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, 2004

                                       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:  $1,471,111.

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

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 18,016,959 shares of Common
Stock, $0.001 par value, as of December 31, 2005.

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

Item 2.  Properties .......................................................   12

         Facilities .......................................................   12

Item 3.  Legal Proceedings ................................................   12

Item 4.  Submission of Matters to a Vote of Security Holders ..............   13

Item 5.  Market for Common Equity and Related Stockholder Matters .........   13

Item 6.  Management's Discussion and Analysis .............................   16

         Background .......................................................   15
         Results of Operations ............................................   17
         Sales ............................................................   17
         Gross Margin .....................................................   17
         Selling, General and Administrative Expenses .....................   17
         Net Income (Loss) Before Taxes ...................................   17
         Balance Sheet Items ..............................................   18
         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 .........................................   33

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act ................   33

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

Item 14.  Controls and Procedures .........................................   37

Signatures ............................................................... 38-42



















                                     - 4 -
<PAGE>

ITEM 1.           DESCRIPTION OF BUSINESS

         BUSINESS DEVELOPMENT

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

         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 increase its business in the
expanding  energy-efficient  lighting-retrofit and energy-services  industry. We
will do this primarily  through the development of regional  offices and through
acquisitions of comparable and  strategically  placed companies now operating in
our  industry.  One of our goals is to  provide  a  national  footprint  for our
products and services.

                       DESCRIPTION OF TECHLITE'S BUSINESS


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

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

         Important  Fact:  Lighting is one of the largest  hidden  costs 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
----------------------------

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

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

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


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

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

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




                                     - 6 -
<PAGE>

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


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

         Energy efficient  lighting is not a program about spending money, it is
a program  about  saving  money.  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 seven major events.

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

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

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




                                     - 7 -
<PAGE>

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

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

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

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

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

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

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

         The U.S.  Government has a Congressional  mandate to reduce  electrical
consumption in all government owned and operated facilities by 30 percent by the
year 2005. ESCOs 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
primarily utilize  subcontracted  service providers to perform the installation,
so they must look for qualified and dependable subcontractors.

         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.



                                     - 8 -
<PAGE>

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 nationwide  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
subcontractors in their local areas.

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

         TechLite offers private  businesses,  schools,  government entities and
ESCOs a complete, one-stop, turnkey Energy Efficient Lighting Upgrade Package.

         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 at 75 cents per square
     foot. Total upgrade investment = $262,500.
o    Net  energy  savings  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.



                                     - 9 -
<PAGE>

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

         Our marketing  efforts target work as a subcontractor for ESCOs as well
as negotiated lighting projects directly with end-users.

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

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

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

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

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

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




                                     - 10 -
<PAGE>

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

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

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

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.

         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.

         As of March 15, 2002,  TechLite's South Central U.S. prospects that are
either at construction, energy audit, or contract-ready stage total in excess of
$15  million.  No assurance  can be given that the $15 million of prospects  not
under contract will result in contracts.

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.



                                     - 11 -
<PAGE>

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

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

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

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

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

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

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

         On March 31, 2005, TechLite employed 5 persons full time.

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

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

ITEM     2.       PROPERTIES

Properties

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

Facilities

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


ITEM     3.       LEGAL PROCEEDINGS

         Spirit Bank vs. TechLite, Inc., et al, 04/12/2005,  CJ20051243,  in the
alleged amount of $1,051,713.00.

         North American  Gaming and  Enetertainment  Corporation  vs.  TechLite,
Inc., et al, 2004; judgement balance approximately $40,000.00.

         Kris-Davis Company vs. TechLite, Inc., 2000; judgement balance $51,561.



                                     - 12 -
<PAGE>

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

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

         None

ITEM     5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

                                    High             Low
                                    ----             ---
         2003:
                  1st Qtr.          0.15             0.1
                  2nd Qtr.          0.1              0.1
                  3rd Qtr.          0.12             0.07
                  4th Qtr.          0.35             0.12

         2004:
                  1st Qtr.          0.4              0.26
                  2nd Qtr.          0.26             0.07
                  3rd Qtr.          0.88             0.15
                  4th Qtr.          0.65             0.09

Holders.  Based on information  provided by our transfer agent,  the Company had
619 shareholders of record of its common stock on December 31, 2004.

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

         Recent Sales of Unregistered Securities. During 2003 and 2004, TechLite
sold the following  shares of Common Stock to investors in offerings exempt from
registration   pursuant  to  the  provisions  of  Regulation  D,  Rule  506.  No
underwriter or broker-dealer  was used. The shares were all sold for cash or for
services  rendered.  Each of the purchasers was personally  known to the company
and  its  directors  prior  to the  offer  made  by the  Company  to  sell  such
securities.




                                     - 13 -
<PAGE>
<TABLE>
<CAPTION>

----------- ----------------------------- ------------------ -------------------------------------------------
Date        Name of Purchaser                No. of Shares   Consideration (Cash unless otherwise indicated)
----------- ----------------------------- ------------------ -------------------------------------------------
<C>         <C>                           <C>                <C>
12-03-03    Marjorie J. Cole                         75,000  $7,500(6)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Bill Conner                              15,000  valued @.10 per share or $1,500(1)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Civilla Ball                             17,157  valued @.10 per share or $1,715.70(3)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    John E. Cantrell                        830,000  valued @.30 per share or $249,000(4)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    John Linehan                             60,000  valued @.10 per share or $6,000(9)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    W.R. Kelley                             100,000  valued @.10 per share or $10,000(4)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Lee Arehart                               5,000  valued @.10 per share or $500(8)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Carl Turnbow Trust                       10,000  valued @.10 per share or $1,000(1)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Greg Wanless                             40,000  valued @.10 per share or $4,000(8)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Ross Aycock                              10,000  valued @.10 per share or $1,000(8)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Jimmy Zarlenga                           10,000  valued @.10 per share or $1,000(8)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Frank Swayze                              5,000  valued @.10 per share or $500(8)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Gary Crews                               20,000  valued @.10 per share or $2,000(3)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Pat Walters                              75,000  valued @.10 per share or $7,500(3)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Alyssa E. Conway                         10,000  valued @.10 per share or $1,000(8)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Carletta Trimble                         10,000  valued @.10 per share or $1,000(8)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Tracy Arvidson                           20,000  valued @.10 per share or $2,000(8)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    Todd Arvidson                            20,000  valued @.10 per share or $2,000(1)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    The Backwoods Trust                     266,666  valued @.10 per share or $26,667(1)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    The Flex Trust                          266,666  valued @.10 per share or $26,667(1)
----------- ----------------------------- ------------------ -------------------------------------------------
12-03-03    The Travis Trust                        266,666  valued @.10 per share or $26,667(1)
----------- ----------------------------- ------------------ -------------------------------------------------
01-01-04    Gary Bryant                             200,000  valued @.20 per share or $40,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
01-01-04    George Cole                             200,000  valued @.20 per share or $40,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
01-01-04    Thomas Kenan                            100,000  valued @.20 per share or $20,000(3)
----------- ----------------------------- ------------------ -------------------------------------------------
04-11-04    George Cole                              40,000  valued @.25 per share or $10,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
04-11-04    North American Gaming Corp              110,000  valued @.25 per share or $27,500(6)
----------- ----------------------------- ------------------ -------------------------------------------------
04-11-04    Skeen Family Trust                       10,000  valued @.25 per share or $2,500(6)
----------- ----------------------------- ------------------ -------------------------------------------------
04-11-04    Albert Wlech                             50,000  valued @.25 per share or $12,500(6)
----------- ----------------------------- ------------------ -------------------------------------------------
04-11-04    Robert Swatek                            50,000  valued @.25 per share or $12,500(6)
----------- ----------------------------- ------------------ -------------------------------------------------
04-11-04    Lee Arehart                               5,000  valued @.25 per share or $1,250(8)
----------- ----------------------------- ------------------ -------------------------------------------------
04-11-04    Jimmy Hunter                              5,000  valued @.25 per share or $1,250(8)
----------- ----------------------------- ------------------ -------------------------------------------------
04-11-04    Kimberly Light                           30,000  valued @.25 per share or $7,500(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Rod Frates                              520,000  valued @.25 per share or $130,000(3)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Earl Slick                            1,000,000  valued @.25 per share or $250,000(3)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    George Cole                              80,000  valued @.25 per share or $20,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    George Cole                              60,000  valued @.25 per share or $15,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    George Cole                              30,000  valued @.25 per share or $7,500(5)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Larry Jordan                             20,000  valued @.25 per share or $5,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Albert Welsh                             50,000  valued @.25 per share or $12,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Carol Welsh                             100,000  valued @.25 per share or $25,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Gary Bryant                             100,000  valued @.25 per share or $25,000(3)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Gary Bryant                              27,000  valued @.25 per share or $6,750(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    C.O. Sage                                41,490  valued @.60 per share or $24,894(3)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Catherine Sage                           93,393  valued @.60 per share or $56,035.80(3)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Carol Sage                               35,833  valued @.60 per share or $21,499.80(7)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Carol Sage                                8,333  valued @.60 per share or $4,999.80(7)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Bruce Cosgrove                          125,000  valued @.25 per share or $31,250(4)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Baker Consulting, LLC                   125,000  valued @.25 per share or $31,250(4)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    George Matin                            125,000  valued @.25 per share or $31,250(4)
----------- ----------------------------- ------------------ -------------------------------------------------


                                     - 14 -
<PAGE>

----------- ----------------------------- ------------------ -------------------------------------------------
10-22-04    Phil Baker                              600,000  valued @.10 per share or $60,000(4)
----------- ----------------------------- ------------------ -------------------------------------------------
10-22-04    George Matin                            600,000  valued @.10 per share or $60,000(4)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Joseph A Frates TTEE                  1,000,000  valued @.25 per share or $250,000(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Joseph A Frates TTEE                    176,710  valued @1.00 per share or $176,710(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    Joseph A Frates TTEE                     23,290  valued @.25 per share or $5,822.50(6)
----------- ----------------------------- ------------------ -------------------------------------------------
10-15-04    W.R. Kelley                              50,000  valued @.10 per share or $5,000(3)
----------- ----------------------------- ------------------ -------------------------------------------------
11-15-04    Jim Arvidson                             50,000  valued @.10 per share or $5,000(3)
----------- ----------------------------- ------------------ -------------------------------------------------
11-15-04    Jack Morgan                               6,000  valued @.10 per share or $600(3)
----------- ----------------------------- ------------------ -------------------------------------------------
11-15-04    L.B. Bowman                              50,000  valued @.10 per share or $5,000(3)
----------- ----------------------------- ------------------ -------------------------------------------------
11-15-04    Lee Arehart                               5,000  valued @.10 per share or $500(8)
----------- ----------------------------- ------------------ -------------------------------------------------
11-15-04    Jimmy Hunter                             10,000  valued @.10 per share or $1,000(8)
----------- ----------------------------- ------------------ -------------------------------------------------
11-15-04    Paul Hollrah                             35,000  valued @.25 per share or $8,750(6)
----------- ----------------------------- ------------------ -------------------------------------------------
11-16-04    Tulsa Equipment Sales                   150,000  valued @.10 per share or $15,000(4)
----------- ----------------------------- ------------------ -------------------------------------------------
12-29-04    William Probst                          200,000  valued @.10 per share or $200(2)
----------- ----------------------------- ------------------ -------------------------------------------------
12-29-04    Paul Hollrah                             25,000  valued @.25 per share or $6,250(6)
----------- ----------------------------- ------------------ -------------------------------------------------
12-29-04    Tulsa Equipment Sales                   500,000  valued @.10 per share or $50,000(4)
----------- ----------------------------- ------------------ -------------------------------------------------
12-29-04    Ron Brewer                              500,000  valued @.10 per share or $50,000(4)
----------- ----------------------------- ------------------ -------------------------------------------------
12-29-04    Rick Coody                              500,000  valued @.10 per share or $50,000(4)
----------- ----------------------------- ------------------ -------------------------------------------------
</TABLE>

---------------------------

(1)      Services for arranging financing.

(2)      Future acquisitions.

(3)      Reduction in note/account payable.

(4)      Consulting services for liaison/special projects.

(5)      Finders fee.

(6)      Stock sale.

(7)      Payable for old wages.

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

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


ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS

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

                 TechLite Report Regarding 2004 - 2005 Business
                 ----------------------------------------------

Historically  many sizable  construction  and/or energy upgrade projects require
Performance  Bonds. In recent years TechLite has been able to obtain bonding for
such jobs. In 2004 TechLite early sales totaled appropriately $3,103,576.00.




                                     - 15 -
<PAGE>

Due to issues  within  the  Re-Insurance  Industry  `Performance  Bonds'  became
increasingly  difficult or  impossible to obtain.  TechLite has several  million
dollars worth of projects in the sales pipeline that require  Performance Bonds.
However,  TechLite has temporally  backed off of its immediate  sales efforts to
acquire the  necessary  Capital and  increased  assets to upgrade its  financial
position and ability to obtain Performance Bonds for those pending projects.

Without  question the  lingering  negative  financial  fallout from the TechLite
Florida situation has been a hindrance in efforts to achieve company objectives.
However,  upon  completion of steps  already in progress,  TechLite will be in a
positive position (near term) to accomplish the following:

     o    Strengthen its balance sheet.
     o    Enhance its ability to obtain  Performance  Bonding for government and
          school Energy Upgrade projects.
     o    Provide  sufficient  capital to expand  sales,  acquire  material  and
          expedite installation.
     o    Increase Gross revenue and profit.
     o    Increase the valve of the company.

With  increasing  Energy  costs  TechLite is in the right  business at the right
time.  However,  the items listed above must be completed in order to capitalize
on the expanded business  opportunities  that are available to us. By completing
the steps listed above  TechLite will achieve a positive  position and therefore
create a solid company base and stabilize the company'

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

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

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

         Based on these  facts,  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.

         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
contributed  to the poor  sales  performance  by  TechLite  in the  first  three
quarters of 2000. In the last quarter of 2000 and in 2001, 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:



                                     - 16 -
<PAGE>

     o    Restructured sales force with reliable, proven sales producers.

     o    Diversified targeted end user profile.

     o    Developed new marketing alliances.

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

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

         The  following  table  presents,  as a  percentage  of  sales,  certain
selected financial data for each of the two fiscal years ended December 31, 2004
and December 31, 2003:

                                                Year Ended December 31
                                                   2004          2003
-----------------------------------------------------------------------
Sales                                                 100%          100%
Cost of sales                                          89%           75%
                                                ---------     ---------
Gross margin                                           11%           25%

Selling, general and
     administrative expenses                         1048%           41%

Net income (loss) before taxes                       (879)%         (13)%

         Sales.
         ------

         Sales of  $147,111  for the fiscal  year that ended  12-31-04(FY  2004)
decreased by $2,780,594  from sales of $2,927,705 for the fiscal year that ended
12-31-03 (FY 2003). See above discussion.

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

         Gross margin of $16,311,  or 11 percent of sales in FY 2004,  increased
from $736,011, or 25 percent of sales, for FY 2003.

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

         Selling, general and administrative expenses increased to $1,542,945 in
FY 2004, from $1,199,209 in FY 2003, an increase of $343,736.

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

         A net loss before taxes of $1,293,569 in FY 2004 increased by $901,651,
from a loss of $391,918 in FY 2003.



                                     - 17 -
<PAGE>

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

         Significant changes in several balance sheet items occurred from fiscal
2003 to fiscal 2004, in particular the following:

         o        A cash  position of $627 for the fiscal  year ending  December
                  31, 2004 was an decrease from a cash position of $1320 for the
                  fiscal year ending December 31, 2003,

         o        contracts  receivable  of $104,695  for the fiscal year ending
                  December 31, 2004  decreased from $181,021 for the fiscal year
                  ending December 31, 2003,

         o        other  receivable  of  $20,114  for  the  fiscal  year  ending
                  December  31, 2004  increased  from $2,316 for the fiscal year
                  ending December 31, 2003,

         o        the  billings  in  excess of costs of $0 for the  fiscal  year
                  ending  December 31, 2004 increased from $7,269 for the fiscal
                  year ending December 31, 2003,

         o        the backlog of business  decreased  to $0 at December 31, 2004
                  from $7,269 at December 31, 2003,

         o        the retained deficit increased from $10,577,009 for the fiscal
                  year ending  December 31, 2004 from  $9,283,440 for the fiscal
                  year ending December 31, 2003.

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

         TechLite had negative cash flow from  operations of $857,759 in FY 2004
compared to a positive cash flow from operations of $415,845 in FY 2003.


ITEM 7.  FINANCIAL STATEMENTS

          Independent Accountants' Report ....................................19
          Balance Sheets December 31, 2004 and 2003 ..........................20
          Statements of Income Year Ended December 31, 2004 and 2003..........22
          Statements of Changes in Stockholders' Equity
                   Year Ended December 31, 2004 and 2003......................23
          Statements of Cash Flows Year Ended December 31, 2004 and 2003......24
          Notes to Financial Statements ......................................25




















                                     - 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, 2004 and 2003, and the related  statements of income,  statements of changes
in  stockholders'  equity,  and cash  flows  for the  years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of TECHLITE,  INC. as of December
31, 2004 and 2003,  and the results of its operations and its cash flows for the
years  then  ended  in  conformity  with  U.S.  generally  accepted   accounting
principles.

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

/s/Causon & Westhoff, CPA's, P.C.

Tulsa, Oklahoma
May 19, 2005




                                     - 19 -
<PAGE>

                                 TECHLITE, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 2004 AND 2003

                                     ASSETS
                                     ------

                                                             DEC 2004   DEC 2003
                                                             --------   --------

CASH                                                         $    627   $  1,320

ACCOUNTS RECEIVABLE
     Contract receivables, net                                104,695    181,021
     Other receivables                                         20,114      2,316

INVENTORY, At Cost                                              6,936      6,936


PROPERTY AND EQUIPMENT, At Cost
     Equipment                                                205,906    207,400
     Furniture and fixtures                                    35,478     35,478
     Building and land                                        400,000    400,000
     Leasehold improvements                                    73,394     73,394
     Autos and trucks                                         202,460    202,460
                                                             --------   --------
                                                              917,238    918,732
     Less accumulated depreciation                            592,089    549,801
                                                             --------   --------
                                                              325,149    368,931
                                                             --------   --------

OTHER ASSETS                                                   72,081     30,081
                                                             --------   --------




               Total Assets                                  $529,602   $590,605
                                                             ========   ========




                                     - 20 -
<PAGE>
<TABLE>
<CAPTION>

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


                                                            DEC 2004        DEC 2003
                                                          ------------    ------------
<S>                                                       <C>             <C>
LIABILITIES
     Accounts payable                                     $  1,344,011    $  1,697,964
     Accrued wages                                             178,418         157,390
     Payroll and sales tax payable                             318,034         216,349
     Commissions payable                                        77,586          87,082
     Billings in excess of costs and estimated
          earnings on uncompleted contracts                      7,269
     Notes payable and accrued interest                      2,612,734       2,472,727
     Other liabilities                                          12,500         319,497
                                                          ------------    ------------
               Total Liabilities                             4,543,283       4,958,278
                                                          ------------    ------------


STOCKHOLDERS' EQUITY
     Preferred stock, $ .001 par value; 10,000,000
           authorized shares;  none issued
     Common stock, $ .001 par value; 40,000,000
authorized shares; 18,016,959 and
10,194,910 issued and outstanding at
           December 31, 2004 and 2003, respectively             18,017          10,195
     Treasury stock; 10,000 shares                             (10,000)        (10,000)
     Additional paid-in capital                              6,555,311       4,915,572
     Retained earnings (deficit)                           (10,577,009)     (9,283,440)
                                                          ------------    ------------
               Total Stockholders' Equity                   (4,013,681)     (4,367,673)
                                                          ------------    ------------



               Total Liabilities & Stockholders' Equity   $    529,602    $    590,605
                                                          ============    ============
</TABLE>





See Notes to Financial Statements


                                     - 21 -
<PAGE>

                                 TECHLITE, INC.

                              STATEMENTS OF INCOME

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                      DEC 2004       DEC 2003
                                                     -----------    -----------

CONTRACT REVENUES EARNED                             $   147,111    $ 2,927,705

COST OF REVENUES EARNED                                  130,800      2,191,694
                                                     -----------    -----------

GROSS PROFIT                                              16,311        736,011

GENERAL AND ADMINISTRATIVE
     EXPENSES                                          1,542,945      1,199,209
                                                     -----------    -----------

INCOME (LOSS) FROM OPERATIONS                         (1,526,634)      (463,198)

OTHER INCOME                                             233,065         71,280
                                                     -----------    -----------

INCOME (LOSS) BEFORE TAXES                            (1,293,569)      (391,918)
                                                     -----------    -----------

PROVISION FOR INCOME TAXES

NET INCOME (LOSS)                                    $(1,293,569)   $  (391,918)
                                                     ===========    ===========


NET INCOME (LOSS) PER SHARE                          $      (.07)   $      (.04)
                                                     ===========    ===========















See Notes to Financial Statements

                                     - 22 -
<PAGE>
<TABLE>
<CAPTION>

                                 TECHLITE, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                           Additional
                               Common       Treasury         Paid-in       Retained
                               Stock         Stock           Capital       Earnings           Total
                           ------------   ------------    ------------   ------------    ------------
<S>                        <C>            <C>             <C>            <C>             <C>
BALANCE, DEC 31, 2002      $      8,063   $    (10,000)   $  4,538,489   $ (8,891,522)   $ (4,354,970)

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

TREASURY STOCK                     --             --              --             --              --

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


   BALANCE, DEC 31, 2003         10,195        (10,000)      4,915,572     (9,283,440)     (4,367,673)

NET INCOME (LOSS)                  --             --              --       (1,293,569)     (1,293,569)

TREASURY STOCK                     --             --              --             --              --

SALE OF STOCK                     7,822           --         1,639,739           --         1,647,561
                           ------------   ------------    ------------   ------------    ------------

BALANCE, DEC 31, 2004      $     18,017   $    (10,000)   $  6,555,311   $(10,577,009)   $ (4,013,681)
                           ============   ============    ============   ============    ============
</TABLE>
















See Notes to Financial Statements

                                     - 23 -
<PAGE>
<TABLE>
<CAPTION>

                                 TECHLITE, INC.

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

CASH FLOWS FROM OPERATING
ACTIVITIES:                                              DEC 2004       DEC 2003
                                                       -----------    -----------
<S>                                                    <C>            <C>
     Net income (loss)                                 $(1,293,569)   $  (391,918)
     Adjustments to reconcile net income to net
        cash provided by operating activities:
             Depreciation and amortization                  42,662         72,537
               Stock given for services                    444,600        115,215
               Gain on sale of assets                         (988)        (2,033)
             Decrease (increase) in receivables             76,326         22,567
     Decrease (increase) in other assets/receivables       (59,798)         6,813
        Net increase (decrease) in billings related
            to costs and estimated earnings on
            uncompleted contracts                           (7,269)      (228,656)
        Increase (decrease) in accounts payable           (323,953)       308,680
     Increase in other liabilities and debts               264,230        512,640
                                                       -----------    -----------
           Net cash provided by (used in)
           operating activities                           (857,759)       415,845
                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of equipment                                 --          (11,059)
                                                       -----------    -----------

          Net cash used in investing activities               --          (11,059)
                                                       -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Principle payments on notes payable                  (251,532)    (1,013,148)
     New borrowings                                        715,598        601,269
     Sale of stock                                         393,000          7,500
                                                       -----------    -----------

          Net cash provided by (used in)
          financing activities                             857,066       (404,379)
                                                       -----------    -----------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                          (693)           407

CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR                                            1,320            913
                                                       -----------    -----------

CASH AND CASH EQUIVALENTS AT
END OF YEAR                                            $       627    $     1,320
                                                       ===========    ===========
</TABLE>

                                     - 24 -
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

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

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

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

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

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

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

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



                                     - 25 -
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

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

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

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

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

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

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

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

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

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




                                     - 26 -
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 2:  CONTRACT RECEIVABLES

Contract receivables consist of:
                                                             DEC 2004   DEC 2003
Billed
     Completed contracts                                     $104,695   $  3,882
     Contracts in progress                                       --      177,139
                                                             --------   --------

                                                             $104,695   $181,021
                                                             ========   ========


NOTE 3: COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

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

                                                       DEC 2004       DEC 2003

Costs incurred on uncompleted contracts              $      --      $ 2,234,699
Estimated earnings                                          --          679,915
                                                     -----------    -----------
                                                            --        2,914,614
Billings to date                                            --        2,921,883
                                                     -----------    -----------
                                                     $      --      $    (7,269)
                                                     ===========    ===========
Included in the accompanying balance sheet under
the following captions:
    Billings in excess of costs and estimated
      earnings on uncompleted contracts              $      --      $     7,269
                                                     ===========    ===========

NOTE 4:  NOTES PAYABLE
                                                          DEC 2004     DEC 2003
Unsecured notes payable, due on demand, at
7% to 10%                                                $  713,514   $  591,412
Note payable, collateralized by second mortgage on
building and land, due March 2003, at 5%                    125,000      125,000
Unsecured line of credit, at 12%                             19,473       19,473
Note payable, non-interest bearing, convertible
  to Company stock at the option of the lender               30,000       30,000




                                     - 27 -
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 4:  NOTES PAYABLE  (Continued)

Note payable, collateralized by accounts receivable,
  quarterly interest due through June 2002, then due
  in 48 monthly installments plus interest beginning
  in July 2002 and ending in June 2006, at 7%               578,643      736,710
Note payable, collateralized by Company stock,
  real estate and vehicles, due July 2006, at 8.75%          75,841       93,479
Note payable, collateralized by 750,692 shares of
  Company stock owned by two officers and
  additional real estate owned by one officer, due
  March 2003, at 5.75%                                      250,830      250,830
Unsecured notes payable to company officers, due on
  demand, at 7% to 8%                                       192,838      119,232
Note payable, collateralized by specific accounts
  receivable, 110,000 shares of Company stock given
  in lieu of interest, due April 2, 2004                    101,598         --
Note payable, building and land, due in monthly
  installments plus interest through October 2013,
  At 9%                                                     324,936      330,721
                                                         ----------   ----------

                                                          2,412,673    2,296,857
Accrued interest                                            200,061      175,870
                                                         ----------   ----------


                                                         $2,612,734   $2,472,727
                                                         ==========   ==========

Interest  expense incurred during the years ended December 31, 2004 and 2003 was
$236,361 and  $243,638,  respectfully.  Interest  actually paid during the years
ended December 31, 2004 and 2003 was $84,229 and $130,016, respectfully.

Aggregate annual maturities of debt at December 31, 2004, are:

       2005                            $1,869,697
       2006                               236,430
       2007                                27,650
       2008                                30,244
       2009                                33,081
       Thereafter                         215,571
                                       ----------

                                       $2,412,673
                                       ==========






                                     - 28 -
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

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:

                                                             DEC 2004   DEC 2003

Buildings                                                    $120,400   $100,400
Vehicles                                                      193,292    188,905
Equipment                                                     200,671    193,434
Furniture                                                      30,959     27,634
Leasehold improvements                                         46,767     39,428
                                                             --------   --------

                                                             $592,089   $549,801
                                                             ========   ========


NOTE 6:  INCOME TAXES AND DEFERRED INCOME TAXES

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

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

                                                          DEC 2004     DEC 2003

Computed at the statutory rate of 34%                    $(439,813)   $(131,552)
Increase in tax resulting from:
     Net operating loss carryforward allowance             439,813      131,552
                                                         ---------    ---------

                                                         $       0    $       0
                                                         =========    =========






                                     - 29 -
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

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

         As of  December  31,  2004,  the  Company  had  federal  and  state net
operating loss  carryforwards,  which may be applied to future taxable income of
$9,221,344. Net operating loss carryforwards expire as follows:

                   Amount         Federal            State
                 ----------
                 $  109,832          2010             2010
                    610,900          2018             2013
                  1,474,640          2019             2014
                  1,960,330          2020             2015
                  1,962,488          2021             2021
                  1,530,513          2022             2022
                    363,289          2023             2023
                  1,209,352          2024             2024
                 ----------

                 $9,221,344
                 ==========

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


NOTE 7:  BACKLOG

         The  following  schedule  summarizes  changes in  backlog on  contracts
during the years ended December 31, 2004 and 2003. 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.

                                                          DEC 2004     DEC 2003

Backlog, beginning of year                               $    7,269   $  604,728
New contracts during the year                               112,286    2,191,711
Contract adjustments                                         27,556      138,535
                                                         ----------   ----------
                                                            147,111    2,934,974
Less contract revenues earned during the year               147,111    2,927,705
                                                         ----------   ----------

Backlog, end of year                                     $     --     $    7,269
                                                         ==========   ==========



                                     - 30 -
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 8:  SIGNIFICANT ESTIMATES AND CONCENTRATIONS

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

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

NOTE 9:  OTHER ASSETS

         At December  31,  2004 and  December  31,  2003,  the Company  recorded
$72,081 and $30,081 respectively,  as other assets. Other assets at December 31,
2004  include  $4,081 for cash  deposits  with a utility  company,  $35,000 note
receivable from a Company officer,  $7,000 advanced to a business consultant and
$26,000 in receivables for stock issued, but not paid for as of year-end.  Other
assets at December  31, 2003  include  $4,081 for cash  deposits  with a utility
company  and $26,000 in  receivables  for stock  issued,  but not paid for as of
year-end.

NOTE 10: CONTINGENCIES

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

NOTE 11: GOING CONCERN

         Management  is  continuing to develop  strategic  alliances  with other
companies to compliment the marketing and production  capabilities  of TechLite,
Inc.  Management  believes this would provide TechLite,  Inc. and its affiliates
the ability to service customers more effectively. Management is also working to
gain contracts on jobs which have been under development for some time. However,
the Company  currently is unable to obtain the necessary bonding to successfully
obtain new  contracts.  Management  is  looking to obtain new equity  funding to
recapitalize  the  company.  Once  sufficient  capital is in place,  the Company
should again be able to bond and bid new jobs.  The  continued  existence of the
Company may be contingent on obtaining new capitalization.







                                     - 31 -
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 11: GOING CONCERN (continued)

         The Oklahoma Tax Commission has filed a tax lien with respect to unpaid
payroll  taxes.  A  payment  arrangement  has been made  with the  Oklahoma  Tax
Commission;  however,  the Company is behind on the payments  agreed to be paid.
The  Company  also has  unpaid  federal  payroll  taxes  which are  recorded  as
liabilities  in the  financial  statements.  The Company is  attempting to raise
additional  equity  capital,  which  could  be used to pay  all  payroll  taxes.
However,  the length of time the Company can continue as a going concern without
paying these payroll taxes is unknown.  Additionally,  the Company's  bank which
has four outstanding  loans,  started  foreclosure  proceedings during 2005. The
outcome of this event is unknown at this time.


NOTE 12: UNISSUED SHARES OF COMPANY STOCK

         As of December  31, 2004 and 2003,  the  financial  statements  reflect
liabilities  of $12,500 and  $319,210  for stock which has been  purchased,  but
remained  unissued  at  year-end.  The number of  unissued  shares is 10,000 and
836,710 at  December  31, 2004 and 2003,  respectively.  The number of shares of
Company stock issued and  outstanding  at December 31, 2004 and 2003 and the net
loss per share do not reflect these additional shares as they were not issued at
December 31, 2004 and 2003.


NOTE 13: STOCK COMPENSATION

         General and  administrative  expenses of $1,542,945  and $1,199,209 for
the years ended December 31, 2004 and 2003  respectively,  includes $444,600 and
$115,215 of expenses  associated with exchanging Company stock for marketing and
administrative  services.  Company  stock was given to various  individuals  and
companies in exchange for marketing and administrative services in the amount of
3,646,000  and  1,152,155  shares  during the years ended  December 31, 2004 and
2003,  respectively.  The value of the stock exchanged was an average  estimated
value of approximately $.12 and $.10 per share, for the years ended December 31,
2004 and 2003, respectively.  Accordingly, $444,600 and $115,215 are recorded as
general and administrative  expense during the years ended December 31, 2004 and
2003, respectively.








                                     - 32 -
<PAGE>
<TABLE>
<CAPTION>

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

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

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

         Set  forth  below  are the  names,  and  terms of office of each of the
directors,  executive  officers and  significant  employees of the Company and a
description of the business experience of each.

                                                                            Office Held  Term of
     Person                                        Office                      Since     Office
     ------                                        ------                      -----     ------
<S>                                      <C>                                   <C>       <C>
J. D. Arvidson, 65                       Chief Executive Officer, Chief         1992       2004
                                         Financial Officer and Director

C. O. Sage, 70                           Vice President and Director            1992       2004

General Gerald Hahn, USAF (Ret.), 65     Chairman of the Board of Directors     1997       2003
</TABLE>

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

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


ITEM 10. EXECUTIVE COMPENSATION

         The directors of TechLite receive no compensation for their services as
directors. The officers of TechLite received from it an aggregate of $171,000 of
compensation in the last fiscal year for their services in all capacities.





                                     - 33 -
<PAGE>
<TABLE>
<CAPTION>

         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:

                                                                         Long Term Compensation
                                                                         ----------------------
                                               Awards
                                               ------
          Annual Compensation                                Securities         Payouts
          -------------------                                Underlying         -------
                            Other Annual     Restricted      Options/       LTIP       All Other
Year     Salary    Bonus    Compensation     Stock Awards    SARS           Payouts    Compensation
----     ------    -----    ------------     ------------    ---------      -------    ------------
<C>     <C>        <C>      <C>              <C>             <C>            <C>        <C>
2004    $120,000     0      0                0               0              0          0

2003    $120,000     0      0                0               0              0          0

2002    $120,000     0      0                0               0              0          0

2001    $120,000     0      0                0               0              0          0
</TABLE>


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

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

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

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

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  shows  information  as of  January  9, 2004 with
respect to each  beneficial  owner of more than 5% of each class of voting stock
of the  Company  and to  each  of the  officers  and  directors  of the  Company
individually and as a group:

TechLite                                           No. of Shares      % of Class
--------                                           -------------      ----------
J.D. Arvidson                                         681,973             3.8
9316 North 147th East Avenue
Owasso, OK 74136


C.O. Sage                                            232,292(1)           1.3
7902 South 70th East Place
Tulsa, OK 74133




                                     - 34 -
<PAGE>

Officers and Directors as a group (3 persons)        915,265              5.1
-------------------------

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

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

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

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

         3.1      Articles of Incorporation of TechLite, Inc.*

         3.2      Bylaws of TechLite, Inc.*

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

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

(b)      Reports on Form 8-K

         None.







                                     - 35 -
<PAGE>

Item 14. Controls and Procedures

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

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


















                                     - 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:  May 23, 2005                       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:  May 23, 2005                           /s/ C.O. Sage
                                                --------------------------------
                                                C.O. Sage, Vice President
                                                and Director



   Date:  May 23, 2005                           /s/ J.D. Arvidson
                                                --------------------------------
                                                J.D. Arvidson, Chief Executive
                                                Officer, Chief Financial Officer
                                                and Director











                                     - 37 -