        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  will
dispute this amount.

        On May 18, 2000, Environmental  Light Recyclers  filed a notice of claim
in the amount of $120,740.90 against a Bond issued to TechLite.  TechLite admits
the validity of the claim.

        On November  19, 1999 in Civil  Action CJ 99-5600  filed in the District
Court of Tulsa County,  Oklahoma,  entitled Sportlite,  Inc. vs. TechLite, Inc.,
                                            ------------------------------------
TechLite was sued on an open account for the purchase of goods and services. The
Plaintiff has received favorable judgment in the amount of $34,745.

                                       13
<PAGE>

        On September  9, 1999 in Civil  Action CJ 99-4303  filed in the District
Court of Tulsa County,  Oklahoma,  entitled  Powers  Savers,  Inc. vs.  TechLite
                                             -----------------------------------
Applied Sciences,  Inc.;  Government Capital  Corporation and Independent School
--------------------------------------------------------------------------------
District No. 1 of Tulsa  County,  Oklahoma,  TechLite was sued by Power  Savers,
------------------------------------------
Inc.,  who claimed  damages in an  undetermined  amount  resulting from disputed
overhead  expenses with regard to a joint venture  agreement.  TechLite disputed
the claim.  The dispute went to arbitration and has been settled.  The plaintiff
received $50,235.

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.

                                    High           Low
                                   -------        ------
        2000:
               2nd Qtr.             1.875          0.75
               3rd Qtr.             4.3125         1.5
               4th Qtr.             4.5            0.875

Holders.  Based  on information provided  by our transfer agent, the Company had
-------
638 shareholders of record of its common stock on February 15, 2001.

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. Subsequent to the effectiveness
        ---------------------------------------
of the merger on October 21, 1999  between  the  company  and  TechLite  Applied
Sciences,  Inc., the company sold 336,633 shares of Common Stock to investors in
an offering 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
services  rendered during the period November 1999 through January 2000. 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.

                                       14
<PAGE>

        On April 26,  2000,  the  company  sold  shares  of common  stock to the
following persons for services rendered valued at the indicated amounts:
<TABLE>
<CAPTION>

        Name                                 Number                  Valued at
        ----                                 ------                  ---------
<S>                                          <C>                      <C>
        Joe Frates                           80,000 Shares            $4,000.00
        J.D. Arvidson                        50,000 Shares            $2,500.00
        C.O. Sage                            25,000 Shares            $1,250.00
        Rex Frates                           30,000 Shares            $1,500.00
        Bill Conner                          31,633 Shares            $1,581.65
        Newport Capital Consultants, Inc.   120,000 Shares            $6,000.00
</TABLE>

        The following shares of common stock were sold for cash to the following
persons:
<TABLE>
<CAPTION>

Date        Name                                   Number            Amount
----        ----                                   ------            ------
<S>         <C>                                    <C>               <C>
06-26-2000  Meskar Door, Inc                       123,333 Shares    $185,000.00
06-26-2000  M. Leroy Jackson                         5,000 Shares    $  7,500.00
06-26-2000  George U. Roth                           5,000 Shares    $  7,500.00
06-26-2000  Stephen I. Frates Rev. Trust UTA 5897   66,666 Shares    $100,000.00
06-26-2000  Joe Frates                              66,666 Shares    $100,000.00
06-26-2000  Rod Frates                              66,666 Shares    $100,000.00
06-26-2000  Flex Trust                              50,000 Shares    $ 75,000.00
06-26-2000  MF II Trust                             50,000 Shares    $ 75,000.00
10-16-2000  Marjorie J. Cole                        75,000  Shares   $ 75,000.00
11-16-2000  Civilla Ball                            15,000  Shares   $ 42,000.00
12-19-2000  Joe Frates                              50,000  Shares   $100,000.00
</TABLE>

        All of the above sales made from April 26,  2000  through  December  19,
2000 were made to accredited  investors  well known to the company's  management
pursuant to the exception from registration provided by Regulation D, Rule 506.

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."

        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,  TechLite  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.

                                       15
<PAGE>

        TechLite  recognized  the  Florida  market  potential  but had  employed
incorrect  sales  management to secure that business.  TechLite  depended on the
acquisition 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 in 2000.

        Without question,  the expansion  development work and events in Florida
have  contributed  to the poor sales  performance  by  TechLite  in the last two
quarters  of 1999 and the first three  quarters  of 2000.In the last  quarter of
2000,  TechLite  implemented an extensive and comprehensive  strategy to correct
these problems and expand the market opportunities that exist today.  Management
has taken the following steps:

        o    Restructured our sales force with reliable, proven sales producers.

        o    Diversified our targeted end user profile.

        o    Increased our general ESCO client base.

        o    Accelerated our plan to acquire strategically located complementary
             companies.

        o    We have expanded our subcontracting capabilities  role for the ESCO
             community and increased the diversity of negotiated projects.

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

        In October 2000, TechLite changed its fiscal year-end from January 31 to
December 31. Accordingly,  the following  information  compares the twelve-month
fiscal year that ended January 31, 2000, with an  eleven-month  fiscal year that
ended December 31, 2000. The following table presents, as a percentage of sales,
certain  selected  financial data for each of the two fiscal years ended January
31, 2000 and December 31, 2000:

                                                        Year Ended
                                                   1-31          12-31
                                                   2000          2000
        --------------------------------------------------------------

        Sales                                      100%          100%
        Cost of sales                               83%           81%
                                                   ----          ----
        Gross margin                                17%           19%

        Selling, general and
               administrative expenses              79%          227%

        Net income (loss) before taxes             (59)%        (201)%

                                       16

<PAGE>


        Sales.
        -----

        Sales of $2,625,750 for the fiscal year that ended 1-31-00 (1st FY 2000)
decreased by  $1,622,191,  or 62 percent from sales of $1,003,559 for the fiscal
year that ended 12-31-00 (2nd FY 2000). See above discussion.

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

        Gross  margin  of  $455,058, or  17 percent  of  sales  in 1st  FY 2000,
decreased to $190,773,  or 19 percent of sales, for 2nd FY 2000.

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

        Selling,  general and administrative  expenses increased from $2,065,936
in 1st FY 2000, to  $2,281,848,  an increase of $215,912 or 10 percent in 2nd FY
2000. This increase is attributable to $250,000 resulting from an expired option
expense that had been  previously  capitalized  and a note receivable of $55,000
determined to be not collectable during the 2nd FY 2000.

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

        A net  loss  before  taxes of  $1,543,791  in 1st FY 2000  increased  to
$2,013,245, an increase of 30 percent, in 2nd FY 2000. This increase in loss was
attributable primarily to lower sales volume.

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

        Significant  changes in several balance sheet items occurred from fiscal
1999 to fiscal 2000, in particular the following:

        o    A  cash  position of $126,189  for  fiscal year ending  January 31,
                ----
             2000  decreased  to a cash  position  of $67 for fiscal year ending
             December 31, 2000,

        o    contracts receivable of $264,534 for fiscal year ending January 31,
             --------------------
             2000 decreased to $76,935 for fiscal year ending December 31, 2000,

        o    other receivable of $73,072 for fiscal year ending January 31, 2000
             ----------------
             decreased  to $3,894 for fiscal year ending December 31, 2000,

        o    inventory of $189,949 for year ending January 31, 2000 decreased to
             ---------
             $35,894 for fiscal year ending December 31, 2000,

        o    other assets of $345,862 for year ending January 31, 2000 decreased
             ------------
             to $301 for fiscal year ending December 31, 2000,

        o    the billings in excess liability of $213,033 for fiscal year ending
                 ------------------
             January 31, 2000  changed to an  asset  of $7,840 for  fiscal  year
             ending December 31, 2000,

                                       17

<PAGE>


        o    the backlog of business decreased from $403,267 at January 31, 2000
                 -------------------
             to $27,454 at January 31, 2000,

        o    the retained  deficit  increased  from  $3,345,958  for fiscal year
                 -----------------
             ending  January 31, 2000 to $5,359,203 for year ending December 31,
             2000.

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

        TechLite had negative  cash flow from  operations  of $756,335 in 1st FY
2000 and  $1,265,106 in 2nd FY 2000.  The principal  components of 2nd FY 2000's
negative cash flow were a net loss from operations of $2,013,245,  a decrease of
$220,873  in billings  related to costs and  estimated  earnings on  uncompleted
contracts,  an  increase  in  accounts  payable of  $59,097,  and an increase of
$56,347, in accrued  liabilities.  This drain on liquidity and capital resources
was covered by net borrowings of $257,056 and sale of stock of $891,142.

ITEM 7. FINANCIAL STATEMENTS

                                       18
<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, 2000 and January 31, 2000, and the related statements of income,  statements
of changes in  stockholders'  equity,  and cash flows for the periods  (Note 13)
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  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, 2000 and January 31, 2000,  and the results of its  operations  and its cash
flows  for  the  periods  then  ended  in  conformity  with  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 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 12 to the  financial  statements.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ Causon & Westhoff

CAUSON & WESTHOFF

Tulsa, Oklahoma
April 11, 2001


                                       19

<PAGE>

                                 TECHLITE, INC.

                                 BALANCE SHEETS

                     DECEMBER 31, 2000 AND JANUARY 31, 2000


                                     ASSETS
                                     ------


<TABLE>

<CAPTION>
                                                DEC 2000          JAN 2000
                                               ---------        ----------
<S>                                           <C>               <C>
CASH                                          $       67        $  126,189

ACCOUNTS RECEIVABLE
     Contract receivables                         76,935           264,534
     Other receivables                             3,287            73,072

INVENTORY, At Cost                                35,894           189,949

COSTS IN EXCESS OF BILLINGS AND
ESTIMATED EARNINGS ON
UNCOMPLETED CONTRACTS                              7,840

PROPERTY AND EQUIPMENT, At Cost
     Equipment                                   205,370           196,314
     Furniture and fixtures                       33,637            32,490
     Building and land                           400,000           400,000
     Leasehold improvements                       73,394            68,020
     Autos and trucks                            197,607           216,770
                                                 -------        ----------
                                                 910,008           913,594
     Less accumulated depreciation               334,019           250,251
                                                 -------        ----------
                                                 575,989           663,343
                                                 -------        ----------

OTHER ASSETS                                         301           345,862
                                                 -------        ----------

               Total Assets                   $  700,313        $1,662,949
                                               =========        ==========

</TABLE>

                       See Notes to Financial Statements

                                       20
<PAGE>


                                 TECHLITE, INC.

                                 BALANCE SHEETS

                     DECEMBER 31, 2000 AND JANUARY 31, 2000


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

<TABLE>

<CAPTION>
                                                     DEC 2000        JAN 2000
                                                    ----------     ----------
<S>                                                <C>            <C>
LIABILITIES
     Accounts payable                               $  748,680     $  689,583
     Accrued wages                                      79,645         35,831
     Payroll and sales tax payable                     369,425        314,450
     Billings in excess of costs and estimated
          earnings on uncompleted contracts                           213,033
     Notes payable and accrued interest              2,590,121      2,312,725
     Other liabilities                                                 62,782
                                                    ----------     ----------
          Total Liabilities                          3,787,871      3,628,404
                                                    ----------     ----------





STOCKHOLDERS' EQUITY
     Preferred stock, $.001 par value; 10,000,000
           authorized shares;  none issued
     Common stock, $ .001 par value; 40,000,000
           authorized shares; 3,364,311 and
           2,454,347 issued and outstanding
           at December 31, 2000 and
           January 31, 2000, respectively                3,364          2,455
     Additional paid-in capital                      2,268,281      1,378,048
     Retained earnings (deficit)                    (5,359,203)    (3,345,958)
                                                    ----------     ----------
          Total Stockholders' Equity                (3,087,558)    (1,965,455)
                                                    ----------     ----------


          Total Liabilities & Stockholders' Equity  $  700,313     $1,662,949
                                                    ==========     ==========

</TABLE>

                       See Notes to Financial Statements

                                       21


<PAGE>


                                 TECHLITE, INC.

                              STATEMENTS OF INCOME

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000

<TABLE>

<CAPTION>

                                                 DEC 2000           JAN 2000
                                               ------------       ------------

<S>                                            <C>                <C>
CONTRACT REVENUES EARNED                       $ 1,003,559        $ 2,625,750

COST OF REVENUES EARNED                            812,786          2,170,692
                                               ------------       ------------

GROSS PROFIT                                       190,773            455,058

GENERAL AND ADMINISTRATIVE
     EXPENSES                                    2,281,848          2,065,936
                                               ------------       ------------

INCOME (LOSS) FROM OPERATIONS                   (2,091,075)        (1,610,878)

OTHER INCOME                                        77,830             67,087
                                               ------------       -------------

INCOME (LOSS) BEFORE TAXES                      (2,013,245)        (1,543,791)
                                               ------------       -------------

PROVISION FOR INCOME TAXES

NET INCOME (LOSS)                              $ (2,013,245)      $ (1,543,791)
                                               =============      =============


NET INCOME (LOSS) PER SHARE                    $       (.60)      $       (.63)
                                               =============      =============
</TABLE>

                       See Notes to Financial Statements

                                       22


<PAGE>


                                 TECHLITE, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000


<TABLE>

<CAPTION>
                                         Additional
                               Common     Paid-in      Retained
                               Stock      Capital      Earnings         Total
                             -------    -----------   ------------  ------------

<S>                          <C>        <C>           <C>           <C>
BALANCE, JANUARY 31, 1999    $ 2,455    $ 1,378,048   $(1,802,167)  $  (421,664)

NET INCOME (LOSS)                                      (1,543,791)   (1,543,791)

SALE OF STOCK
                             -------    -----------   ------------  ------------

BALANCE, JANUARY 31, 2000      2,455      1,378,048    (3,345,958)   (1,965,455)

NET INCOME (LOSS)                                      (2,013,245)   (2,013,245)

SALE OF STOCK                    909        890,233                     891,142
                             -------    -----------   ------------  ------------

BALANCE, DECEMBER 31, 2000   $ 3,364    $ 2,268,281   $(5,359,203)  $(3,087,558)
                             =======    ===========   ============  ============
</TABLE>


                       See Notes to Financial Statements

                                       23

<PAGE>


                                 TECHLITE, INC.

                            STATEMENTS OF CASH FLOWS

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000



CASH FLOWS FROM OPERATING ACTIVITIES:                 DEC 2000        JAN 2000
                                                    -------------  -------------
     Net income (loss)                              $ (2,013,245)  $ (1,543,791)
     Adjustments to reconcile net income to net
       cash provided by operating activities:
     Depreciation and amortization                        98,047        105,218
     Loss on sale of fixed assets                          1,828
     Decrease (increase) in contract receivables         257,384        494,216
     Decrease (increase) in inventory                    154,055       (148,764)
     Decrease (increase) in other assets/receivables     342,254       (342,254)
     Net increase (decrease) in billings related
          to costs and estimated earnings on
          uncompleted contracts                         (220,873)       116,696
     Increase (decrease) in accounts payable              59,097        309,040
     Increase (decrease) in other accrued
          liabilities                                     56,347        253,304
                                                     ------------  -------------
          Net cash used in operating activities       (1,265,106)      (756,335)
                                                     ------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of fixed assets                      900
     Acquisition of equipment                            (10,114)       (83,449)
                                                     ------------  -------------
          Net cash used in investing activities           (9,214)       (83,449)
                                                     ------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principle payments on notes payable              (2,471,968)    (3,752,634)
     New borrowings                                    2,729,024      4,699,200
     Sale of stock                                       891,142
                                                     ------------  -------------
          Net cash provided by financing activities    1,148,198        946,566
                                                     ------------  -------------

NET INCREASE IN CASH AND
CASH EQUIVALENTS                                        (126,122)       106,782

CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR                                        126,189         19,407
                                                     ------------  -------------

CASH AND CASH EQUIVALENTS AT
END OF YEAR                                          $        67   $    126,189
                                                     ============  =============


                       See Notes to Financial Statements

                                       24
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000




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 inherent  uncertainties of the
bidding and negotiation 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. 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.

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.


                                       25
<PAGE>
                                 TECHLITE, INC.

                         NOTES TO FINANCIAL STATEMENTS

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000

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

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

        The  preparation  of financial  statements in conformity  with 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 bases 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.


NOTE 2:     CONTRACT RECEIVABLES

Contract receivables consist of:

<TABLE>

<CAPTION>
                                                   DEC 2000          JAN 2000
                                                   --------         ---------
   Billed
<S>                                                <C>                      <C>
        Completed contracts                        $ 76,935          $
        Contracts in progress                                         264,534
                                                   --------          --------
                                                   $ 76,935          $264,534
                                                   ========          ========
</TABLE>

                                       26

<PAGE>
                                 TECHLITE, INC.

                         NOTES TO FINANCIAL STATEMENTS

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000


NOTE 3:     COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs,  estimated earnings, and billings on uncompleted contracts are summarized
as follows:
<TABLE>

<CAPTION>
                                                       DEC 2000     JAN 2000
                                                      ----------  -----------

<S>                                                    <C>        <C>
   Costs incurred on uncompleted contracts             $   6,664  $ 1,314,259
   Estimated earnings                                      1,176      405,623
                                                       ---------  -----------
                                                           7,840    1,719,882
   Billings to date                                                 1,932,915
                                                       ---------  -----------

                                                       $   7,840  $  (213,033)
                                                       =========  ===========


   Included in the accompanying balance sheet under
   the following captions:
       Billings in excess of costs and estimated
           earnings on uncompleted contracts                      $  213,033
                                                                  ==========
       Costs in excess of billings and estimated
           earnings on uncompleted contracts           $   7,840
                                                       =========
</TABLE>


NOTE 4:     NOTES PAYABLE
<TABLE>

<CAPTION>
                                                       DEC 2000    JAN 2000
                                                       ---------  ----------
<S>                                                   <C>          <C>
   Unsecured notes payable, due on demand, at 8%
      to 10%                                           $ 187,111   $  67,072
   Notes payable to banks, collateralized by
      equipment, due in monthly installments
      plus interest through September 2002,
      at 8.25% to 12%                                     56,010      92,360
   Unsecured line of credit, at 19.5%                     30,946      38,778
   Line of credit, secured by factored accounts
      receivable, accounts receivable, contracts
      receivable, inventory and fixed assets, due
      June 2001 and December 2001, at 12%              1,051,950     986,403
   Note payable, collateralized by 750,692 shares
      of Company stock owned by two officers and
      additional real estate owned by one officer,
      due March 2001, at 10.5%                           250,830     250,830

                                       27
<PAGE>
                                 TECHLITE, INC.

                         NOTES TO FINANCIAL STATEMENTS

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000

NOTE 4:     NOTES PAYABLE  (Continued)

   Note payable, collateralized by contracts
      receivable and accounts receivable, due
      March 2001, at 10.5%                                50,135      50,135
   Note payable, collateralized by accounts
      receivable, due in monthly installments
      plus interest through March 2003, at 11%            19,880
   Unsecured notes payable to company officers,
      due March 2001, at 8%                              107,565
   Note payable, collateralized by 8300 shares
      of Emerson Electric stock owned by a
      Company shareholder, due September 2001,
      at 10.5%                                           395,100     395,100
   Notes payable, building and land, due in
      monthly installments plus interest through
      October 2013, at 9%                                372,716     384,509
                                                      ----------   ---------
                                                       2,522,243   2,265,187
   Accrued interest                                       67,878      47,538
                                                      ----------   ---------

                                                      $2,590,121   $2,312,725
                                                      ==========   ==========
</TABLE>

Interest  expense  incurred during the eleven months ended December 31, 2000, is
$296,993.  Interest  actually paid during the eleven  months ended  December 31,
2000 is $268,563.

Aggregate annual maturities of debt at December 31, 2000, are:

               2001                                           $2,127,996
               2002                                               48,876
               2003                                               25,116
               2004                                               20,918
               2005                                               22,909
               Thereafter                                        276,428
                                                              ----------
                                                              $2,522,243
                                                              ==========
                                       28
<PAGE>
                                 TECHLITE, INC.

                         NOTES TO FINANCIAL STATEMENTS

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000


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 2000       JAN 2000
                                                  ---------       ---------

<S>                                               <C>             <C>
   Buildings                                      $  45,000       $  26,667
   Vehicles                                         130,066         104,484
   Equipment                                        122,320          92,549
   Furniture                                         17,338          13,749
   Leasehold improvements                            19,295          12,802
                                                  ---------       ---------

                                                  $ 334,019       $ 250,251
                                                  =========       =========

</TABLE>

NOTE 6:     INCOME TAXES AND DEFERRED INCOME TAXES

      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.

      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 2000        JAN 2000
                                                    ----------      ----------

<S>                                                <C>             <C>
   Computed at the statutory rate of 34%            $ (684,503)     $ (524,889)
   Increase in tax resulting from:
        Net operating loss carryforward                684,503         524,889
                                                    ----------      ----------

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

                                       29
<PAGE>

                                 TECHLITE, INC.

                         NOTES TO FINANCIAL STATEMENTS

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000


NOTE 7:     BACKLOG

      The following  schedule  summarizes changes in backlog on contracts during
the eleven  months  ended  December  31, 2000 and year ended  January 31,  2000.
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 2000       JAN 2000
                                                     ---------      ----------

<S>                                                  <C>            <C>
   Backlog, beginning of year                        $ 403,267      $1,686,995
   New contracts during the year                       793,129       1,342,022
   Contract adjustments                               (165,383)
                                                     ---------       ---------
                                                     1,031,013       3,029,017
   Less contract revenues earned during the year     1,003,559       2,625,750
                                                     ---------       ---------

   Backlog, end of year                              $  27,454       $ 403,267
                                                     =========       =========

</TABLE>


NOTE 8:     SIGNIFICANT ESTIMATES AND CONCENTRATIONS

        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, 2000 and January 31, 2000, the Company recorded $301 and
$345,862,  respectively,  as other assets. Other assets include costs associated
with producing a sales video which is amortized  over 4 years,  $301 and $3,608,
at December 31, 2000 and January 31,  2000,  respectively.  Additionally,  other
assets at January 31, 2000 also  include  $90,688 as  receivable  from a vendor,
$1,566 of prepaid  expenses  and  $250,000 as a purchase  option  contract.  The
$250,000 was forfeited by the Company in February 2000 when the purchase  option
contract expired.

                                       30
<PAGE>
                                 TECHLITE, INC.

                         NOTES TO FINANCIAL STATEMENTS

              ELEVEN MONTHS ENDED DECEMBER 31, 2000 AND YEAR ENDED
                                JANUARY 31, 2000


NOTE 10:    PENDING ACQUISITIONS

        TechLite,  Inc.  has entered  into an  agreement  to purchase all of the
capital stock of Sun & Sun Industries, Huntington Beach, California for cash and
shares of TechLite,  Inc. common stock. Sun & Sun Industries provides design and
installation of energy-efficient  and EPA-compliant  lighting systems for ESCO's
(Energy  Service  Companies)  and power  utility  customers  in the  commercial,
retail, education,  hospital,  municipal and federal markets. As of December 31,
2000, the execution of the purchase agreement is pending.


NOTE 11:    CONTINGENCIES

        The Company is a defendant  in, and is  threatened  with,  various legal
proceedings  with respect to certain  vendor  creditors.  The  Internal  Revenue
Service has also filed a federal tax lien with respect to unpaid  payroll taxes.
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 12:    GOING CONCERN

        Management  is  continuing  to  develop  a  national   presence  through
strategic  alliances,  partnerships  or the roll-up of companies with structures
and marketing  philosophies that compliment those of TechLite,  Inc.  Management
believes  this  would  provide  TechLite,  Inc.  and its  affiliates  a national
presence  through  which  customers  would  be  effectively  served  beyond  the
geographic  reach of any individual  affiliate.  Management is working to secure
the capital necessary to facilitate the acquisition of companies  congruent with
these  objectives.  Management  is also  working to secure  capital to repay the
Company's existing debt obligations and adequately  capitalize the Company so it
may  continue  to compete  for  lighting  and  retrofit  projects as they become
available.


NOTE 13:    CHANGE IN FINANCIAL REPORTING YEAR

        The  Board of  Directors  changed  the  Company's  fiscal  year end from
January 31 to December  31. These  financial  statements  have been  prepared to
reflect the Company's financial  activities for the eleven month period February
1, 2000 to December 31, 2000 and the year February 1, 1999 to January 31, 2000.

                                       31
<PAGE>

ITEM 8. CHANGES  IN  AND  DISAGREEMENTS   WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE

        On October  22, 1999 the  Company's  principal  independent  accountant,
Hogan & Slovacek  of  Oklahoma  City,  Oklahoma,  resigned.  Its  reports on the
Company's  financial  statements  from  inception  onward  contained  no adverse
opinions or  disclaimers  or opinions and were not  modified as to  uncertainty,
audit scope or accounting  principles.  There were no disagreements with Hogan &
Slovacek,  whether or not resolved,  on any matter of  accounting  principles or
practices,  financial  statement  disclosure,  or auditing  scope or  procedure,
which, if not resolved to Hogan & Slovacek's satisfaction,  would have caused it
to make reference to the subject matter of the  disagreements in connection with
its reports.

        On October  22,  1999 the  Company  engaged  new  principal  independent
accountants,  Causon & Westhoff,  Certified Public Accountants,  P.C., of Tulsa,
Oklahoma, to audit the Company's financial statements.

        The change in the Company's  certifying  accountants  was made solely in
connection  with the change of the  Company's  principal  place of business from
Oklahoma City, Oklahoma to Tulsa, Oklahoma. The engagement of the new accounting
firm was made by the officers of the Company  without the prior  approval of the
board of directors or any committee of the board of directors, but a majority of
the directors  advised the officers that the engagement would be approved at the
next board meeting, and it was so approved.

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, 61                     Chief Executive Officer,   1992        2001
                                       President and Director

C. O. Sage, 67                         Executive Vice President,  1992        2001
                                       Chief Operating Officer,
                                       and Director

General Gerald Hahn, USAF (Ret.), 62   Chairman of the Board of   1997        2001
                                       Directors

Carol E. Sage, 63                      Secretary                  1994        2001

Mark D. Galvin, 47                     Vice President             1993        2001

</TABLE>



        J. D.  "Jim"  Arvidson.  Mr.  Arvidson  has  33 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.

                                       32

        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.

        General  Gerald  Hahn.  General  Hahn retired from the U.S. Air Force in
        ---------------------
1994 after a 32-year career,  during which he developed expertise in the area of
logistics and  financial  management.  From 1994 until the present,  he has been
employed as president of Hahn  Consulting and acts as an independent  consultant
to the management of companies.

        Carol E. Sage.  Ms.  Sage's  early  professional  experience  was as the
        -------------
office manager for W-W Feeders, a cattle feeding business. Then, she managed for
ten years the audit department of the Office of the State Treasurer of Oklahoma.
Prior to joining the company,  she served as a legal  secretary  from 1988 until
1994 in the law firm of  Paula  Sage,  attorney.  In 1994  she  joined  TechLite
Applied  Sciences as its Secretary and as a bookkeeper.  She is the spouse of C.
O. Sage, a director, executive vice president, and chief operating officer.

        Mark D. Galvin.  Mr. Galvin received a Master of Business Administration
        --------------
degree from Oklahoma State University  in 1994.  He is the  co-developer  of the
company's  software which automated the presentation materials  of its  lighting
survey functions.  He served as the  manager for  several  of  TechLite's  major
installation projects.

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 $198,938 of
compensation in the last fiscal year for their services in all capacities.

        No executive  officer of the company has received total  compensation in
any of the last three years that  exceeds  $100,000.  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:

<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>
2000    $95,000    0  0             50,000 shares  0             0              0
                                    valued at
                                    $2,500

1999    $95,000    0  0             0              0             0              0
1998    $66,052    0  0             0              0             0              0

</TABLE>

                                       33
<PAGE>

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

        TechLite has no employment contracts with any employees.

        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  February  1, 2001 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                    578,400                   17.2
9316 North 147th East Avenue
Owasso, OK  74136

C.O. Sage                        247,292(1)                 7.4
7902 South 70th East Place
Tulsa, OK  74113

Gen. Gerald Hahn                   1,000                     (2)
3744 South Niagara Way
Denver, CO  80237-1248

Carol E. Sage                    247,292(1)                 7.4
7902 West 70th East Place
Tulsa, OK  74133

Mark D. Galvin                    74,097                    2.2
5412 Harvard
Bartlesville, OK  74006

Officers and Directors as a
group (5 persons)                 900,789                  26.8
</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 247,292 shares in
        the aggregate.

                                       34
<PAGE>

(2)     Less than one percent.


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.

        During the fiscal year that ended January 31, 2000, Mr. Sage also loaned
$99,529 to the company.

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.*


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

(b)     Reports on Form 8-K

        A Form 8-K, Current Report,  dated October 31, 2000, reporting events of
October 30, 2000, was filed October 31, 2000.

        Items reported:

               Item 8.  Change in Fiscal Year.

                                       35
<PAGE>


                      On October 30, 2000,  TechLite,  Inc. determined to change
                      its fiscal year end from January 31 - the date used in its
                      most recent filings with the Commission - to December 31.

                      TechLite,   Inc.'s   Form   10-QSB   for   the   shortened
                      transitional  period  ended on  September  30, 2000 is the
                      report that covers the transition period.


                                       36
<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, 2001                    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, 2001                    By /s/ C.O. Sage
                                              ----------------------------------
                                              C.O. Sage, Chief Operating Officer
                                                    and Director



   Date:  April 14, 2001                    By /s/ J.D. Arvidson
                                              ----------------------------------
                                              J.D. Arvidson, Chief Executive
                                                   Officer and Director



   Date:  April14, 2001                     By /s/ Gerald Hahn
                                              ----------------------------------
                                              Gerald Hahn, Director



   Date:  April 14, 2001                    By /s/ Mark D. Galvin
                                              ----------------------------------
                                              Mark D. Galvin, Vice President



   Date:  April 14, 2001                    By /s/ Carol E. Sage
                                              ----------------------------------
                                              Carol E. Sage, Secretary