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, 2001

                                       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:  $805,928.

     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:  $1,043,354 computed by reference to
the  $0.20  average  of the bid and asked price of the Company's Common Stock on
March  20,  2002.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the latest practicable date: 6,390,755 shares of Common
Stock,  $0.001  par  value,  as  of  March  29,  2002.

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                       11
          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                                                  12

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

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

Item  7.  Financial  Statements                                               17

                                        3
<PAGE>


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

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

Item 10.  Executive  Compensation                                             33

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

Item  12.  Certain  Relationships  and  Related  Transactions                 34

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

Signatures                                                                    36












                                        4
<PAGE>
ITEM     1.     DESCRIPTION  OF  BUSINESS

     BUSINESS  DEVELOPMENT

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

     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

                                        5
<PAGE>
building  to  be  retrofitted.  TechLite  has  designed  a  proprietary, custom,
energy-audit  software  program  that  computes  upgrade solutions and potential
energy savings.  This energy audit program is one of the tools TechLite utilizes
to  provide  a  consistent  quality approach and maximum energy savings for each
project.

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

     The  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

                                        7
<PAGE>
     between  utility  companies  for  billions  of dollars of electrical supply
     contracts  and  bundled  services  (including  energy  efficient  lighting
     retrofits)  is  underway  in  20  states  to  date.

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

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

     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

                                        8
<PAGE>

-    State-of-the-art  energy  efficient  lighting  fixtures  and  retrofit
     components
-    Third-party  project   funding  designed  so  energy  savings  exceed  the
     investment  repayment  schedule
-    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.

                                        9
<PAGE>
     TechLite  Applied  Sciences,  Inc.'s  first major project was  installed in
1994.   Numerous  projects  followed,  were  profitable and included winning one
Energy  Users  News  National  Energy  Efficient  Lighting  Award.

     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.

                                       10
<PAGE>
Government  Approval  of  Principle  Products
---------------------------------------------

     All  TechLite  products  are  UL  approved.

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

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

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

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

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

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

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

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

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

     On  March  29,  2002,  TechLite  employed  18  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.

                                       11
<PAGE>
ITEM     3.     LEGAL  PROCEEDINGS

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

     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.

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

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

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

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

     None

ITEM     5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

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

<TABLE>
<CAPTION>
                               High            Low
                               ----            ---
     2000:
<S>                            <C>             <C>
            2nd  Qtr.          1.875           0.75
            3rd  Qtr.          4.3125          1.5
            4th  Qtr.          4.5             0.875
</TABLE>

                                       12
<PAGE>
<TABLE>
<CAPTION>
     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
</TABLE>

Holders.  Based  on  information provided by our transfer agent, the Company had
638  shareholders  of  record  of  its  common  stock  on  March  29,  2002.

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

     Recent  Sales  of  Unregistered  Securities. During 2001, 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
05-29-01  Karen  R.  Ball  McKeever          800      1,000.00
</TABLE>

                                       13
<PAGE>
<TABLE>
<CAPTION>
<S>                                      <C>         <C>
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>

(1)     Financial  public  relations.

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

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














                                       14
<PAGE>
ITEM     6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

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

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

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

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

     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.
     ------------------------

     In  October  2000,  TechLite changed its fiscal year-end from January 31 to
December  31.  Accordingly,  the following information compares the eleven-month
fiscal  year  that ended December 31, 2000, with a twelve-month fiscal year that

                                       15
<PAGE>
ended  December  31,  2001.  The  following  table  presents, as a percentage of
sales,  certain  selected  financial data for each of the two fiscal years ended
December  31,  2000  and  December  31,  2001:

<TABLE>
<CAPTION>
                                     Year  Ended  December  31
                                         2000          2001
     ---------------------------------------------------------
<S>                                      <C>           <C>
     Sales                               100%          100%
     Cost  of  sales                      81%           75%
     Gross  margin                        19%           25%

     Selling,  general  and
          administrative  expenses       227%          275%

     Net income (loss) before taxes     (201)%        (246)%
</TABLE>

     Sales.
     ------

     Sales  of  $1,003,559  for  the  fiscal  year that ended 12-31-00 (FY 2000)
decreased  by $197,631, or 20 percent,  to sales of $805,928 for the fiscal year
that  ended  12-31-01  (FY  2001).  See  above  discussion.

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

     Gross  margin  of $190,773, or 19 percent of sales in FY 2000, decreased to
$198,426,  or  25  percent  of  sales,  for  FY  2001.

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

     Selling,  general  and administrative expenses decreased from $2,281,848 in
FY 2000, to $2,215,775 in FY 2001, a decrease of $66,073, or three percent, at a
time  when  sales  decreased  by  20  percent.  This decrease is attributable to
reduced  administrative  salaries.

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

     A net loss before taxes of $2,013,245 in FY 2000 decreased to $1,982,237, a
decrease  of  two  percent,  in  FY  2001,  at a time when sales decreased by 20
percent.  This  decrease  in  loss  was  attributable  primarily  to lower sales
volume,  reduced  general  and  administrative  expenses.

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

     Significant  changes  in  several  balance sheet items occurred from fiscal
2000  to  fiscal  2001,  in  particular  the  following:

     -    A  cash  position  of  $67  for  fiscal year  ending December 31, 2000
          increased  to  a  cash  position  of  $81,303  for  fiscal year ending
          December  31, 2001,

     -    contracts  receivable  of $76,935 for  fiscal year ending December 31,
          2000  increased  to $113,389 for fiscal year ending December 31, 2001,

                                       16
<PAGE>
     -    other  receivable  of $3,894 for  fiscal year ending December 31, 2000
          increased  to  $15,685  for  fiscal  year  ending  December  31, 2001,

     -    inventory  of  $35,894 for  year ending December 31, 2000 decreased to
          $7,724  for  fiscal  year  ending  December  31,  2001,

     -    the  costs  in  excess  of  billings' asset  of $7,840 for fiscal year
          ending December 31, 2000 changed to a liability, billings in excess of
          cost,  of  $73,837  for  fiscal  year  ending  December  31,  2001,

     -    the  backlog  of business increased  from $27,454 at December 31, 2000
          to  $207,893  at  December  31,  2001,

     -    the retained deficit increased  from $5,359,203 for fiscal year ending
          December  31,  2000  to  $7,341,440 for year ending December 31, 2001.

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

     TechLite  had  negative  cash flow from operations of $1,265,106 in FY 2000
and  $1,115,807 in FY 2001.  The principal components of FY 2001's negative cash
flow  were  a  net loss from operations of $1,982,237, an increase of $81,677 in
billings  related  to  costs and estimated earnings on uncompleted contracts, an
increase  in  accounts  payable  of  $241,149,  and  an increase of $485,804, in
accrued  liabilities.  This drain on liquidity and capital resources was covered
by  net  borrowings  of  $52,456  and  sale  of  stock  of  $1,145,307.


<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS

          Independent  Accountants' Report                                   18
          Balance  Sheets December 31, 2001 and 2000                         19
          Statements  of  Income  Year  Ended  December  31,  2001
               and  Eleven Months Ended December 31, 2000                    21
          Statements  of  Changes  in  Stockholders'  Equity
               Year  Ended  December  31,  2001  and  Eleven
               Months  Ended  December 31, 2000                              22
          Statements  of  Cash  Flows  Year  Ended  December  31,  2001
               and  Eleven Months Ended December 31, 2000                    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, 2001 and December 31, 2000, and the related statements of income, statements
of  changes  in  stockholders'  equity, and cash flows for the periods (Note 12)
then  ended.  These financial statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of TECHLITE, INC. as of December
31,  2001  and December 31, 2000, and the results of its operations and its cash
flows  for  the  periods  then  ended  in  conformity  with  generally  accepted
accounting  principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going concern.  The Company has suffered recurring losses
from  operations and has a net capital deficiency, which raise substantial doubt
about  its ability to continue as a going concern.  Management's plans regarding
those  matters  are  described  in  Note  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  22,  2002





                                       18
<PAGE>
                                 TECHLITE, INC.

                                 BALANCE SHEETS

                    DECEMBER 31, 2001 AND DECEMBER 31, 2000


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                        DEC 2001      DEC 2000
                                                        --------      --------
<S>                                                    <C>           <C>
CASH                                                   $  81,303     $      67

ACCOUNTS  RECEIVABLE
  Contract receivables                                   113,389        76,935
  Other receivables                                       15,685         3,287

INVENTORY, At Cost                                         7,724        35,894

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

PROPERTY  AND  EQUIPMENT,  At  Cost
  Equipment                                              205,370       205,370
  Furniture and fixtures                                  33,637        33,637
  Building and land                                      400,000       400,000
  Leasehold improvements                                  73,064        73,394
  Autos and trucks                                       198,657       197,607
                                                       ---------     ---------
                                                         910,728       910,008
  Less accumulated depreciation                          413,600       334,019
                                                       ---------     ---------
                                                         497,128       575,989
                                                       ---------     ---------

OTHER ASSETS                                               1,400           301
                                                       ---------     ---------






  Total Assets                                         $ 716,629     $ 700,313
                                                       =========     =========
</TABLE>


See Notes to Financial Statements

                                       19
<PAGE>
                                 TECHLITE, INC.

                                 BALANCE SHEETS

                    DECEMBER 31, 2001 AND DECEMBER 31, 2000



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

<TABLE>
<CAPTION>
                                                       DEC 2001      DEC 2000
                                                       --------      --------
LIABILITIES
<S>                                                   <C>           <C>
  Accounts payable                                    $   989,829   $   748,680
  Accrued wages                                                          79,645
  Payroll and sales tax payable                           171,874       369,425
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                      73,837
  Notes payable and accrued interest                    2,666,367     2,590,121
  Other liabilities                                       739,210
                                                      -----------   -----------
      Total Liabilities                                 4,641,117     3,787,871
                                                      -----------   -----------



STOCKHOLDERS'  EQUITY
  Preferred  stock,  $.001  par  value;  10,000,000
    authorized  shares;  none  issued
  Common stock, $ .001 par value; 40,000,000
    authorized shares; 4,467,422  and  3,364,311
    issued  and  outstanding  at  December  31,
    2001 and 2000, respectively                             4,468         3,364
  Additional paid-in capital                            3,412,484     2,268,281
  Retained earnings (deficit)                          (7,341,440)   (5,359,203)
                                                      -----------   -----------
      Total Stockholders' Equity                       (3,924,488)   (3,087,558)
                                                      -----------   -----------




      Total Liabilities & Stockholders' Equity        $   716,629   $   700,313
                                                      ===========   ===========
</TABLE>


See  Notes  to  Financial  Statements

                                       20
<PAGE>
                                 TECHLITE, INC.

                              STATEMENTS OF INCOME

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                       DEC 2001      DEC 2000
                                                       --------      --------
<S>                                                   <C>           <C>
CONTRACT REVENUES EARNED                              $   805,928   $ 1,003,559

COST OF REVENUES EARNED                                   607,502       812,786
                                                      -----------   -----------

GROSS PROFIT                                              198,426       190,773

GENERAL  AND  ADMINISTRATIVE
  EXPENSES                                              2,215,775     2,281,848
                                                      -----------   -----------

INCOME (LOSS) FROM OPERATIONS                          (2,017,349)   (2,091,075)

OTHER INCOME                                               35,112        77,830
                                                      -----------   -----------

INCOME (LOSS) BEFORE TAXES                             (1,982,237)   (2,013,245)

PROVISION  FOR  INCOME  TAXES
                                                      -----------   -----------

NET INCOME (LOSS)                                     $(1,982,237)  $(2,013,245)
                                                      ===========   ===========

NET INCOME (LOSS) PER SHARE                           $      (.44)  $      (.60)
                                                      ===========   ===========
</TABLE>





See Notes to Financial Statements

                                       21
<PAGE>
                                 TECHLITE, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                         Additional
                                Common     Paid-in     Retained
                                 Stock     Capital     Earnings        Total
                                -------  -----------  ------------  ------------
<S>                             <C>      <C>          <C>           <C>
BALANCE, JANUARY 31, 2000       $ 2,455  $ 1,378,048  $(3,345,958)  $(1,965,455)

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

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

BALANCE, DECEMBER 31, 2000        3,364    2,268,281   (5,359,203)   (3,087, 558)

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

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

BALANCE, DECEMBER 31, 2001      $ 4,468  $ 3,412,484  $(7,341,440)  $(3,924,488)
                                =======  ===========  ===========   ===========
</TABLE>







See Notes to Financial Statements

                                       22
<PAGE>
                                 TECHLITE, INC.

                            STATEMENTS OF CASH FLOWS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES:                   DEC 2001      DEC 2000
                                                       -----------  ------------
<S>                                                   <C>           <C>
  Net income (loss)                                   $(1,982,237)  $(2,013,245)
  Adjustments to reconcile net income to net
    cash  provided  by  operating  activities:
  Depreciation and amortization                            79,882        98,047
  Loss on sale of fixed assets                                            1,828
  Decrease (increase) in contract receivables             (48,852)      257,384
  Decrease (increase) in inventory                         28,170       154,055
  Decrease (increase) in other assets/receivables          (1,400)      342,254
  Net increase (decrease) in billings related
   to  costs  and  estimated  earnings  on
   uncompleted contracts                                   81,677      (220,873)
  Increase (decrease) in accounts payable                 241,149        59,097
  Increase (decrease) in other accrued liabilities        485,804        56,347
                                                      -----------   -----------
      Net cash used in operating activities            (1,115,807)   (1,265,106)
                                                      -----------   -----------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
  Proceeds from sale of fixed assets                          330           900
  Acquisition of equipment                                 (1,050)      (10,114)
                                                      -----------   -----------
      Net cash used in investing activities                  (720)       (9,214)
                                                      -----------   -----------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
  Principle payments on notes payable                  (1,875,100)   (2,471,968)
  New borrowings                                        1,927,556     2,729,024
  Sale of stock                                         1,145,307       891,142
                                                      -----------   -----------
      Net cash provided by financing activities         1,197,763     1,148,198
                                                      -----------   -----------

NET  INCREASE  IN  CASH  AND
CASH EQUIVALENTS                                           81,236      (126,122)

CASH  AND  CASH  EQUIVALENTS  AT
BEGINNING OF YEAR                                              67       126,189
                                                      -----------   -----------

CASH  AND  CASH  EQUIVALENTS  AT
END OF YEAR                                           $    81,303   $        67
                                                      ===========   ===========
</TABLE>


See Notes to Financial Statements

                                       23
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000


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

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

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

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

     Revenues  from  fixed-price  construction  contracts  are recognized on the
percentage-of-completion method, measured by the percentage of costs incurred to
date  to  estimated  total costs for each contract.  This method is used because
the  Company  considers  expended  costs  to  be  the  best available measure of
progress  on  these  contracts.    Because  of  the  inherent  uncertainties  in
estimating  costs,  it  is  at least reasonably possible that the estimates used
will  change  within  the  near  term.

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

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


                                       24
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000


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

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

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

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

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

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

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


NOTE  2:     CONTRACT  RECEIVABLES

Contract  receivables  consist  of:
<TABLE>
<CAPTION>
                                                      DEC 2001       DEC 2000
                                                      --------       --------
     Billed
<S>                                                 <C>             <C>
       Completed contracts                          $    64,167     $    76,935
       Contracts in progress                             49,222
                                                    -----------     -----------

                                                    $   113,389     $    76,935
                                                    ==========      ===========
</TABLE>

                                       25
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000



NOTE  3:     COSTS  AND  ESTIMATED  EARNINGS  ON  UNCOMPLETED  CONTRACTS

Costs,  estimated earnings, and billings on uncompleted contracts are summarized
as  follows:
<TABLE>
<CAPTION>
                                                       DEC 2001      DEC 2000
                                                       --------      --------
<S>                                                   <C>           <C>
     Costs incurred on uncompleted contracts          $    98,382   $     6,664
     Estimated earnings                                    34,256         1,176
                                                      -----------   -----------
                                                          132,638         7,840
     Billings to date                                     206,475
                                                      -----------   -----------

                                                      $   (73,837)  $     7,840
                                                      ===========   ===========

     Included  in  the  accompanying  balance
     sheet  under  the  following captions:
       Billings in excess of costs and estimated
         earnings on uncompleted contracts            $    73,837
                                                      ===========
       Costs in excess of billings and estimated
         earnings on uncompleted contracts                          $     7,840
                                                                    ===========
</TABLE>


NOTE  4:     NOTES  PAYABLE

<TABLE>
<CAPTION>
                                                       DEC 2001      DEC 2000
                                                       --------      --------
     Unsecured notes payable, due on demand,
<S>                                                   <C>           <C>
       at 8% to 10%                                   $   222,322   $   187,111
     Notes payable, collateralized by equipment,
       due in monthly installments plus  interest
       through September 2002, at 5.75%                    27,344        56,010
     Unsecured line of credit, at 16.75%                   24,665        30,946
     Line of credit, secured by factored accounts
       receivable, accounts receivable, contracts
       receivable, inventory and fixed assets,
       due June 2001 and December 2001,  at 12%                       1,051,950
     Note payable, collateralized by 750,692 shares
       of Company stock owned by  two  officers  and
       additional  real  estate  owned  by  one
       officer,  due November  2001,  at  5.75%           250,830       250,830
</TABLE>


                                       26
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000


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%                           1,032,189
     Note payable, collateralized by Company stock,
       real estate and vehicles, due  July 2006,
       at  8.75%                                          143,088
     Note payable, collateralized by contracts
       receivable and accounts receivable, due
       March 2001, at 10.5%                                              50,135
     Note payable, collateralized by accounts
       receivable, due in monthly installments
       plus interest through March  2003, at 11%                         19,880
     Unsecured notes payable to company officers,
       due March 2001, at 8%                              119,232       107,565
     Note  payable, collateralized by 8300 shares
       of Emerson Electric stock owned by a Company
       shareholder, due September 2002, at 5.75%          395,100       395,100
     Notes  payable,  building  and land, due in
       monthly installments plus interest through
       October  2013, at  9%                              359,929       372,716
                                                      -----------   -----------
                                                        2,574,699     2,522,243
     Accrued interest                                      91,668        67,878
                                                      -----------   -----------

                                                      $ 2,666,367   $ 2,590,121
                                                      ===========   ===========
</TABLE>

Interest  expense incurred during the year ended December 31, 2001, is $265,076.
Interest  actually  paid  during  the  year ended December 31, 2001 is $228,616.

Aggregate  annual  maturities  of  debt  at  December  31,  2001,  are:
<TABLE>
<CAPTION>
<S>                                                   <C>
          2002                                        $  1,081,554
          2003                                             161,933
          2004                                             294,672
          2005                                             316,998
          2006                                             327,356
          Thereafter                                       392,186
                                                      ------------
                                                      $  2,574,699
                                                      ============
</TABLE>

                                       27
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000


NOTE  5:     PROPERTY  AND  EQUIPMENT

     Property and equipment consist of buildings, vehicles, equipment, furniture
and  leasehold  improvements.  The  vehicles  and equipment are depreciated over
five  years,  furniture  is depreciated over seven years, leasehold improvements
are  depreciated  over  ten  years  and buildings are depreciated over 25 years.
Accumulated  depreciation  is  summarized  as  follows:

<TABLE>
<CAPTION>
                                                        DEC 2001     DEC 2000
                                                      -----------  ------------
<S>                                                  <C>           <C>
     Buildings                                       $     60,400  $     45,000
     Vehicles                                             160,772       130,066
     Equipment                                            147,326       122,320
     Furniture                                             20,353        17,338
     Leasehold improvements                                24,749        19,295
                                                     ------------  ------------

                                                     $    413,600  $    334,019
                                                     ============  ============
</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 2001     DEC 2000
                                                      -----------  ------------
<S>                                                  <C>           <C>
     Computed at the statutory rate of 34%           $  (673,961)  $  (684,503)
     Increase  in  tax  resulting  from:
       Net operating loss carryforward allowance         673,961       684,503
                                                     -----------   -----------

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


                                       28
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000


NOTE  7:     BACKLOG

          The  following  schedule  summarizes  changes  in backlog on contracts
during  the  year  ended  December 31, 2001 and eleven months ended December 31,
2000.  Backlog  represents  the amount of revenue the Company expects to realize
from  work  to be performed on uncompleted contracts in progress at year end and
from  contractual  agreements  on  which  work  has  not  yet  begun.

<TABLE>
<CAPTION>
                                                        DEC 2001     DEC 2000
                                                      -----------  ------------
<S>                                                  <C>           <C>
      Backlog, beginning of year                     $     27,454  $    403,267
      New contracts during the year                       980,333       793,129
      Contract adjustments                                  6,034      (165,383)
                                                     ------------  ------------
                                                        1,013,821     1,031,013
      Less contract revenues earned during the year       805,928     1,003,559
                                                     ------------  ------------
      Backlog, end of year                           $    207,893  $     27,454
                                                     ============  ============
</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, 2001 and December 31, 2000, the Company recorded $1,400 and
$301  respectively,  as other assets.  Other assets at December 31, 2001 include
$1,400  for  cash deposits with a utility company.  Other assets at December 31,
2000  include  $301  associated  with producing a sales video which is amortized
over  4  years.



                                       29
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000


NOTE  10:     CONTINGENCIES

     The  Company  is  a  defendant  in,  and  is threatened with, various legal
proceedings  with  respect  to  certain  vendor creditors.  The Internal Revenue
Service  has also filed a federal tax lien with respect to unpaid payroll taxes.
Management  believes  the  ultimate liability, to the extent not provided for in
amounts  currently  recorded as liabilities in the financial statements, are not
likely  to  have a material effect on the financial statements taken as a whole.


NOTE  11:     GOING  CONCERN

     Management  is  continuing  to  develop   strategic  alliances  with  other
companies  to  complement 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.


NOTE  12:      CHANGE  IN  FINANCIAL  REPORTING  YEAR

     The  Board  of Directors changed the Company's fiscal year end from January
31 to December 31.  These financial statements have been prepared to reflect the
Company's financial activities for year January 1, 2001 to December 31, 2001 and
the  eleven  month  period  February  1,  2000  to  December  31,  2000.


NOTE  13:      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, 2001, this
stock  was  not  issued.  The  Company  will  issue  this stock during the first
quarter  of  2002.  The  only  reflection of this transaction in these financial
statements  is  the  receipt  of  cash  and  recording  of  other liabilities of
$739,210.  The  number  of  shares  of  Company  stock issued and outstanding at
December  31,  2001  and  the net loss per share do not reflect these additional
shares  as  they  were  not  issued  at  December  31,  2001.


                                       30
<PAGE>
                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

     YEAR ENDED DECEMBER 31, 2001 AND ELEVEN MONTHS ENDED DECEMBER 31, 2000


NOTE  14:     STOCK  COMPENSATION

     General  and  administrative  expenses of $2,215,755 and $2,281,848 for the
periods  ended  December  31, 2001 and 2000, respectively, includes $847,406 and
$81,831  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
817,625  and 379,966 shares during the periods ended December 31, 2001 and 2000,
respectively.  The  value  of the stock exchanged was an average estimated value
of  approximately  $1.04  and $.22 per share, for the periods ended December 31,
2001  and  2000,  respectively.  Therefore, $847,406 and $81,831 was recorded as
general  and  administrative  expense during the periods ended December 31, 2001
and  2000,  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, 63      Chief Executive Officer,
                          Chief Financial Officer
                          and Director                       1992        2002
C.  O.  Sage,   68      Vice  President  and  Director       1992        2002
General Gerald Hahn,
  USAF  (Ret.),  63     Chairman of the Board of
                          Directors                          1997        2002
Andy  Loosberg,  52     Executive  Vice  President           2002        2002
</TABLE>

     J.  D.  "Jim"  Arvidson.  Mr.  Arvidson  has  33  years  of  experience  in
construction  contracting  and  management.  He  was engaged for 23 years in the
design  and  construction of grain silos, forage silos and mechanical conveyance
systems.  He  was  then  involved  in  the construction of commercial buildings,
which  construction  involved  interior  lighting  design.  Mr. Arvidson was the
principal  founder  of  TechLite  Applied  Sciences  and was its chief executive
officer  since  its  founding  in  1992  until  it merged with TechLite in 1999.

     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.


                                       32
<PAGE>

     Andy  Loosberg.  Mr.  Loosberg  has  over  25  years  of  experience in the
lighting  industry.  He received a B.A. degree in economics from York University
in  Toronto,  Ontario,  Canada  in  1980.  From 1990 to 1996, Mr. Loosberg owned
Applied  Lighting,  Inc. in Palatka, Florida, an energy services company engaged
in the supply and contracting of commercial energy services, including extensive
experience  managing multiple projects and mega projects.  From 1997 to 2000, he
was  vice  president  of sales and marketing for Reflect-A-Light, Inc., managing
and  directing  all  of Reflect-A-Light's sales of reflectors and light fixtures
for  national  and  international  accounts.  From  2000  to  2001, he served as
executive vice president of American Lighting & Supply, Inc., an energy services
company  in  Middleburg,  Virginia,  where  he  managed  all  facets  of company
operations.  Mr.  Loosberg  joined  TechLite  in  February  2002.

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 $226,600
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:

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

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

1999   $95,000    0    0             0             0            0        0
</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:

                                       33
<PAGE>

     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 29, 2002 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
9316  North  147th  East  Avenue
Owasso,  OK  74136                          678,400                10.6

C.O.  Sage
7902  South  70th  East  Place
Tulsa,  OK  74133                           247,292(1)              3.9

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

Andy  Loosberg
13908  East  83rd  Street  North,  #206
Owasso,  OK  74055                                -                   -

Officers  and  Directors  as
a  group  (4  persons)                      926,692                14.5
----------------------------------
</TABLE>

(1)  These  shares  are  held  in  joint  tenancy  with right of survivorship by
     C.O.  Sage  and  Carol E. Sage, husband and wife, who own 247,292 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

                                       34
<PAGE>

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

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

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

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

     Exhibit                              Item

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

       3.1        -     Articles  of  Incorporation  of  TechLite,  Inc.*

       3.2        -     Bylaws  of  TechLite,  Inc.*

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


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

(b)     Reports  on  Form  8-K

        None.












                                       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  11,  2002               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  11,  2002                 /s/  C.O.  Sage
                                        ----------------------------------------
                                        C.O.  Sage,  Vice  President
                                          and  Director



Date:  April  11,  2002                 /s/  J.D.  Arvidson
                                        ----------------------------------------
                                        J.D.  Arvidson,  Chief  Executive
                                         Officer,  Chief  Financial Officer  and
                                         Director



Date:  April  11,  2002
                                        ----------------------------------------
                                        Gerald  Hahn,  Director



Date:  April  11,  2002                 /s/  Andy  Loosberg
                                        ----------------------------------------
                                        Andy Loosberg, Executive Vice  President







                                       36