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, 2002

                                       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:  $1,031,232.

     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:  $929,304 computed by reference to the
$0.13  average of the bid and asked price of the Company's Common Stock on April
11,  2003.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of the latest practicable date:  8,062,755 shares of Common
Stock,  $0.001  par  value,  as  of  April  3,  2003.

DOCUMENTS  INCORPORATED  BY  REFERENCE

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

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















                                        2
<PAGE>
                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

Item  1.  Description  of  Business                                            5

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

Item  2.  Properties                                                          11

          Facilities                                                          11

Item  3.  Legal  Proceedings                                                  11

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

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

Item  6.  Management's  Discussion  and  Analysis                             14

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

                                        3
<PAGE>

Item  7.  Financial  Statements                                               17

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

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

Item  10. Executive  Compensation                                             32

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

Item  12. Certain  Relationships  and  Related  Transactions                  34

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

Item  14. Controls  and  Procedures                                           35

Signatures                                                                    36



















                                        4
<PAGE>

<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
                       ----------------------------------

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

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

     Power  shortages  are   a  reality  today.  Higher  utility   prices  loom.
Energy-efficient  lighting can help commercial consumers cope with shortages and
higher  prices  by  significantly  reducing  their  electrical  consumption.

     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.

     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,

                                        5
<PAGE>

energy-audit  software  program  that  computes  upgrade solutions and potential
energy savings.  This energy audit program is one of the tools TechLite utilizes
to  provide  a  consistent  quality approach and maximum energy savings for each
project.

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

     The  magazine, "Electrical Contractor" calls the lighting retrofit business
"The  Market  of the Decade" and points out that this market has been opened not
only  by  the  usual  market  forces,  but also by the direct action of the U.S.
Government.  In  effect,  the  government  has  concluded  that energy-efficient
lighting  is  so  important  that it should be done in every possible location.

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

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

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

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

     Additional  energy  savings  opportunities exist throughout the U.S. school
systems.  For example: the Florida School Districts light a total of 303,702,512
square  feet,  but  by  1997, less than 10 million square feet had been upgraded
with  energy  efficient lighting upgrades.  Projected new school construction in
Florida alone is approximately six million square feet a year, and this does not
include  the  15,185,126  square feet needed to bring overcrowding to acceptable
levels.  The  projected  lighting  needs  for  Florida  schools  alone,  in both
retrofit  and  new  construction  over the next five years, exceed $300 million.
New  energy efficient light fixtures or retrofits will be part of many of  these
projects.

     In  a  1999  report, the American Society of Civil Engineers estimated that
the  renovation and repair of all America's schools would cost $112 billion with
an  additional $60 billion needed to provide space for an expected three million
more  students  over  the  next  ten  years.

     In  addition,  many  healthcare, educational, and commercial properties are
actively  upgrading their lighting systems.  Corporate offices and manufacturing

                                        6
<PAGE>

spaces  are  being  upgraded  to  improve  worker  productivity  and  company
profitability.  Older  retail  environments  are  being renovated to attract new
customers.

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

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

     IBM  retrofitted  the  40,000  light fixtures in their Chicago headquarters
building  and cut their electric bill by $912,000 per year with a payback of 2.2
years.

     Focusing  on  a  quality environment for tenants, the Empire State Building
retrofitted  its  existing  25-  to  40-year  old  lighting system, providing 20
percent  higher  light  levels,  greater  visual comfort, reduced glare and a 64
percent  reduction  in  energy  costs.

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

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

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

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

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

-    The Environmental Protection Agency's  (EPA) Energy Star Emission Reduction
     Program.

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

-    Deregulation  of  electricity.   With  deregulation, nationwide competition
     between  utility  companies  for  billions  of dollars of electrical supply

                                        7
<PAGE>

     contracts  and  bundled  services  (including  energy  efficient  lighting
     retrofits)  is  underway in  20  states  to  date.

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

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

     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.

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:

-    Comprehensive  energy  audit  reports  of  each building to be  retrofitted
-    Custom  design  engineering  to  maximize  fixture  efficiency  and  energy
     savings  in  the  most  cost  effective  manner
-    Experienced  retrofit  management  and  installation  personnel
-    State-of-the-art  energy   efficient   lighting   fixtures   and   retrofit
     components
-    Third-party  project  funding  designed  so  energy  savings   exceed   the
     investment  repayment  schedule

                                        8
<PAGE>

-    Performance  bonding,  as  needed
-    EPA-approved  disposal  of  old  lamps  and  ballasts
-    Service  after  the  installation  to  insure the lighting upgrade operates
     according  to  design  specifications
-    Lighting  maintenance  contracts for continued service after the retrofit.

Simple  Lighting  Retrofit  Example  Based  On  Square  Footage:

-    Example  Building:   350,000 sq. ft. with 2 x 4 lighting fixtures installed
     every  70  sq.  ft.  This  equals  5,000  light  fixtures.
-    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.
-    Assume  operating  hours  of  4,000  a  year.
-    Note:   Existing  2 x 4 lighting fixtures components are four 34  watt T-12
     lamps  and  2  magnetic  ballasts  (158  watt  system).
-    Install TechLite  retrofit that provides equal light at 75 cents per square
     foot.  Total  upgrade  investment  =  $262,500.
-    Net  energy  savings  equal  43  cents  per sq. ft., which  totals $150,000
     savings  per  year.
-    The  capital recovery period for this retrofit investment is less than  1.8
     years.

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

     TechLite  Applied  Sciences,  Inc.'s  first major project was  installed in
1994.   Numerous  projects  followed,  were  profitable and included winning one

                                        9
<PAGE>

Energy  Users  News  National  Energy  Efficient  Lighting  Award.

     Our  management  has  begun to better understand and plan for the forces of
change  that  will  drive  the  energy-efficient-services  business  during  the
deregulation  of electricity and coming decade of electric supply-side shortages
and  increasing  electric  rates.

     TechLite  has  maintained  a  steady course to fully develop our management
infrastructure,  to  train  audit  personnel  and  installation  teams.

     Without  question,  the  expansion  development  planning, deregulation and
events  in  Florida  diverted  TechLite from the required sales volume to become
profitable.  In  late 1999 and early 2000, approximately $10,000,000 of business
committed  in  principle  was  postponed  due  in  part  to  an incomplete sales
performance  by personnel TechLite placed in the Florida market.  In fact, these
salespeople  attempted  to  secure  this  business  for  their  own  purposes.

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.


                                       10
<PAGE>
Government  Regulations
-----------------------

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

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

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

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

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

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

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

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

     On  March  31,  2003,  TechLite  employed  27  persons  full  time.

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

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

ITEM  2.  PROPERTIES

Properties
----------

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

Facilities
----------

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

ITEM  3.  LEGAL  PROCEEDINGS

     On  September  7, 2000, in Civil Action CJ 2000 C4310 filed in the District

                                       11
<PAGE>

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

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

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

     None

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

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

<TABLE>
<CAPTION>
                             High          Low
                             ----          ---
     2001:
<S>                          <C>           <C>
          1st  Qtr.          2.625         0.75
          2nd  Qtr.          3.2           0.75
          3rd  Qtr.          1.88          0.36
          4th  Qtr.          0.36          0.31

     2002:
          1st  Qtr.          0.33          0.15
          2nd  Qtr.          0.17          0.101
          3rd  Qtr.          0.19          0.1
          4th  Qtr.          0.35          0.1
</TABLE>


Holders.  Based  on  information provided by our transfer agent, the Company had
591  shareholders  of  record  of  its  common  stock  on  April  3,  2003.

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.

                                       12
<PAGE>

     Recent  Sales  of  Unregistered  Securities. During 2001 and 2002, 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.

<TABLE>
<CAPTION>
Date         Name of Purchaser              No. of Shares     Consideration  (Cash unless otherwise  indicated)
---------------------------------------------------------------------------------------------------------------
<S>          <C>                                <C>               <C>
05-29-01     Gary  Philip  Ball                     800           1,000.00

05-29-01     Richard  F.  Ball                      800           1,000.00

04-02-01     Civilla  Ball                        3,500           3,500.00

05-29-01     Christopher  Ball                      800           1,000.00

05-29-01     Deborah  C.  Ball  Bayless             800           1,000.00

01-23-01     Dennis  Bayless                      1,133           1,625.00

05-18-01     Daniel  Lee  Bayless                 3,000           1,625.00

01-23-01     Daniel  Lee  Bayless                 1,520            1,900.00

05-29-01     Belinda  G.  Bell  Bedell              800            1,000.00

06-06-01     George  R.  Boyett                  40,000           50,000.00

07-10-01     Bill and Faune  Conner, jtwros     235,000           valued  @1.25 per share  or  $293,750.00(1)

01-23-01     Dick  Ball  Trust                    4,000            6,000.00

07-10-01     Ruth  Evans,  Trustee               10,000           12,500.00

06-20-01     Randy  Franklin                     10,000           12,500.00

04-02-01     Rex Frates                         200,000           valued @1.00 per share or $200,000.00(2)

04-02-01     Joe Frates                         125,000           valued @1.00 per share or $100,000.00(2)

01-23-01     Gary  Philip  Ball  Trust              833            1,250.00

06-26-01     Richard  Gladstone                  15,000           18,750.00

06-20-01     Kenneth  E.  Holtvluwer             10,000           12,500.00

05-15-01     W.R.  Kelley                        20,000           20,000.00

305-29-01     Karen  R.  Ball  McKeever             800            1,000.00

06-14-01     Karen  R.  Ball  McKeever            8,000            5,000.00

03-07-01     Orsay  Groupe,  Inc.               150,000            valued  @0.80  per  share  or $120,000.00(1)

05-15-01     Dale  Patterson                     10,000           12,500.00

05-29-01     Lori  Dawn  Phillips                   800            1,000.00

06-14-01     Richard  Ball  Trust                46,400           23,250.00

05-22-01     Dub Stover  &  Janet  Stover        10,000           12,500.00

06-20-01     Frank  Swayze                       10,000           12,500.00

05-15-01     Tulco  Oil,  Inc.                   40,000           50,000.00

05-22-01     Grace  Turnbow  Trust               15,000           15,000.00

06-20-01     Fred  E.  Wickman  Family  Trust    10,000           12,500.00

04-02-01     Jim  Arvidson                       100,000          valued  @1.00  per  share  or $100,000.00(3)

05-10-01     Carl  Turnbow  Trust                 15,000          15,000.00

07-12-01     21st  Century  Ventures               4,125          valued  @1.25  per  share  or  $5,156.25
</TABLE>


<TABLE>
<CAPTION>
Date         Name of Purchaser              No. of Shares     Consideration  (Cash unless otherwise  indicated)
---------------------------------------------------------------------------------------------------------------
<S>          <C>                                <C>               <C>
02-25-02     Ron  Knight                         60,000           valued  @.30  per  share  or  $18,000(4)

02-25-02     Timothy  Knight                     20,000           valued  @.30  per share or $6,000(4)

                                       13
<PAGE>

02-25-02     David  Knight                       20,000           valued  @.30  per  share  or $6,000(4)

03-25-02     Stephen I Frates
               Appointed Trust                  400,000           $200,000(2)

03-25-02     MBF  Trust                          60,000           valued  @.30  per  share  or  $18,000(2)

03-25-02     MBF  Trust                         350,000           valued  @.30  per  share  or $105,000(2)

03-25-02     Joe  Frates                        350,000           valued  @.30  per  share or $105,000(5)

03-25-02     Flex  Trust                        113,333           valued  @.30 per share or $33,999.90(2)

03-25-02     Stephen I Frates Rev Trust         400,000           $200,000(2)

03-25-02     Stephen I Frates Rev Trust         150,000           valued @1.00 per share or  $150,000(2)

08-27-02     The  Kaupke  Family  Trust          17,500           valued  @.30 per share or $5,250(6)

08-27-02     Marilou F. Kaupke                   12,000           valued @.30 per share or $3,600(6)

08-27-02     Brian  D.  Kaupke                    2,500           valued  @.30  per  share or $750(6)

09-30-02     Jim  Arvidson                      100,000           valued  @.12  per share or $12,000(7)

09-30-02     Andrew Loosberg                    300,000           valued @.12 per share or $36,000(8)

09-30-02     Ron  Knight                         70,000            $14,000

09-30-02     Ron  Knight                         70,000            $14,000

10-01-02     John  Cantrell                      70,000            $14,000

10-01-02     John  Cantrell                      70,000            $14,000

10-03-02     Jim  Arvidson                      100,000           valued  @.12  per share or $12,000(9)

10-03-02     John  Cantrell                      70,000           valued  @.20  per share or $14,000(9)

10-03-02     John  Cantrell                      70,000           valued  @.20  per share or $14,000(9)

10-03-02     Ron  Knight                         70,000           valued  @.20  per  share  or  $14,000(9)

10-03-02     Ron  Knight                         70,000           valued  @.20  per  share  or  $14,000(9)

11-12-02     Ron  Knight                         70,000           valued  @.20  per  share  or  $14,000(9)

11-12-02     Ron  Knight                         70,000           valued  @.30  per  share  or  $21,000(9)

11-12-02     John  Cantrell                      70,000           valued  @.20  per share or $14,000(9)

11-12-02     John  Cantrell                      70,000           valued  @.30  per share or $21,000(9)
</TABLE>
-------------------------------------
(1)     Financial  public  relations.

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

(3)     Mortgaged  his  ranch  to  secure  a  new  bank  loan  to  the  Company.

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

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

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

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

(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  2003.

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

                                       14
<PAGE>

its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.  See  "Item  7  -  Financial  Statements."

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

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

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

     Based on these facts, 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:

     -     Restructured  sales  force  with  reliable,  proven sales producers.

     -     Diversified  targeted  end  user  profile.

     -     Developed  new  marketing  alliances.

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

     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, 2002 and
December  31,  2001:

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                    Year  Ended  December  31
                                                        2002          2001
                                                        ----          ----
<S>                                                    <C>           <C>
     Sales                                              100%          100%
     Cost  of  sales                                     71%           75%
     Gross  margin                                       29%           25%

     Selling,  general  and
          administrative  expenses                      183%          275%

     Net  income  (loss)  before  taxes                (150)%        (246)%
</TABLE>

     Sales.
     ------

     Sales  of  $1,031,232  for  the  fiscal  year that ended 12-31-02 (FY 2002)
increased by $225,304, or 28 percent, from sales of $805,928 for the fiscal year
that  ended  12-31-01  (FY  2001).  See  above  discussion.

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

     Gross margin of $298,221, or 29 percent of sales in FY 2002, increased from
$198,426,  or  25  percent  of  sales,  for  FY  2001.

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

     Selling,  general and administrative expenses decreased to $1,887,167 in FY
2002, from $2,215,775 in FY 2001, a decrease of $328,608, or fifteen percent, at
a  time  when  sales  increased by 28 percent.  This decrease is attributable to
reduced  administrative  salaries.

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

     A  net  loss  before  taxes  of $1,550,082 in FY 2002 decreased $432,155, a
decrease  of  22  percent,  from a loss of $1,982,237 in FY 2001, at a time when
sales increased by 28 percent.  This decrease in loss was attributable primarily
to  higher  sales  volume  and  reduced  general  and  administrative  expenses.

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

     Significant  changes  in  several  balance sheet items occurred from fiscal
2001  to  fiscal  2002,  in  particular  the  following:

     -     A  cash position of $913 for the fiscal year ending December 31, 2002
           was  a  decrease  from  a  cash  position  of  $81,303 for the fiscal
           year ending  December  31,  2001,

     -     contracts  receivable of $203,588 for the fiscal year ending December
           31,  2002 increased from $113,389 for the fiscal year ending December
           31, 2001,

     -     other  receivable  of $11,810 for the fiscal year ending December 31,
           2002  decreased  from  $15,685  for  the  fiscal year ending December
           31, 2001,

                                       16
<PAGE>

     -     inventory  of  $6,936  for  the  fiscal year ending December 31, 2002
           decreased  from  $7,724 for  the  fiscal  year  ending  December  31,
           2001,

     -     the  costs  in  excess  of billings' asset of $235,925 for the fiscal
           year  ending December  31, 2002 changed from a liability, billings in
           excess of cost, of  $73,837  for the fiscal year ending December  31,
           2001,

     -     the  backlog  of  business increased to $604,728 at December 31, 2002
           from  $185,682  at  December  31,  2001,

     -     the  retained  deficit  increased from $8,891,522 for the fiscal year
           ending  December 31, 2002  from $7,341,440 for the fiscal year ending
           December 31, 2001.

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

     TechLite  had negative cash flow from operations of $446,207 in FY 2002 and
$268,400  in  FY 2001.  The principal components of FY 2002's negative cash flow
were  a  net  loss  from  operations  of  $1,550,082,  an increase of $80,411 in
billings  related  to  costs and estimated earnings on uncompleted contracts, an
increase in accounts payable of $166,206, and a decrease of $370,243, in accrued
liabilities.  This  drain  on liquidity and capital resources was covered by net
borrowings  of  $1,223,316.


ITEM  7.     FINANCIAL  STATEMENTS

          Independent  Accountants' Report                                   18
          Balance  Sheets December 31, 2002 and 2001                         19
          Statements of Income Year Ended December 31, 2002 and 2001         21
          Statements  of  Changes  in  Stockholders'  Equity
               Year Ended December 31, 2002 and 2001                         22
          Statements  of  Cash  Flows  Year  Ended  December  31,
               2002 and 2001                                                 23
          Notes  to  Financial  Statements                                   24

















                                       17
<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, 2002 and December 31, 2001, and the related statements of income, statements
of  changes  in stockholders' equity, and cash flows for the periods 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,  2002  and December 31, 2001, and the results of its operations and its cash
flows  for  the  periods  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

CAUSON  &  WESTHOFF

Tulsa,  Oklahoma
March  29,  2003



                                       18
<PAGE>

                                 TECHLITE, INC.

                                 BALANCE SHEETS

                    DECEMBER 31, 2002 AND DECEMBER 31, 2001

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                       DEC 2002       DEC 2001
                                                      ----------    -----------
<S>                                                   <C>           <C>
CASH                                                  $      913    $    81,303

ACCOUNTS  RECEIVABLE
  Contract receivables                                   203,588        113,389
  Other receivables                                       11,810         15,685

INVENTORY, At Cost                                         6,936          7,724


PROPERTY  AND  EQUIPMENT,  At  Cost
  Equipment                                              202,132        198,657
  Furniture and fixtures                                  35,717         33,637
  Building and land                                      400,000        400,000
  Leasehold improvements                                  73,064         73,064
  Autos and trucks                                       216,370        205,370
                                                      ----------    -----------
                                                         927,283        910,728
  Less accumulated depreciation                          496,007        413,600
                                                      ----------    -----------
                                                         431,276        497,128
                                                      ----------    -----------

OTHER ASSETS                                              27,400          1,400
                                                      ----------    -----------


        Total Assets                                  $  681,923    $   716,629
                                                      ==========    ===========
</TABLE>



See Notes to Financial Statements.

                                       19
<PAGE>



                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                       DEC 2002       DEC 2001
                                                      ----------    -----------
LIABILITIES
<S>                                                   <C>           <C>
  Accounts payable                                    $ 1,397,184   $   989,829
  Accrued wages                                            17,473
  Payroll and sales tax payable                           100,299       171,874
  Commissions payable                                      22,843
  Billings  in  excess  of  costs  and
    estimated earnings on uncompleted contracts           235,925        73,837
  Notes payable and accrued interest                    3,073,959     2,666,367
  Other liabilities                                       189,210       739,210
                                                      -----------   -----------
        Total Liabilities                               5,036,893     4,641,117
                                                      -----------   -----------


STOCKHOLDERS'  EQUITY
  Preferred stock, $.001 par value; 10,000,000
    authorized  shares;  none  issued
  Common stock, $ .001 par value; 40,000,000
    authorized shares; 8,062,755  and  4,467,422
    issued  and  outstanding  at  December  31,
    2002 and 2001, respectively                             8,063         4,468
  Treasury stock                                          (10,000)
  Additional paid-in capital                            4,538,489     3,412,484
  Retained earnings (deficit)                          (8,891,522)   (7,341,440)
                                                      -----------   -----------
        Total Stockholders' Equity                     (4,354,970)   (3,924,488)
                                                      -----------   -----------



        Total Liabilities & Stockholders' Equity      $   681,923   $   716,629
                                                      ===========   ===========
</TABLE>





See Notes to Financial Statements.

                                       20
<PAGE>

                                 TECHLITE, INC.

                              STATEMENTS OF INCOME

                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                        DEC 2002       DEC 2001
                                                      ------------  ------------
<S>                                                   <C>           <C>
CONTRACT REVENUES EARNED                              $ 1,031,232   $   805,928

COST OF REVENUES EARNED                                   733,011       607,502
                                                      -----------   -----------

GROSS PROFIT                                              298,221       198,426

GENERAL  AND  ADMINISTRATIVE
  EXPENSES                                              1,887,167     2,215,775
                                                      -----------   -----------

INCOME (LOSS) FROM OPERATIONS                          (1,588,946)   (2,017,349)

OTHER INCOME                                               38,864        35,112
                                                      -----------   -----------

INCOME (LOSS) BEFORE TAXES                             (1,550,082)   (1,982,237)
                                                      -----------   -----------

PROVISION  FOR  INCOME  TAXES

NET INCOME (LOSS)                                     $(1,550,082)   $(1,982,237)
                                                      ===========    ===========

NET INCOME (LOSS) PER SHARE                           $      (.19)   $      (.44)
                                                      ===========    ===========
</TABLE>




See Notes to Financial Statements.

                                       21
<PAGE>
                                 TECHLITE, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                   Additional
                             Common     Treasury    Paid-in        Retained
                              Stock       Stock     Capital        Earnings         Total
                          ----------   ---------  -----------   -------------    ------------
<S>                       <C>          <C>        <C>           <C>              <C>
BALANCE, DEC 31, 2000     $    3,364   $          $ 2,268,281   $  (5,359,203)   $(3,087,558)

NET INCOME (LOSS)                                                  (1,982,237)    (1,982,237)

SALE OF STOCK                  1,104                1,144,203                      1,145,307
                          ----------   --------   -----------   -------------    -----------

BALANCE, DEC 31, 2001          4,468                3,412,484     (7,341,440)     (3,924,488)

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

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

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

BALANCE, DEC 31, 2002     $    8,063   $(10,000)  $ 4,538,489   $ (8,891,522)    $(4,354,970)
                          ==========   ========   ===========   ============     ===========
</TABLE>










See Notes to Financial Statements.

                                       22
<PAGE>
                                TECHLITE , INC.

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                        DEC 2002       DEC 2001
                                                      ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>           <C>
  Net income (loss)                                   $(1,550,082)  $(1,982,237)
  Adjustments to reconcile net income to net
    cash  provided  by  operating  activities:
  Depreciation and amortization                            82,407        79,882
  Stock given for services                                458,000       847,407
  Decrease (increase) in receivables                      (96,324)      (48,852)
  Decrease (increase) in inventory                            788        28,170
  Decrease (increase) in other assets/receivables         (26,000)       (1,400)
  Net  increase  (decrease)  in  billings  related
    to  costs  and  estimated  earnings  on
    uncompleted contracts                                 162,088        81,677
  Increase (decrease) in accounts payable                 407,355       241,149
  Increase (decrease) in other liabilities                115,561       485,804
                                                      ------------  ------------

    Net cash used in operating activities                (446,207)     (268,400)
                                                      ------------  ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
  Proceeds from sale of fixed assets                                        330
  Acquisition of equipment                                 (5,555)       (1,050)
                                                      ------------  ------------

    Net cash used in investing activities                  (5,555)         (720)
                                                      ------------  ------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
  Principle payments on notes payable                    (851,944)    (1,875,100)
  New borrowings                                        1,223,316      1,927,556
  Sale of stock                                                          297,900
                                                      ------------  ------------

    Net cash provided by financing activities             371,372        350,356
                                                      ------------  ------------

NET  INCREASE  IN  CASH  AND
CASH EQUIVALENTS                                          (80,390)        81,236

CASH  AND  CASH  EQUIVALENTS  AT
BEGINNING OF YEAR                                          81,303             67
                                                      ------------  ------------

CASH  AND  CASH  EQUIVALENTS  AT
END OF YEAR                                           $       913   $     81,303
                                                      ===========   ============
</TABLE>


See Notes to Financial Statements.

                                       23
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 2002 AND 2001


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

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

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

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

     Revenues  from  fixed-price  construction  contracts  are recognized on the
percentage-of-completion method, measured by the percentage of costs incurred to
date to estimated total costs for each contract.  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.  Any revenue generated from warranty work is recorded as other
income.



                                       24
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 2002 AND 2001


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 generally
accepted  accounting  principles  require   management  to  make  estimates  and
assumptions  that affect certain reported amounts and disclosures.  Accordingly,
actual  results  could  differ  from  those  estimates.

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

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

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

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

                                       25
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 2002 AND 2001



NOTE  2:  CONTRACT  RECEIVABLES
<TABLE>
<CAPTION>
Contract  receivables  consist  of:
                                                      DEC 2002        DEC 2001
                                                    -----------     -----------
     Billed
<S>                                                 <C>             <C>
       Completed contracts                          $    53,985     $    64,167
       Contracts in progress                            149,603          49,222
                                                    -----------     -----------

                                                    $   203,588     $   113,389
                                                    ===========     ===========
</TABLE>


NOTE  3:  COSTS  AND  ESTIMATED  EARNINGS  ON  UNCOMPLETED  CONTRACTS

Costs,  estimated  earnings and billings on uncompleted contracts are summarized
as  follows:
<TABLE>
<CAPTION>
                                                      DEC 2002        DEC 2001
                                                    -----------     -----------
<S>                                                 <C>             <C>
     Costs incurred on uncompleted contracts        $   183,211     $    98,382
     Estimated earnings                                  65,437          34,256
                                                    -----------     -----------
                                                        248,648         132,638
     Billings to date                                   484,573         206,475
                                                    -----------     -----------

                                                    $  (235,925)    $   (73,837)
                                                    ===========     ==========

     Included  in  the  accompanying  balance
       sheet  under  the  following captions:
       Billings  in  excess  of  costs  and
         estimated earnings on uncompleted
         contracts                                  $   235,925     $   73,837
                                                    ===========     ==========
</TABLE>


NOTE  4:  NOTES  PAYABLE
<TABLE>
<CAPTION>
                                                      DEC 2002        DEC 2001
                                                    -----------     -----------
<S>                                                 <C>             <C>
     Unsecured notes payable, due on demand,
       at 7% to 10%                                 $   259,008     $   222,322
     Notes payable, collateralized by equipment,
      due in  monthly installments
       plus  interest  through
       September 2002, at 5.75%                                          27,344
     Unsecured line of credit, at 16.75%                 21,706          24,665
     Note  payable,  non-interest  bearing,
       convertible to  Company  stock  at
       the  option  of  the  lender                     279,000
</TABLE>

                                       26
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 2002 AND 2001



NOTE  4:  NOTES  PAYABLE  (Continued)

<TABLE>
<CAPTION>
     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
<S>                                                 <C>             <C>
       in  June  2006,  at 7.0%                         912,905       1,032,189

     Note  payable,  collateralized  by  Company
       stock, real estate and vehicles,  due
       July  2006,  at  8.75%                           124,569         143,088

     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%                       374,597         119,232

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

     Notes  payable,  building  and land, due in
       monthly installments plus interest  through
       October  2013,  at  9%                           340,021         359,929
                                                    -----------     -----------
                                                      2,957,736       2,574,699
     Accrued interest                                   116,223          91,668
                                                    -----------     -----------

                                                    $ 3,073,959     $ 2,666,367
                                                    ===========     ===========
</TABLE>

Interest  expense incurred during the year ended December 31, 2002, is $348,313.
Interest  actually  paid  during  the  year ended December 31, 2002 is $192,662.

Aggregate  annual  maturities  of  debt  at  December  31,  2002,  are:

<TABLE>
<CAPTION>
<S>                                            <C>
               2003                            $  1,578,631
               2004                                 295,926
               2005                                 317,514
               2006                                 236,429
               2007                                  27,650
               Thereafter                           501,586
                                               ------------

                                               $  2,957,736
                                               ============
</TABLE>

                                       27
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE  5:  PROPERTY  AND  EQUIPMENT

     Property and equipment consist of buildings, vehicles, equipment, furniture
and  leasehold  improvements.  The  vehicles  and equipment are depreciated over
five  years,  furniture  is depreciated over seven years, leasehold improvements
are  depreciated  over  ten  years  and buildings are depreciated over 25 years.
Accumulated  depreciation  is  summarized  as  follows:
<TABLE>
<CAPTION>
                                                       DEC 2002       DEC 2001
                                                    ------------   ------------
<S>                                                 <C>            <C>
     Buildings                                      $     80,400   $     60,400
     Vehicles                                            186,533        160,772
     Equipment                                           173,100        147,326
     Furniture                                            23,886         20,353
     Leasehold improvements                               32,088         24,749
                                                    ------------   ------------

                                                    $    496,007   $    413,600
                                                    ============   ============
</TABLE>

NOTE  6:  INCOME  TAXES  AND  DEFERRED  INCOME  TAXES

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

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

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

<TABLE>
<CAPTION>
                                                       DEC 2002       DEC 2001
                                                    ------------   ------------
<S>                                                 <C>            <C>
     Computed at the statutory rate of 34%          $  (527,028)   $   (673,961)
     Increase  in  tax  resulting  from:
       Net operating loss carryforward allowance        527,028         673,961
                                                    -----------    ------------

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


                                       28
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE  7:  BACKLOG

          The  following  schedule  summarizes  changes  in backlog on contracts
during  the  years  ended  December  31,  2002 and 2001.  Backlog represents the
amount  of  revenue  the Company expects to realize from work to be performed on
uncompleted contracts in progress at year-end and from contractual agreements on
which  work  has  not  yet  begun.

<TABLE>
<CAPTION>
                                                       DEC 2002       DEC 2001
                                                    ------------   ------------
<S>                                                 <C>            <C>

     Backlog, beginning of year                     $     185,682  $     27,454
     New contracts during the year                      1,447,578       958,122
     Contract adjustments                                   2,700         6,034
                                                    -------------  ------------
                                                        1,635,960       991,610
     Less contract revenues earned during the year      1,031,232       805,928
                                                    -------------  ------------

     Backlog, end of year                           $     604,728  $    185,682
                                                    =============  ============
</TABLE>


NOTE  8:  SIGNIFICANT  ESTIMATES  AND  CONCENTRATIONS

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

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


NOTE  9:  OTHER  ASSETS

     At  December  31,  2002 and December 31, 2001, the Company recorded $27,400
and  $1,400  respectively,  as  other assets.  Other assets at December 31, 2002
include  $1,400  for  cash  deposits  with  a  utility  company  and  $26,000 in
receivables  for stock issued, but not paid for as of year-end.  Other assets at
December  31,  2001  include  $1,400  for  cash deposits with a utility company.



                                       29
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE  10:  CONTINGENCIES

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


NOTE  11:  GOING  CONCERN

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

     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  these  financial statements. The Company is attempting to raise
additional  equity  capital, which could be used to fully pay all payroll taxes.
However,  the length of time the Company can continue as a going concern without
paying  these  payroll  taxes  is  unknown.


NOTE  12:  UNISSUED  SHARES  OF  COMPANY  STOCK

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



                                       30
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE  13:  STOCK  COMPENSATION

     General  and  administrative  expenses of $1,887,167 and $2,215,755 for the
periods  ended  December  31,  2002 and 2001 respectively, includes $458,000 and
$847,407  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
2,123,333  and  817,625  shares  during  the periods ended December 31, 2002 and
2001,  respectively.  The  value of the stock exchanged was an average estimated
value  of approximately $.22 and $1.04 per share, for the periods ended December
31,  2002 and 2001, respectively. Therefore, $458,000 and $847,407 were recorded
as general and administrative expense during the periods ended December 31, 2002
and  2001,  respectively.
















                                       31
<PAGE>

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

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

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

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

<TABLE>
<CAPTION>
                                                           Office Held          Term of
         Person                  Office                       Since              Office
         ------                  ------                    ------------         -------
<S>                       <C>                                  <C>                <C>
J.  D.  Arvidson,  64     Chief  Executive  Officer,           1992               2003
                          Chief Financial Officer and
                          Director

C.  O.  Sage,  69         Vice  President  and  Director       1992               2003

General  Gerald  Hahn,
  USAF  (Ret.),  64       Chairman of the Board of             1997               2003
                            Directors
</TABLE>

     J.  D.  "Jim"  Arvidson.  Mr.  Arvidson  has  34  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.

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

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 $185,988
of  compensation  in  the last fiscal year for their services in all capacities.

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

                                       32
<PAGE>
<TABLE>
<CAPTION>
                                                               Long Term Compensation
                                                               ----------------------
                                             Awards
                                     ------------------------
       Annual  Compensation                        Securities
-----------------------------------
                                                   Underlying        Payouts
                       Other Annual  Restricted    Options/     LTIP     All  Other
Year   Salary   Bonus  Compensation  Stock Awards  SARS         Payouts  Compensation
----   ------   -----  ------------  ------------  -----------  -------  ------------
<S>   <C>         <C>  <C>           <C>             <C>          <C>      <C>
2002  $120,000    0    0             0               0            0        0

2001  $120,000    0    0             0               0            0        0

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

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

     TechLite  has  no  employment  contracts  with  any  employees.

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

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

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

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following table shows information as of March 31, 2003 with respect to
each  beneficial  owner  of  more  than  5% of each class of voting stock of the
Company  and  to  each of the officers and directors of the Company individually
and  as  a  group:

<TABLE>
<CAPTION>
TechLite                                  No.  of  Shares      %  of  Class
--------                                  ---------------      ------------
<S>                                           <C>                   <C>
J.D.  Arvidson                                681,973                8.5
9316  North  147th  East  Avenue
Owasso,  OK  74136

C.O.  Sage                                    232,292(1)             2.9
7902  South  70th  East  Place
Tulsa,  OK  74133

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


                                       33
<PAGE>

Officers and Directors
  as a group (3 persons)                      915,265               11.4
</TABLE>


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

(2)     Less  than  one  percent.

ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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

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.


                                       34
<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.













                                       35
<PAGE>
                                   SIGNATURES


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

                                      TECHLITE,  INC.



Date:  April  15,  2003               By:  /s/  J.D.  Arvidson
                                           -------------------------------------
                                           J.D.  Arvidson,  Chief  Executive
                                             Officer

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



Date:  April  15,  2003                    /s/  C.O.  Sage
                                           -------------------------------------
                                           C.O.  Sage,  Vice  President
                                             and  Director



Date:  April  15,  2003                    /s/  J.D.  Arvidson
                                           -------------------------------------
                                           J.D.  Arvidson,  Chief  Executive
                                             Officer, Chief Financial Officer
                                             and Director



Date:  April  15,  2003                    /s/  Gerald  Hahn
                                           -------------------------------------
                                           Gerald  Hahn,  Director












                                       36
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  J.D.  Arvidson,  Chief  Executive  Officer  of the registrant, certify that:

     1.     I have reviewed this annual report on Form 10-KSB of TechLite, Inc.;

     2.     Based  on  my  knowledge,  this  annual  report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
annual  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

          a.     designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

          b.     evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  annual  report  (the  "Evaluation  Date");  and

          c.     presented  in  this  annual  report  our  conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

          a.     all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

          b.     any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  annual  report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date:  April  15,  2003                    /s/  J.D.  Arvidson
                                           -------------------------------------
                                           J.D.  Arvidson
                                           Chief  Executive  Officer

                                       37
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  J.D.  Arvidson,  Chief  Financial  Officer  of the registrant, certify that:

     1.     I have reviewed this annual report on Form 10-KSB of TechLite, Inc.;

     2.     Based  on  my  knowledge,  this  annual  report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
annual  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

          a.     designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

          b.     evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  annual  report  (the  "Evaluation  Date");  and

          c.     presented  in  this  annual  report  our  conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

          a.     all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

          b.     any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  annual  report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date:  April  15,  2003                    /s/  J.D.  Arvidson
                                           -------------------------------------
                                           J.D.  Arvidson
                                           Chief  Financial  Officer


                                       38
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection  with  the accompanying Annual Report of TechLite, Inc. (the
"Company")  on  Form 10-KSB for the year ended December 31, 2002 (the "Report"),
I, J.D. Arvidson, Chief Executive Officer of the Company, hereby certify that to
my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.



Dated:  April  15,  2003
                                           /s/  J.D.  Arvidson
                                           -------------------------------------
                                           J.D.  Arvidson
                                           Chairman and Chief Executive Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-K  or  as  a  separate  disclosure  document.


















                                       39
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection  with  the accompanying Annual Report of TechLite, Inc. (the
"Company")  on  Form 10-KSB for the year ended December 31, 2002 (the "Report"),
I, J.D. Arvidson, Chief Financial Officer of the Company, hereby certify that to
my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.



Dated:  April  15,  2003
                                           /s/  J.D.  Arvidson
                                           -------------------------------------
                                           J.D.  Arvidson
                                           Chief  Financial  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-K  or  as  a  separate  disclosure  document.
















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