SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                FORM 10-KSB

            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                         -----------------

                      COMMISSION FILE NO.: 0-7087


                         LITEGLOW INDUSTRIES, INC.
               ----------------------------------------------
               (Name of Small Business Issuer in its Charter)

             Utah                                       65-0516403
---------------------------------                   -------------------
(State or other jurisdiction                           (IRS Employer
of incorporation or organization)                   Identification No.)


       2301 N.W. 33rd Court, Unit 104, Pompano Beach, Florida 33069
       ------------------------------------------------------------
       (Address of principal executive offices, including zip code)

                              (954) 971-4569
                        ---------------------------
                        (Issuer's telephone number)


            -----------------------------------------------------
            (Former name, former address, and former Fiscal Year,
                      if changed since last report)


          Securities registered pursuant to Section 12(b) of the Act:

               None                                      None
        ---------------------                   ----------------------
	(Title of Each Class)			(Name of Each Exchange
                                                  on which Registered)

              Securities registered pursuant to 12(g) of the Act:

                    Common Stock, par value $.001 per share
                    ---------------------------------------
                              (Title of Class)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Issuer was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                    Yes  [x]   No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of Issuer'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]

As of March 31, 2001, there were 4,274,954 shares of the Registrant's
Common Stock issued and outstanding.



<PAGE>                            -1-



                        LITEGLOW INDUSTRIES, INC.



                            TABLE OF CONTENTS

                                                            Page
PART I                                                      ----
------

Item 1.  Business............................................ 3

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

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

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

PART II
-------

Item 5.  Market for Company's Common Equity
           And Related Stockholder Matters................... 13

Item 6.  Management's Discussion and
           Analysis or Plan of Operations.................... 15

Item 7.  Financial Statements and Supplementary Data......... 17

Item 8.  Change in and Disagreements
           with Accountants on Accounting
           and Financial Disclosure.......................... 17

PART III
--------

Item 9.  Directors, Executive Officers, Promoters
           and Control Persons; Compliance with
           Section 16(a) of the Exchange Act................. 17

Item 10. Executive Compensation.............................. 19

Item 11. Security Ownership of Certain
           Beneficial Owners and Management.................. 20

Item 12. Certain Relationships and Related Transactions...... 20

Item 13. Exhibits, Financial Statement
           Schedules and Reports on Form 8-K................. 21

SIGNATURES



<PAGE>                            -2-



                                 PART I

ITEM 1.	DESCRIPTION OF BUSINESS
        -----------------------

	Corporate History
        -----------------

        Liteglow Industries, Inc. (the "Company") is engaged in the
design, manufacture and sale to wholesalers and retailers of
automotive aftermarket accessories and specialty products.  The
Company was incorporated in Utah on April 25, 1984, under the name
Graphic Connections, Inc.  In September 1984, the Company completed an
offering of $30,000 of its common stock on a "blind-pool, blank-check"
basis, the Company having no specific use of proceeds at the time that
the offering was completed.  In the fall of 1984, the Company changed
its name to Monte de Oro of Utah, Inc., and entered into the mining
business which was not successful.  In 1985, the Company changed its
name to Confetti, Inc. pursuant to a merger with a Utah corporation of
that name, and assumed the operation of an Italian style restaurant.
The restaurant failed in October 1985, at which time the Company
ceased doing business.

	The Company remained inactive from October 1985 until its merger
with Liteglow Industries, Inc., a Florida corporation ("Liteglow
Florida"), on August 8, 1996.  The merger was effected by the Company
to provide the Company with an operating business.  Liteglow Florida
entered into the merger to provide access to investment capital which
Liteglow Florida believed would be available to it upon its merger
into the public Company.  Pursuant to the merger agreement between the
Company and Liteglow Florida, the shareholders of Liteglow Florida
were issued one share of the Company's common stock for each of their
shares of Liteglow Florida common stock, so that upon the completion
of the merger the shareholders of Liteglow Florida held 122,250
shares, or 77.69%, and the existing shareholders of the Company held
35,099 shares, or 22.31%, of the Company's issued and outstanding
common stock.  Upon completion of the merger, the shareholders of
Liteglow Florida assumed control of the Company.  Concurrently with
the merger, the Company assumed the ongoing business of Liteglow
Florida, which business is described in the succeeding paragraphs
under this caption "Description of Business," and the Company changed
its name to Liteglow Industries, Inc.

	On October 10, 1997, Liteglow Acquisition Corp., a subsidiary of
the Company, merged with KJK Marketing, Inc. ("Low Glow"), a Florida
corporation, with Liteglow Acquisition Corp. being the surviving
corporation.  Pursuant to the merger agreement between Liteglow
Acquisition Corp. and Low Glow, the shareholders of Low Glow received
7,500 shares of the Company's common stock having an agreed value of
$150,000 and cash of $100,000 payable $50,000 at closing and $50,000
thirty (30) days after closing.  Subsequent to closing, the Company
paid the promissory note in full.  The Company was required by the



<PAGE>                            -3-



merger agreement to provide additional shares to the shareholders of
Low Glow in the event that the fair market value of their shares was
less than $150,000 on October 10, 1999.  In October 1999 the Company
issued 92,200 shares of its common stock to the former shareholders of
Low Glow pursuant to that provision of the merger agreement.  See
"Description of Securities--Common Stock."

	On October 10, 1998, the Company, through its wholly-owned
subsidiary, Liteglow Industries of California, Inc. ("Liteglow
California"), acquired certain assets of Ronald Basoff, an individual
doing business as B&B Associates in Van Nuys, California.  Mr.
Basoff's business consisted of the manufacture, but not the
installation, of car alarms for sale on a wholesale and retail basis,
which the Company's management believed to be a good business
opportunity for the Company.  The B&B Associates assets consisted
primarily of car alarm parts and accessories. In consideration of the
assets acquired, Liteglow California paid Mr. Basoff $50,000 in cash
at closing, delivered to him its $100,000 promissory note, and also
delivered to him 16,667 restricted shares of the Company's common
stock.  The asset purchase agreement also required that the Company
provide Mr. Basoff with additional shares of common stock in the event
that the shares of common stock delivered to him at closing did not
have a market value of at least $100,000 on the second anniversary of
the closing.

	Subsequent to the closing of the B&B Associates acquisition, the
parties had a series of disagreements.  These disagreements included
disputes over accounts payable and receivable, inventory control, and
reports which Company management anticipated that B&B Associates would
provide on a daily and other periodic basis.  In February 1999 the
Company paid $15,000 of the principal amount of the $100,000
promissory note, but did not make any additional payment after it
determined that Mr. Basoff was not operating the business of Liteglow
California in accordance with his agreement with the Company and
standard business practices.  Liteglow California terminated its B&B
Associates business in March 1999, and has recorded an estimated loss
of $382,899 from its investment in B&B Associates.  The Company
believes that this loss had a material adverse impact on the Company
in 1999.  The Company does not intend to engage in the future in the
car alarm business.  See Part 2, Item 2, "Legal Proceedings," for a
description of the outstanding litigation among the Company, Liteglow
California, and Mr. Basoff.

	On December 31, 1998, the Company's shares of common stock were
reverse split on a one share for sixty share basis.  This Report on
Form 10-KSB states all shares of the Company's common stock on a post-
reverse basis.  See "Description of Securities-Common Stock."



<PAGE>                            -4-



	The Company
        -----------

	The Company's existing business was established by its founder,
Spencer Krumholz, upon the incorporation of Liteglow Florida on August
8, 1994.  With his wife, Arlene Krumholz, Mr. Krumholz, organized that
corporation to design, manufacture and market, under the Liteglowr
trademark and other trademarks and trade names, a diverse line of
automotive aftermarket accessories and specialty products.  Liteglow
Florida's business initially focused on developing a line of
automotive accessories designed to enhance vehicle appearance,
including neon license plate frames and neon under-car lighting
lights, all of which operate on the 12-volt electrical system common
in automobiles. Since the 1996 merger between Liteglow Florida and the
Company, the Company has expanded its product offerings to include
automotive products such as driving and fog lights, which both improve
vehicle operation, as well as decorative accessories such as lighted
dice.

	The Company's neon under-car light products and its neon light
rod products, both of which are described under the caption "Products"
below, each account for approximately fifteen percent (15%) of the
Company's product sales revenues in 2000.  No other product line is
anticipated to account for more than five percent (5%) of the
Company's 2000 revenues.  As the Company continuously develops new
products and consumer tastes change, its revenues from a particular
product line can be expected to change.

	The Company is seeking to position itself in the niche market
catering to the automotive and electronics enthusiasts.  This market
is characterized by owners who are generally more affluent than the
typical automobile owner and view their automobiles as a personal
statement or means of recreation rather than just basic
transportation.  By maintaining and enhancing close relationships with
its suppliers, customers, and ultimate consumers, the Company believes
that it is well positioned to anticipate and identify the changing
interests of consumers.  The Company's business objectives are to
establish itself rapidly as the largest specialty distributor of
automotive aftermarket accessories using the common automotive 12-volt
electrical system, and to expand its position in the automotive
aftermarket and electronics industries by introducing new products,
acquiring compatible businesses, and expanding its presence in all
channels of distribution.  The Company's customers are limited to
wholesale and retail businesses, and the Company does not sell to
consumers.  The Company currently offers over 200 products to
approximately 2,000 customers.  The Company intends to continue its
efforts to expand and diversify its product lines in order to respond
more effectively to consumer needs and to broaden its customer base.



<PAGE>                            -5-


	Market Overview
        ---------------

	The Company's business strategy is to direct its sales and
marketing efforts to outlets that cater to the niche market of
automotive and electronic enthusiasts purchasing automotive
aftermarket accessories and specialty products.  The Company believes
that its products are unusual and, consequently, not sensitive to the
normal discounting pressures faced by products that are more of a
commodity-like nature and sold in more conventional outlets.  In the
year ended December 31, 2000, approximately 85% of the Company's sales
were made to wholesalers and independent retailers of electronic and
automotive products. The balance of the Company's sales during that
period were made to mass merchandisers and chain stores.

	The Company employs several principal marketing programs to reach
its targeted outlets.  These programs, which are explained below under
the caption "Distribution, Sales and Marketing," include the use of
independent sales representatives nationally, a significant presence
at the three principal industry trade shows held annually, the use of
its internal telemarketing department, and advertising in magazines
and trade publications.

	Business Strategy
        -----------------

	The business objective of the Company is to establish itself
rapidly as the largest specialty distributor of 12-volt electronic
auto accessories and to expand its position in the automotive
aftermarket products market by introducing new products and expanding
its presence in all channels of distribution.  The Company plans to
achieve its business objective by continuing to actively research and
identify new and innovative products that it believes will provide
attractive profit margins, promoting brand name recognition and
maintaining a strong commitment to customer service.  The Company's
strategy to achieve this objective includes the following key
elements:

	Innovative Products. The Company intends to focus its efforts on
developing lines of accessory and specialty, rather than replacement,
aftermarket products and to differentiate its product offerings by
manufacturing or acquiring products incorporating the latest
technology, innovative designs and advanced components.  For example,
the Company's Neon Under-Car Lighting Kits incorporate innovative
electronic components and high impact glass of a standard that is
higher than the industry norm.

	Quality Control;  Brand Name Recognition.  The Company is
committed to providing high quality products.  The Company closely
monitors the manufacturing process of its suppliers and tests its
products in order to assure quality and reliability, which the Company



<PAGE>                           -6-



believes are critical elements for success in the automotive
aftermarket products market.  Historically, the Company's rate of
return for defective products averages only approximately two to two
and one-half percent of sales.  The Company has engaged persons in
China to perform quality control inspections at manufacturing sites.
The Company believes that by consistently offering high-quality
products it will continue to build brand name recognition and loyalty.
Brand name recognition is important because, among other things, brand
name products often command premium prices but can be produced at
relatively low cost, resulting in higher margins.

	Commitment to Multiple Product Categories.  The Company is
committed to consistently offering products in multiple categories in
order to enhance loyalty among its customers and brand name
recognition.  In addition, the Company believes that by diversifying
its product offerings it will be better able to respond more
effectively to changes in consumer needs.  The Company intends to
increase its product offerings by entering into distribution
agreements with manufacturers of products that meet the Company's
criteria.  In addition, the Company intends to identify and acquire
single proprietary products and other manufacturers with promising
product lines that lack sufficient resources or know-how to
effectively market their products.

	Service Commitment.  The Company emphasizes a high level of
service in all aspects of its business, including identifying consumer
demand for new products, providing fast and efficient product
delivery, maintaining responsive warranty service, and maintaining
product and market knowledge.

	Marketing.  The Company's marketing efforts are conducted by Mr.
Krumholz, Chairman and CEO, and Michael Krumholz, President of the
Company, and through independent sales representative agencies.  The
Company has recently developed an in-house telemarketing department.

	Products
        --------

	The Company currently markets a broad line of 12-volt,
appearance-enhancing automotive accessories and related replacement
parts to electronic dealers and specialty auto stores, including the
following products:


	Neon Under-Car Lighting Kits:  These kits contain two or four
25mm neon hi-impact neon light tubes.  The two-tube kit contains two
three-foot  tubes and the four-tube kit contains two three-foot and
two four-foot tubes.  The lights are available in six brilliant colors
and can be attached to spring loaded mounting brackets installed on
the sides, front and back of a vehicle.  The top surface of the tubes



<PAGE>                            -7-



has chrome reflective foil for maximum lighting effect.  The tubes are
factory pre-wired for extra safety and simplified installation.

	Neon Lite Rods: The neon light rods are suitable for exterior and
interior use on all vehicles, as well as boats.  The light rods can be
purchased in three sizes:  the WARP-8 (eight-inch tubes), the WARP-15
(fifteen-inch tubes), and the WARP-24 (twenty-four inch tubes).  Each
light rod kit contains wire, one switch, one in-line fuse and built in
electronic transformer plus hardware.  All WARP neon light rods are
available in six bright neon colors.

	Neon Shift Knobs:  The Mood Glow neon shift knobs feature a 3-way
switch, which turns the lighted knob on or off or causes it to flash.
The shift knobs fit most standard shift vehicles, are easily installed
and are available in six bright neon colors.

	Neon License Plate Frames:  The neon license plate frames are
made from high impact optical acrylic and have a 12-volt built-in
transformer.  The kits contain mounting hardware, instructions and a
reversible frame for light diffusion.  The neon license plate frames
are available in eight bright neon colors.

	Strobe Lights:  The Company's strobe lights can be used on all
vehicles, including boats, snowmobiles and all-terrain vehicles.  The
strobe lights produce an intense flash twice per second making them an
excellent emergency, safety light and back-up warning light.  They
also enhance alarm systems and can give dramatic under-car lighting
effects.  The strobe lights are available in five bright colors.

	Mini-Beam Fog Light Kits:  These kits consist of two fog lights
that feature a hi-tech, unique ion-coated lens, an 50-watt halogen
bulb, a compact aluminum housing, and plug-in connectors with relay,
and are SAE, DOT and E-Mark approved.  The glare free convex lens
system creates a flat beam for excellent road illumination in
inclement weather.  Their lights are offered in a blue or yellow tint.

	Mini-Beam Driving Light Kits:  These kits consist of two driving
lights that feature a hi-tech ion-coated lens, an 85-watt halogen
bulb, a compact, composite housing, and plug-in connectors with relay,
and are SAE, DOT and E-Mark approved.  The ion-coated lens increases
the effectiveness of the light source.  The lights are easily
installed and fit most cars, trucks and off-road vehicles.  The lights
are offered in a blue or yellow tint.

	Neon Speaker Ring Kits:	The Company manufactures 10-inch and
12-inch neon speaker ring kits.  Each kit contains two speaker rings



<PAGE>                            -8-



with built-in light dancer and a supersensitive switch unit which
allows neon to dance to music.  The speaker rings come in four colors.

	Light Dancer Music Interface:  This product allows any 12-volt
neon accessory to dance to music.  This kit can be installed with any
under car kit, neon tube, speaker ring assembly, antenna rod, neon
shift knob, or other neon accessory.

	Black Light:  The Company manufactures a 12-volt DC black light
which enhances the intensity of colors by making them appear to glow
in the dark.  The kit consists of an 18-inch black light, switch,
online fuse, and accessory wire and hardware.

	Standard Underbody Kit:  The Company's Low Glow subsidiary
manufactures a standard underbody kit in thirteen vibrant colors.
Each kit contains two 48-inch tubes, two 32-inch tubes, mounting
hardware, heavy duty on/off switch and an efficient power supply, and
is all American made.

	Radicolor Underbody Kit:  Low Glow's radicolor underbody kit is
100% American made and combines two or more colors in the same neon
tube.  The kit consists of two 48-inch tubes, two 42-inch tubes,
mounting hardware, heavy duty on/off switch, and an American made
power supply (transformer).  It is presently the only multi-color neon
underbody kit on the market.

	The Company has recently begun shipping several new accessory
items, such as hang-up lighted dice, lighted soccer ball, lighted
eight-ball, and a brand new lighted skeleton (battery powered).  These
accessories will be carried by auto accessory chains, mass
merchandisers, retailers and mail order marketers.

	Management believes it understands the needs and preferences of
consumers based on a combination of its own extensive experience and
the continual input it receives from wholesales, retailers, auto
enthusiasts and others regarding new products or improvements to
existing products.  The Company remains in close contact with its
wholesalers, retailers and consumers through participation in industry
trade shows and other events in order to anticipate new trends and
introduce innovative accessories in advance of its competitors.  As a
result, the Company believes it is well positioned to introduce new
products that are responsive to the needs of its customers and
ultimate consumers.

	Distribution, Sales and Marketing
        ---------------------------------

	Management is responsible for approximately 75% of the Company's
sales revenues.  In addition to the marketing and sales efforts of



<PAGE>                           -9-



management, the Company currently markets and sells its products
directly through independent sales representatives, who account for
about 20% of sales revenues, 5% of sales are attributable to internet
marketing.  As of December 31, 2000, the Company  employed twelve (12)
sales representative agencies having in the aggregate approximately
sixty (60) individual sales representatives.  The sales
representatives generally sell to customers on a non-exclusive
territorial basis.  They are paid monthly commissions averaging
approximately 5% of all orders shipped to their accounts and are free
to market products other than the Company's.  All orders for the
Company's products are processed and filled at the Company's executive
offices and warehouse located at 2301 N.W. 33rd Court, Pompano Beach,
Florida, and, as to Low Glow products, at Low Glow's office located at
2649 Mercy Drive, Orlando, Florida 32808.  Although management
believes that the use of independent sales representatives is an
effective method to market its products, the Company intends to
develop its own sales force and uses an in-house telemarketing staff
to augment the marketing efforts of the independent sales
representatives.

	All aspects of the Company's product development and advertising
program are done in house.  The Company's products are sold in
distinctive, full-color, bilingual clam-shell packaging designed to
build brand name recognition and to easily identify the product as
being supplied by the Company, regardless of the manufacturing source.

	The Company engages in direct consumer advertising and sells its
products through major retailers such as Pep Boys, Trak Auto, J. C.
Whitney Company, Advance Auto Stores, and Joe Amato's Keystone
Warehouse.  Presently, no retailers account for more than 3% of annual
sales.  The Company has export customers in Europe, Canada, South
America and the Pacific Rim.  The Company intends to seek sales
agreements with other major retailers in order to increase its product
distribution and sales.

	The Company regularly exhibits at major trade shows, including
the Consumer Electronics Show and the SEMA Show held annually in Las
Vegas.

	Manufacturing and Sources of Supply
        -----------------------------------

	The Company currently purchases its products from several
manufacturers based in the Far East, principally China.  The Company's
Low Glow products are manufactured in the United States.  The Company
continues to maintain direct working relationships with its
manufacturers and regularly monitors their performance.  All products
are randomly tested by the Company to assure quality and reliability.
The Company works closely with its manufacturers to assure timely
delivery of high-quality, low-cost products that meet the Company's



<PAGE>                           -10-



specifications.  By using outside manufacturers for its products, the
Company is able to minimize capital expenditures while maintaining
flexibility in response to changing production costs and market
demands.

	The Company's products are manufactured according to management's
projections of product sales based on recent sales results, current
economic conditions and prior experience with manufacturing sources.
In order to be able to quickly fill orders from customers, the Company
must maintain significant inventories.  The average lead time from the
commitment to purchase products through production and shipment ranges
from approximately 30 to 45 days.  The Company acquires its products
on a purchase order basis.  As is common in the industry, the Company
experiences short-term inventory shortages with respect to a limited
number of products.  However, management believes that inadequate
working capital and financing lines of credit, rather than
manufacturing difficulties, have been the primary cause for any
inventory shortages.  The Company has generally experienced no
material difficulties in obtaining adequate quantities of most
products from its manufacturers.

	Although the Company has an excellent relationship with its
manufacturers, consistent with the general practice in the industry
the Company has no long-term contracts with these manufacturers.  The
Company's suppliers require payment of the purchase price by wire
transfer upon shipment.  None of the Company's suppliers requires
letter of credit financing.  The Company believes that it could
arrange for alterative suppliers within a reasonable time period on
terms that would not be materially different from those currently
available to the Company.

	The Company currently has a $1,200,000 line of credit from
Capital Tempfunds, Inc., Charlotte, North Carolina.  The line of
credit bears interest at the rate of 11.25% and is secured by the
Company's inventory and receivables.  Additionally, the line of credit
is personally guaranteed by Spencer Krumholz, the Company's Chairman,
CEO, and controlling shareholder.  The Company used the proceeds of
this line of credit to fully satisfy the Colonial First Bank line of
credit and, on a going forward basis, to finance purchases of products
from its suppliers.  The Company expects that upon the expiration of
its line of credit, the line of credit will be renewed.

	As a substantial portion of the Company's products are
manufactured in the Far East, the availability and cost of products
manufactured could be adversely affected if political or economic
conditions in this region were to deteriorate.  The cost of the
Company's products could also be affected by the tariff structure
imposed on imports or other trade policies of the United States or
other governments, which could adversely affect the Company.  The



<PAGE>                           -11-



prices for products purchased by the Company are stated in United
States dollars at the time orders are placed.  As a result, the
Company does not bear the risk of fluctuations in currency rates
between the time its products are ordered and the time they are
shipped.

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

	The automotive aftermarket industry is highly fragmented and
competitive.  Key competitive factors in the automotive aftermarket
include the ability to promptly fill orders from inventory, the range
of unique products offered, and the speed and cost of product
delivery.  The Company intends to compete on these bases, as well as
on the bases of product quality and brand name recognition.  The
Company competes with companies involved in the manufacture, assembly
and distribution of aftermarket automotive products, some of which
companies are substantially larger and have significantly greater
resources than those of the Company.  The cost of entry into the niche
occupied by the Company today is rather substantial, including start-
up costs, and tooling.  In addition, many of the products that the
Company offers are purchased on an exclusive basis from outside
vendors.  However, these exclusive vendor agreements are oral rather
than written and the Company does not believe that they are
enforceable.

	The Company does not believe that there is available information
published by its competitors or industry sources concerning the market
share or size of its competitors in the 12-volt electronic auto
accessories market. Accordingly, the Company is unable to determine
accurately its market share or its position among its competitors.
However, based upon its experience in the auto accessories marketplace
and discussions with retail outlets, the Company believes that its
sales, range of products, and number of wholesale and of retail
outlets make it one of the principal competitors in its market.  The
Company's principal competitors are American Auto Accessories in New
York; Street Glow, Inc., in New Jersey; and Toucan Industries, Inc.,
in Florida.


	Trademarks
        ----------

	In the course of its business, the Company employs, and intends
to increase the usage of, various trademarks, trade names and service
marks, including its logo, in the packaging and advertising of its
products.  The Company believes that the use of service marks,
trademarks and trade names are of considerable value and importance to
its business and intends to continue to protect and promote its marks
as appropriate.  The Company's Liteglowr and Low Glowr trademarks are
registered with the United States Patent and Trademark Office.  The
Company believes that its trademarks and the associated recognition,



<PAGE>                           -12-



reputation and customer loyalty will contribute to the success of the
Company's business.

	Regulation
        ----------

	Certain of the Company's operations are subject to governmental
regulations.  Compliance with federal, state, local and foreign laws
and regulations has not had, and is not anticipated to have, a
material adverse effect on the business of the Company.  The Company
believes that it is in material compliance with all such regulations,
and is not aware of any regulatory initiatives that areas expected to
have a material adverse affect on the business.

	Occasionally the Company had been made aware by a consumer that a
state or local motor vehicle law has been interpreted and enforced to
restrict or prohibit the use of a specialty light installed in a
particular vehicle.  In virtually all states, however, the
installation of specialty lights on vehicles is not prohibited.  The
Company believes that the only states placing restriction on the use
of specialty lights are Virginia, which restricts lights mounted on
the front and rear of vehicles and Michigan, which restricts lights
mounted on vehicle undercarriages.  The Company does not believe these
restrictions to have any material impact on sales.

	Employees
        ---------

	As of December 31, 2000, the Company employed twenty-six (26)
persons, eighteen (18) of whom are based at the Company's headquarters
facility and eight (8) of whom work in its Orlando, Florida,
manufacturing plant.  The Company's employees are not represented by a
union and the Company believes that its relations with its employees
are good.


ITEM 2.	DESCRIPTION OF PROPERTY
        -----------------------

	The Company leases approximately 24,000 square feet of office and
warehouse space within a 500,000 square foot industrial park located
at 2301 N.W. 33rd Court, Pompano Beach, Florida 33069.  The Company's
Low Glow subsidiary leases 3000 square feet of office, warehouse and
manufacturing space in an industrial park located at 2649 Mercy Drive,
Orlando, Florida 32808.


ITEM 3.	LEGAL PROCEEDINGS
        -----------------

	The Company is a party to the following legal proceedings.

	In April 1999, Ronald Basoff d/b/a B&B Associates sued Liteglow
Industries, Inc., and Spencer Krumholz in Los Angeles County,
California, Superior Court.  In May 1999 the Company sued Ronald



<PAGE>                           -13-



Basoff individually and d/b/a B&B Associates, and his brother, David
Basoff, in the same court.  Both actions arose out of the acquisition
of Ronald Basoff's automobile accessories business, B&B Associates, by
the Company in 1998.  The Basoff complaint alleges, among other
things, breach of contract by the Company and seeks to recover damages
and to foreclose on the assets sold by Mr. Basoff to the Company's
subsidiary, Liteglow Industries of California, Inc.  The complaint
does not specify the dollar amount claimed and Mr. Basoff's counsel
has advised the Company's counsel that no dollar amount has been
established.  The Company's complaint seeks, among other things, the
appointment of a receiver and damages from Mr. Basoff.  The action by
Mr. Basoff also claims a breach of his employment agreement with
Liteglow Industries of California, Inc.  The Los Angeles County
Superior Court has ordered arbitration of both matters in Fort
Lauderdale, Florida, in accordance with the terms of the original
asset purchase agreement between Liteglow Industries of California,
Inc., and Ronald Basoff, and both California actions have been stayed
pending completion of arbitration scheduled for April 12, 2001.  The
Company believes that Mr. Basoff's complaint against the Company is
without merit.  The Company intends to proceed with arbitration
expeditiously and does not anticipate that either of these suits, nor
the arbitration, will have a material adverse impact upon the Company.
The Company intends to dispose of any B&B assets remaining after the
conclusion of this litigation.

	The Company is a party to routine litigation incidental to its
business from time-to-time.


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

	No matter was submitted to a vote of security holders during the
fourth quarter of calendar year 2000.



                                 PART II

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
        --------------------------------------------------------

	The Company's Common Stock is traded on the NASD OTC Bulletin
Board under the symbol LTGL.

	On January 13, 1999, the Company's common stock began trading on
a basis reflecting its 1998 year-end 1 for 60 share reverse stock
split.  The following bid quotations have been reported for the period
which began January 1, 1998, and ended September 30, 1999.  All bid
prices have been adjusted to reflect the Company's 1998 reverse stock
split.



<PAGE>                           -14-


<TABLE>
<CAPTION>

Period                                          High        Low
------                                          ------     ------
<S>                                             <C>        <C>

1999:
-----
First Quarter - March 31, 1999                  $.46       $.201
Second Quarter - June 30, 1999                   .90        .21
Third Quarter - September 30, 1999               .625       .34
Fourth Quarter - December 31, 1999               .59        .28

2000:
-----
First Quarter - March 31, 2000                   .4375      .35
Second Quarter - June 30, 2000                   .1875      .125
Third Quarter - September 30, 2000               .1875      .10
Fourth Quarter - December 31, 2000               .0625      .0625

2001:
-----
First Quarter (through March 31, 2001)           .0625      .0625

</TABLE>


	Such quotations reflect inter-dealer prices, without retail mark-
up, mark-down or commission.  Such quotes are not necessarily
representative of actual transactions or of the value of the Company's
securities, and are in all likelihood not based upon any recognized
criteria of securities valuation as used in the investment banking
community.

	The Company has been advised that 15 member firms of the NASD are
currently acting as market makers for the common stock.

	As of March 31, 2001, there were 265 holders of record of the
Company's common stock.  Certain of the shares of common stock are
held in "street" name and may, therefore, be held by several
beneficial owners.

	As of March 31, 2001, there were 4,274,954 shares of common stock
issued and outstanding.  Of those shares, 286,165 shares are
"restricted" securities of the Company within the meaning of Rule
144(a)(3) promulgated under the Securities Act of 1933, as amended,
because such shares were issued and sold by the Company in private
transactions not involving a public offering. Of these restricted
securities, 169,587 shares held by affiliates may be sold pursuant to
a registration statement or pursuant to Rule 144.

	In general, under Rule 144, as currently in effect, subject to
the satisfaction of certain other conditions, a person, including an
affiliate of the Company (in general, a person who has a control
relationship with the company) who has owned restricted securities of
common stock beneficially for at least one year is entitled to sell,
within any three-month period, that number of shares of a class of
securities that does not exceed the greater of (i) one percent (1%) of
the shares of that class then outstanding or, if the common stock is
quoted on NASDAQ, (ii) the average weekly trading volume of that class
during the four calendar weeks preceding such sale.  A person who has
not been an affiliate of the company for at least the three months
immediately preceding the sale and has beneficially owned shares of



<PAGE>                           -15-



common stock for at least two (2) years is entitled to sell such
shares under Rule 144 without regard to any of the limitations
described above.

	No prediction can be made as to the effect, if any, that future
sales of shares of common stock or the availability of common stock
for future sale will have on the market price of the common stock
prevailing from time-to-time.  Sales of substantial amounts of common
stock on the public market could adversely affect the prevailing
market price of the common stock.

	The Company has never paid a cash dividend on its common stock.
The payment of dividends may be made at the discretion of the Board of
Directors of the Company and will depend upon, among other things, the
Company's operations, its capital requirements, and its overall
financial condition.


ITEM 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
	Years Ended December 31, 2000 and 1999.
        ---------------------------------------------------------

	The following discussion and analysis should be read in
conjunction with the Financial Statements appearing elsewhere in this
Report on Form 10-KSB.

Results of Operations
---------------------

	Net sales for the year ended December 31, 2000, decreased to
$4,344,405 compared to $5,618,892 for the year ended December 31,
1999.  The decrease in revenues for the year ended December 31, 2000
is primarily the result of the Company's working capital deficiencies
and in ability to stock new products for sale on a timely basis. For
those same periods cost of sales decreased from $2,816,523 in 1999 to
$2,340,641 in 2000, and gross profit decreased from $2,802,369 in 1999
to $2,340,641 in 2000.  The Company's selling, general and
administrative expenses increased from $2,505,169 in 1999 to
$2,811,918 in 2000 primarily resulting from an increase in bad debts
expense totaling approximately $186,000 and increases in professional
and consulting fees of approximately 76,000 and general increases in
advertising and payroll expenses from the prior year. The Company had
a operating loss of $(808,154) in 2000 compared to operating income of
$297,200 in 1999. The Company had a net loss of $(904,661)in 2000
compared to net income of $218,215 in 1999.

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

	Years Ended December 31, 2000 and 1999.
        ---------------------------------------

	Total current assets decreased from $1,557,790 at December 31,
1999, to $1,273,416 at December 31, 2000, primarily as a result of



<PAGE>                           -16-



substantial decreases in cash, prepaid expenses and a deferred tax
asset.  The Company's total assets decreased from $2,019,124 at
December 31, 1999, to $1,714,320 at December 31, 2000, primarily as a
result of decreased current assets.

	The Company's accounts payable increased from $431,946 at
December 31, 1999, to $924,602 at December 31, 2000, substantially as
a consequence of the Company's operating loss in 2000.

 Total current liabilities increased from $1,054,207 at December 31,
1999, to $1,671,997 at December 31, 2000, primarily as a consequence
of the increase in accounts payable and, loans payable to stockholder
resulting from the Company current period operating losses.

	The Company had net cash used by operating activities of $106,839
in 2000 compared to net cash used by operating activities of $213,006
in 1999.  The Company realized net cash from financing activities of
$76,294 in 2000 compared to $253,851 in 1999, and its cash at the end
of 2000 decreased to $17,393 compared to $112,005 at December 31,
1999.  Throughout 2000 the Company retained its existing revolving
line of credit with a bank in the amount of $400,000.  At December 31,
2000, the Company owed $398,667 on this line of credit, on which it
pays interest at a rate of 10%.
On March 27, 2001, the Company entered into a $1,200,000 Revolving
Loan and Security Agreement (the Agreement) with a lending
institution.  The Agreement provides for borrowings based on eligible
accounts receivable and inventory of the Company. In conjunction with
obtaining this loan, the Company paid off its previous line of credit
totaling $398,667.  On March 28, 2001 the total outstanding balance on
this line totaled $715,521.  The Company believes that this credit
facility will allow it to expand its sales to its current customer
base.

	In addition, the Company believes that its results will continue
to be subject to prevailing economic conditions, over which it has no
control; to competition; and to the quality of its relationships with
its suppliers and retailers. The Company anticipates that it will be
able to compete effectively in the automotive accessories market
through the merchandising and improvement of its existing products and
the development of new products.  The Company continues to develop new
manufacturing sources to improve the quality and cost of its products.

Cautionary statements regarding forward looking statements
----------------------------------------------------------

Statements in this Annual Report on Form 10-KSB under the caption
Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as in Liteglow Industries, Inc. press



<PAGE>                           -17-



releases or oral statements that may be made by Liteglow Industries,
Inc. or by officers, directors or employees, that are not historical
fact constitute "forward-looking statements".  Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that could cause the actual results of Liteglow Industries,
Inc. to be materially different from the historical results, or from
any results expressed or implied by such forward-looking statements.
Factors that might cause such a difference include, without
limitation, the information set forth below.  In addition to
statements which explicitly describe such risks and uncertainties,
statements labeled with the terms "believes", "belief" "expects",
"plans" or "anticipates" should be considered uncertain and forward-
looking.  All cautionary statements made in this Report should be read
as being applicable to all related forward looking statements wherever
they may appear.



ITEM 7.	FINANCIAL STATEMENTS
        --------------------

	The financial statements required pursuant to this Item 7 are
included in this Form 10-KSB as a separate section commencing on page
F-1 and are hereby incorporated by reference into this Item 7.


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

	In May, 2000, the Company dismissed it's accountants' Daszkal,
Bolton, Manela, Devlin & Co., Certified Public Accountants.

	The report of Daszkal Bolton on the Company's financial
statements for the fiscal year ended December 31, 1999 did not contain
an adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principles.

	In connection with the audit of the Company's financial
statements for the fiscal year ended December 31, 1999, and in the
subsequent interim period, there were no disagreements, disputes, or
differences of opinion with Daszkal Bolton on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope and procedures, which, if not resolved to the
satisfaction of Daszkal Bolton would have caused Daszkal Bolton to
make reference to the matter in its report.

	On December 7, 2000 the Company engaged the accounting firm of
Margolies, Fink and Wichrowski, Certified Public Accountants, who have
audited the Company's financial statements for the year ended December
31, 2000 (see item 7 above).



<PAGE>                           -18-



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

	The following sets forth the names and ages of the Company's
officers and directors.  The directors of the Company are elected
annually by the shareholders, and the officers are appointed annually
by the board of directors.

Name                   Age              Position
----                   ---              --------

Spencer Krumholz        56              Chairman of the Board and
                                        Chief Executive Officer

Michael Krumholz	28		President

Arlene Krumholz         56              Vice President  and Secretary


	Spencer Krumholz has been Chairman and Chief Executive Officer of
the Company and its predecessor since 1994.  Mr. Krumholz founded K&S
Speed Shop, which sold high performance and specialty automotive
parts, in Long Island, New York, in 1961 and was its president from
that time until 1972.  In 1973, he founded Specialty Representatives,
Inc., a sales representative agency which marketed and sold basic
automotive accessories to major chains.  Mr. Krumholz founded Tech
Guard Industries, Ltd., in 1984 to market and sell a two-wire remote
car alarm system, and served as the president of that company until
1990.  In June 1991 Mr. Krumholz founded Koolglow Industries, Inc., to
market and sell neon license plate frames.  In December 1992 Mr.
Krumholz sold Koolglow Industries, Inc., to Bluechip Computerware, a
NASDAQ company.

	Arlene Krumholz has been an officer and director of the Company
and its predecessor, Liteglow Industries, Inc., a Florida corporation,
since 1994.

	Michael Krumholz joined the Company in 1997 as Vice President of
Sales and Marketing upon graduation from college.  Since 2000, Mr.
Krumholz has served as President of the Company. He has a Masters
Degree in sports marketing from the University of Miami.  Mr. Krumholz
works with and trains the Company's sales representatives.

	Directors are elected annually and hold office until the next
annual meeting of the shareholders of the Company or until their
successors are elected and qualify.  Officers serve at the discretion
of the Board of Directors.  The Company does not pay any cash
compensation for attendance at directors meetings or participation at
directors functions.

Board of Directors
------------------

	All directors of the Company hold office until the next annual



<PAGE>                           -19-



meeting of stockholders or until their successors are elected and
qualified.

	The Company's By-Laws eliminate the personal liability of
officers and directors to the fullest extent permitted by Delaware
Law.  The effect of such provision is to require the Company to
indemnify the officers and directors of the Company for any claim
arising against such persons in their official capacities if such
person acted in good faith and in a manner that he reasonably believed
to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was lawful.

	There are no committees of the Board, which acts as the full
Board with respect to any matter.  No director receives any
compensation for serving as a member of the Board of Directors.

	No compensation is paid to any director, as such, for his or her
services, but, by resolution of the Board of Directors, a fixed sum or
expense for actual attendance at each regular or special meeting by
the Board may be authorized.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

	Based solely on a review of Forms 4 and 5 furnished to the
Company and filed with the Securities and Exchange Commission under
Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934,
the Company believes that all directors, officers and beneficial
owners of more than 10% of any class of equity securities filed on a
timely basis the reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION
         ----------------------

	The following tables and notes present for the three years ended
December 31, 2000, the compensation paid by the Company to the
Company's chief executive officer. No other executive officer of the
Company received compensation which exceeded $100,000 during any of
the three years ended December 31, 2000.

<TABLE>
<CAPTION>
                                       SUMMARY COMPENSATION TABLE
                                       --------------------------
                          Annual Compensation                           Long Term Compensation
                          -------------------                         ------------------------
                                                                         Awards     Payments
                                                                      -----------  -----------
                                                                      Restricted   Securities
Name of Individual                                   Other Annual     Stock        Underlying/     LTIP      All Other
and Principal Position  Year    Salary      Bonus    Compensation(1)  Award(s)     Options/SARs    Payouts   Compensation
----------------------  ----    --------    -----    ---------------  ----------   ------------    -------   ------------
<S>                     <C>     <C>         <C>      <C>              <C>          <C>             <C>       <C>

Spencer Krumholz
  Chairman & CEO        2000    $140,000    $-0-        -0-             -0-            -0-          -0-        $30,666(2)
                        1999    $105,700    $-0-        -0-           $55,000(1)       -0-          -0-        $27,000(2)
                        1998    $150,000    $-0-        -0-               -0-          -0-          -0-        $22,800(2)
</TABLE>



<PAGE>                           -20-



(1)	The value of the restricted stock award has been determined by
        multiplying the shares of common stock into which Mr. Krumholz's
        1,000,000 shares of Series A Convertible Preferred Stock are
        convertible by a value of .011 per share, which is the closing bid
        price of the Company's Common Stock on December 31, 1998. The bid
        price at December 31, 1998, does not reflect the Company's 1 share
        for 60 share reverse stock split which occurred prior to that date
        and which was not reflected in the trading price for the common
        stock until January 13, 1999.  Shares of Common Stock were issued
        to Mr. Krumholz and members of his family in 1998 and 1997.  The
        issuances were rescinded in December 1998 and the Company recorded
        no compensation for the issuance of the Common Stock.  See Note 11
        to the Company's audited consolidated financial statements.

(2)	Consists of cash payments for premiums on life insurance policies
        owned by Mr. Krumholz, health insurance premiums, and payments for
        Company-owned or leased vehicles used by Mr. Krumholz.
_________________



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

	The table below sets forth information with respect to the
beneficial ownership of the Common Stock by (i) each of the directors
of the Company, (ii) each person known by the Company to be the
beneficial owner of five percent or more of the outstanding Common
Stock, and (iii) all executive officers and directors as a group, as
of December 31, 2000.  Unless otherwise indicated, the Company
believes that the beneficial owner has sole voting and investment
power over such shares.

<TABLE>
<CAPTION>

Name and Address of           Number of Shares
                              Percentage
Beneficial Owner              of Beneficially Owned 	Ownership of Class
---------------------         ---------------------     ------------------
<S>                           <C>                       <C>

Spencer Krumholz(1)(2)(3)       5,087,918                      54.86%
2301 NW 33rd Court #104
Pompano Beach, FL 33069

Arlene Krumholz(1)(3)              79,168                       1.85%
2301 NW 33rd Court #104
Pompano Beach, FL 33069

Michael Krumholz(4)                 1,667                        .04%
2301 NW 33rd Court #104
Pompano Beach, FL 33069

All Executive Officers          5,168,753                      55.75%
and Directors as a group
(3 persons)(2)

</TABLE>


____________________________

(1)	Officer and Director.


<PAGE>                           -21-


(2)	Pursuant to Rule 13d-3, includes 5,000,000 shares of Common Stock
        into which Mr. Krumholz's 1,000,000 shares of Preferred Stock are
        convertible.
(3)	Spencer Krumholz and Arlene Krumholz are husband and wife.  Mrs.
        Krumholz disclaims beneficial ownership of her husband's shares
        of both Common and Preferred Stock.
(4)	Officer.  Michael Krumholz is the son of Spencer and Arlene Krumholz.
____________________________

	The Company has authorized, issued and outstanding 1,000,000
shares of preferred stock, all of which are designated Series A
Convertible Preferred Stock and are owned of record and beneficially
by Spencer Krumholz.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

	In March, 2001, Spencer Krumholz, Chairman and CEO of the
Company, personally guaranteed the Company's $1,200,000 revolving line
of credit with Capital Tempfunds, Inc.



<PAGE>                           -22-



                               PART III
                               --------

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
         --------------------------------------

(a)	Exhibits

Exhibit No.     Description
-----------     -----------

2.1             Plan and Agreement of Merger*
3.1             Articles of Incorporation, as amended*
3.2             By-Laws*
4.1             Form of common stock certificate*
4.2             Form of preferred stock certificate*
10.1            Merger Agreement and Plan of Reorganization dated
                October 10, 1997, by and among KJK Marketing, Inc.,
                Liteglow Industries, Inc., Liteglow Acquisition Corp.,
                and Keith and Judith Kowatch (without exhibits)*
10.2            Asset Purchase Agreement dated September 15, 1998, by
                and between Ronald Basoff individually and d/b/a B&B
                Associates, and Liteglow Industries of California, Inc.
                (without exhibits)*
10.3            Business Consulting Agreement dated November 11, 1999,
                between Xcel Associates, Inc., and Liteglow Industries, Inc.*
18              Letter of No Disagreement from Daszkal, Bolton,
                Manela, Devlin & Co.


* Included in Form 10-SB filed August 19, 1999.



(b)    During the quarter ended December 31, 2000, and through the date
       of the filing of this Form 10-KSB, the Company filed no reports
       on Form 8-K.



<PAGE>                          -23-



                             SIGNATURES

	In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant caused this Annual Report and any
subsequent amendments thereto to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  LITEGLOW INDUSTRIES, INC.


Dated: April 13, 2001		  By:/s/ Spencer Krumholz
                                     -------------------------------
                                     Spencer Krumholz, Chairman & CEO


Pursuant to the requirements of the Securities Act of 1934, this
Annual Report has been signed below by the following persons in their
respective capacities with the Registrant and on the dates indicated.

   Signature                      Title                     Date
   ---------                      -----                     ----

/s/ Spencer Krumholz          Chairman of the           April 13, 2001
--------------------          Board, Chief
Spencer Krumholz              Executive Officer
                              and Director


/s/ Michael Krumholz          President and             April 13, 2001
--------------------          Director
Michael Krumholz



/s/ Arlene Krumholz           Vice President,           April 13, 2001
-------------------           Secretary and
Arlene Krumholz               Director



<PAGE>                           -24-




                          LITEGLOW INDUSTRIES, INC.
                            FINANCIAL STATEMENTS

                   Years Ended December 31, 2000 and 1999
                                    and
           Report of Independent Certified Public Accountants



<PAGE>



                        INDEX TO FINANCIAL STATEMENTS


LITEGLOW INDUSTRIES, INC.

Independent Auditor's Report                                           F-2

Balance Sheets - December 31, 2000 and 1999                            F-4

Statements of Operations - Years ended                                 F-6
  December 31, 2000 and 1999

Statements of Stockholders' Equity (Deficit)-
  Years ended December 31, 2000 and 1999                               F-7

Statements of Cash Flows - Years ended December 31, 2000 and 1999      F-8

Notes to financial statements                                          F-9



<PAGE>                               F-1



                         INDEPENDENT AUDITOR'S REPORT


To the Shareholders and
  Board of Directors
Liteglow Industries, Inc.

We have audited the accompanying balance sheet of Liteglow Industries, Inc.
as of December 31, 2000 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year 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 audit We conducted our audit in accordance with
generally accepted auditing standards. Those standards require that we plan
and perform the audit 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 that our
audit provides 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 Liteglow Industries, Inc. as
of December 31, 2000 and the results of its operations and cash flows for the
year then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Liteglow Industries, Inc. will continue as a going concern.  As discussed in
note 2 to the financial statements, the Company has suffered recurring losses
from operations and has working capital and total stockholders' deficiencies
at December 31, 2000. Furthermore, at December 31, 2000 the Company could not
demonstrate that it had sufficient liquidity to meet its routine operating
costs for the next year.  These circumstances raise substantial doubt about
the entity's ability to continue as a going concern.  Management's plans in
regard to these matters are described in note 2. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


                                      /s/ Margolies, Fink  and Wichrowski

March 23, 2001
Pompano Beach, Florida




<PAGE>                               F-2



                         INDEPENDENT AUDITOR'S REPORT


To the Shareholders and
  Board of Directors
Liteglow Industries, Inc.

We have audited the accompanying balance sheet of Liteglow Industries, Inc.
as of December 31, 1999 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year 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 audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 that our audit provides 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 Liteglow Industries, Inc. as
of December 31, 1999 and the results of its operations and cash flows for the
year then ended in conformity with generally accepted accounting principles.


                                      /s/ Daszkal Bolton Manela Devlin & Co.


January 28, 2000
Boca Raton, Florida



<PAGE>                               F-3




                          LITEGLOW INDUSTRIES, INC.
                               BALANCE SHEETS
                         DECEMBER 31, 2000 AND 2000

<TABLE>
<CAPTION>
                                ASSETS

                                            2000               1999
                                        ------------      -------------
<S>                                     <C>               <C>

Current assets:
  Cash                                  $     17,393      $     112,005
  Accounts receivable, net                   550,988            571,274
  Inventory, net                             639,804            660,028
  Prepaid expenses                            65,231            135,483
  Deferred tax asset                               -             79,000
                                        ------------      -------------
          Total current assets             1,273,416          1,557,790

Property and equipment, net                  216,941            224,885

  Goodwill, net                              186,812            197,944
  Deposits                                    37,151             38,505
                                        ------------      -------------

                                        $  1,714,320      $   2,019,124
                                        ============      =============
</TABLE>


                        The accompanying notes are an
                 integral part of these financial statements



<PAGE>                               F-4



                          LITEGLOW INDUSTRIES, INC.
                              BALANCE SHEETS
                         DECEMBER 31, 2000 AND 2000
<TABLE>
<CAPTION>

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                    2000            1999
                                                ------------    ------------
<S>                                             <C>             <C>

Current liabilities:
  Line-of-credit                                $    398,667    $    400,000
  Accounts payable                                   924,602         431,946
  Accrued liabilities                                 41,100          13,511
  Accrued loss on disposal of subsidiary                              17,606
  Loans payable - stockholder                        180,450           8,183
  Current maturities of note payable                 105,807         168,967
  Current maturities of capital leases                21,371          13,994
                                                ------------    ------------
          Total current liabilities                1,671,997       1,054,207
                                                ------------    ------------
Long-term liabilities
  Long-term debt net current maturities               26,468          46,142
  Capital leases payable, net of current
  maturities                                          47,751          22,447
  Deferred tax liabilities                                 -          60,897
                                                ------------    ------------
          Total long-term liabilities                 74,219         129,486
                                                ------------    ------------
          Total liabilities                        1,746,216       1,183,693
                                                ------------    ------------

Stockholders' equity (deficit):
  Preferred stock, $.001 par value, authorized
     1,000,000 shares, issued and outstanding
     1,000,000 in 2000 and 1999 respectively           1,000           1,000
  Common stock $.001 par value, authorized
     10,000,000 shares, issued and outstanding
     4,273,287 in 2000 and 1999 respectively           4,273           4,273
  Additional paid-in capital                       3,413,872       3,376,538
  Accumulated deficit                             (3,451,041)     (2,546,380)
                                                ------------    ------------
          Total stockholders' equity (deficit)       (31,896)        835,431
                                                ------------    ------------
                                                $  1,714,320    $  2,019,124
                                                ============    ============
</TABLE>


                       The accompanying notes are an
                  integral part of these financial statements



<PAGE>                               F-5



                         LITEGLOW INDUSTRIES, INC.
                         STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                    2000            1999
                                                ------------    ------------
<S>                                             <C>             <C>

Revenues                                        $  4,344,405    $  5,618,892
Cost of sales                                      2,340,641       2,816,523
                                                ------------    ------------
Gross profit                                       2,003,764       2,802,369


Selling, general and administrative expenses:      2,811,918       2,505,169
                                                ------------    ------------
Operating income (loss)                             (808,154)        297,200
                                                ------------    ------------
Other expenses:
  Interest expense                                    77,157          57,530
  Other expense                                        1,247          30,000
  Loss on disposal of assets                               -           9,558
                                                ------------    ------------
        Total other expenses                          78,404          97,088
                                                ------------    ------------

Income (loss) before income taxes                   (886,558)        200,112

Provision (benefit) for income taxes                  18,103         (18,103)
                                                ------------    ------------
Net income (loss)                               $   (904,661)   $    218,215
                                                ============    ============
Net income (loss) per share:
  Basic:
      Net basic income (loss) per share         $      (0.21)   $       0.06
                                                ------------    ------------
  Diluted:
      Net diluted income (loss) per share       $      (0.21)   $       0.03
                                                ------------    ------------
Weighted average common shares outstanding
   Basic                                           4,273,287       3,700,450
                                                ============    ============

   Diluted                                         4,273,287       8,700,450
                                                ============    ============
</TABLE>


                         The accompanying notes are an
                   integral part of these financial statements



<PAGE>                               F-6



                           LITEGLOW INDUSTRIES, INC.
                 STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
                   YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                   Preferred      Stock     Common      Stock     Additional
                                   Number of       Par     Number of     Par       paid-in        Retained
                                    Shares        Value     Shares      Value      Capital       (deficit)       Total
                                   ---------    --------   ---------  --------   -----------    -----------   ----------
<S>                                <C>          <C>        <C>        <C>        <C>            <C>           <C>

Balance, January 1, 1999           1,000,000    $  1,000   2,376,740  $  2,377   $ 2,408,268    $(2,764,595)  $ (352,950)

Issuance of common                                         1,350,000     1,350       273,650                     275,000
Stock issued for services                                    400,000       400        93,600                      94,000
Deferred compensation for services                                                   (37,334)                    (37,334)
Note substituted for value of share
 in acquisition of subsidiary                                                       (100,000)                   (100,000)
Additional shares issued to adjust share
 value assigned for acquisition of subsidiary                 92,200        92           (92)
Correction of repurchase and retirement
 of common stock                                               4,347         4            (4)
Settlement of shareholder claims                              50,000        50           (50)
Reinstatement of 1998 equity
 subject to potential redemption                                                     738,500                     738,500
Net income                                 -           -           -         -             -        218,215      218,215
                                   ---------    --------   ---------  --------   -----------    -----------   ----------
Balance, December 31, 1999         1,000,000       1,000   4,273,287     4,273     3,376,538     (2,546,380)     835,431

Deferred compensation for services                                                    37,334                      37,334
 Net loss                                  -           -           -         -             -       (904,661)    (904,661)
                                   ---------    --------   ---------  --------   -----------    -----------   ----------
Balance, December 31, 2000         1,000,000    $  1,000   4,273,287  $  4,273   $ 3,413,872    $(3,451,041)  $  (31,896)
                                   =========    ========   =========  ========   ===========    ===========   ==========
</TABLE>


                        The accompanying notes are an
              integral part of these financial statements



<PAGE>                               F-7



                           LITEGLOW INDUSTRIES, INC.
                           STATEMENT OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                        2000             1999
                                                    -----------     ------------
<S>                                                 <C>             <C>

Cash flows from operating activities:
    Net income (loss)                               $  (904,661)    $    218,215
                                                    -----------     ------------

Adjustments to reconcile net income to net:
  cash provided by (used for) operating activities
  Depreciation and amortization                          73,630           62,207
  Loss on disposal of asset                               9,558
  Deferred income taxes                                  18,103          (18,103)
  Non cash compensation                                                   56,667
  Allowance foe doubtful accounts                        (4,718)           4,211
  Allowance for inventory obsolescence                  (69,942)          (2,031)
Changes in assets and liabilities:
  Accounts receivable                                    25,004         (329,521)
  Inventory                                              90,166         (200,363)
  Other assets                                           71,606          (94,473)
  Accounts payable and accrued expenses                 539,973           80,627
                                                    -----------     ------------
Total adjustments                                       743,822          431,221
                                                    -----------     ------------
Net cash used for operations                           (160,839)        (213,006)
                                                    -----------     ------------

Net cash used in investing activities:
  Proceeds from sale of equipment                                         25,000
  Purchase of equipment                                 (10,067)         (22,136)
                                                    -----------     ------------

    Net cash used for investing activities              (10,067)           2,864
                                                    -----------     ------------

Cash flows from (used in) financing activities
  Repayment of notes payable & capital leases           (95,973)        (113,096)
  Loans from shareholders                               172,267           71,947
  Proceeds from notes payable                                             20,000
  Proceeds from issuance of common stock                      -          275,000
                                                    -----------     ------------

    Net cash provided by financing activities            76,294          253,851
                                                    -----------     ------------

Net increase (decrease) in cash and cash equivalents    (94,612)          43,709

Cash and cash equivalents, beginning of period          112,005           68,296
                                                    -----------     ------------

Cash and cash equivalents, end of period            $    17,393     $    112,005
                                                    ===========     ============
</TABLE>


                        The accompanying notes are an
                integral part of these financial statements



<PAGE>                               F-8



                           LITEGLOW INDUSTRIES, INC.
                         NOTES TO FINANCIAL STATEMENTS


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Business

The accompanying financial statements represent those of Liteglow
Industries, Inc. and subsidiary (the "Company"). The Company was
incorporated April 25, 1984, in the State of Utah. The Company primarily
engages in the business of designing, manufacturing and marketing a diverse
line of automotive aftermarket accessory and specialty products. The Company
initially focused its efforts on developing a line of 12-volt automotive
accessories designed to enhance vehicle appearance, including neon license
plate frames and neon under-car lighting kits.

Principles of Consolidation

In 1999 the financial statements include the Company and its subsidiary. All
material intercompany accounts and transactions had been eliminated.
Operations for the subsidiary were included in the consolidated results of
operations.  On December 21, 2000 the Company formally merged with its
subsidiary.

Cash equivalents

Cash equivalents are short-term, highly liquid investments readily
convertible to known amounts of cash and so near their maturity that they
present insignificant risk of changes in value because of changes in
interest rates.

Accounts Receivable

Accounts receivables are recorded net of an allowance for doubtful accounts
of $28,908 and $33,626 for December 31, 2000 and 1999, respectively.

Inventory

Inventory primarily consists of merchandise held for sale and is stated at
the lower of cost or market, with cost determined on the first-in, first-out
(FIFO) basis.

Property and equipment

Property and equipment are stated at cost. Depreciation and amortization are
computed using the straight-line method over the estimated useful lives of
the assets.

Advertising

Advertising costs are expensed when incurred. The advertising cost incurred
for the years ended December 31, 2000 and 1999 was $103,117 and $142,648,
respectively.



<PAGE>                               F-9



                          LITEGLOW INDUSTRIES, INC.
                NOTES TO FINANCIAL STATEMENTS (Continued)


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

The Company recognizes income, and expenses when the merchandise is shipped.

Income taxes

The Company accounts for income taxes according to Statement of Financial
Accounting Standard No. 109 "Accounting for Income Taxes" which requires an
asset and liability approach to financial accounting for income taxes.
Deferred income tax assets and liabilities are computed annually for the
difference between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future,
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.  Valuation allowances
are established when necessary to reduce deferred tax assets to the amount
expected to be realized.  Income tax expense is the tax payable or refundable
for the period, plus or minus the change during the period in deferred tax
assets and liabilities.

Net income (loss) per share

Net income (loss) per share is determined by dividing net (loss) by the
weighted average common shares outstanding.  The Company has adopted
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share" which simplifies the accounting for earnings per share by presenting
basic earnings per share including only outstanding common stock and diluted
earnings per share including the effect of dilutive common stock equivalents.
Convertible preferred shares outstanding are common stock equivalents and are
included in the calculation of earnings per share to the extent they are
dilutive using the treasury stock method in 1999. The Company's basic and
diluted earnings per share are the same in 2000, as the Company's common
stock equivalents are anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These assumptions, if not realized, could affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period.  Actual results could differ from
those estimates.



<PAGE>                               F-10



                           LITEGLOW INDUSTRIES, INC.
                 NOTES TO FINANCIAL STATEMENTS (Continued)


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The Company's financial instruments, primarily consisting of cash and cash
equivalents, investments, accounts receivable, note receivable form related
party, accounts payable, bank line of credit payable, and long-term debt,
approximate fair value due to their short-term nature or interest rates that
approximate market.

Impairment of Long-Lived Assets

In the event that facts and circumstances indicate that the carrying value
of long lived assets, including associated intangibles, may be impaired, an
evaluation of recoverability is performed by comparing the estimated future
undiscounted cash flows associated with the asset to the assets carrying
amount to determine if a write down to market value or discounted cash flows
is required.

Stock Based Compensation

Statement of Financial Accounting Standard No. 123 " Accounting for Stock
Based Compensation" is effective for fiscal years beginning after December
15, 1995. Statement No. 123 provides companies with a choice to follow the
provisions of No. 123 in the determination of stock based compensation
expense or to continue with the provisions of APB 25, " Accounting for Stock
issued to employees".  The Company has elected to follow APB 25 and will
provide pro forma disclosure as required by statement No.123 in the notes
to the financial statements.


2.	MANAGEMENTS PLAN

As shown in the accompanying financial statements, the Company has incurred
a pre-tax net loss of $886,558 during the year ended December 31, 2000.  The
ability of the Company to continue as a going concern is dependent on
returning to profitable operations and obtaining additional working capital
and financing.  The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.

In March 2001 the Company reduced its work force, which will reduce operating
expenses by $300,000.  In addition the Company is exploring the possibility
of relocating its Orlando manufacturing operation to its main warehouse
facility, in an effort to consolidate operations and reduce costs.
Additionally, on March 27, 2001, the Company entered into a "Revolving Loan
and Security Agreement" with a lending institution. The Agreement provides
for borrowings based on eligible accounts receivable and inventory of the
Company.  Management believes these actions will provide the necessary
capital requirements to ensure the Company's ability to continue as a going
concern.



<PAGE>                               F-11



                          LITEGLOW INDUSTRIES, INC.
                 NOTES TO FINANCIAL STATEMENTS (Continued)


3.	MERGERS AND ACQUISITIONS

KJK Marketing, Inc. Acquisition
-------------------------------

On October 10, 1997, the Company's wholly owned subsidiary, Liteglow
Acquisition Corp. merged with KJK Marketing, Inc., d/b/a Lowglow Neon
Industries, with Liteglow Acquisition Corp. being the surviving entity.
As consideration, the Company paid $50,000 in cash, $50,000 note payable due
30 days after the close, and 7,500 shares, post-reverse split, of common
stock with an agreed upon market value of $150,000 on October 10, 1999, for
a total purchase price of $250,000. If the total market value of the shares
were less than $150,000 on October 10, 1999, the Company agreed to issue
additional shares valued at the difference between market price and
guaranteed amount. The acquisition was accounted for using the purchase
method of accounting. The results of operation are included in the
consolidated statement of operations since the date of acquisition. Goodwill
of $223,050 was recorded in this transaction, which is being amortized over
20 years using the straight-line method.

At October 10, 1999, the Company issued an additional 92,200 shares to bring
the value of common stock to $50,000 and a note payable to the shareholders
of KJK Marketing, Inc. for $100,000 was issued to aggregate a value of
$150,000. See Note 9.


4.	PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2000 and
1999:

                                             2000            1999
                                         -----------     -----------
Vehicles                                 $    79,849     $    90,310
Machinery and equipment                      268,744         204,650
Furniture and fixtures                         5,041           3,615
Leasehold Improvements                         6,970          13,066
                                         -----------     -----------
                                             360,604         311,641

Less: accumulated depreciation
      and amortization                      (143,663)        (86,756)
                                         -----------     -----------
Property and equipment, net              $   216,941     $   224,885
                                         ===========     ===========


Depreciation and amortization expense for the years ended December 31, 2000
and 1999 was $62,488 and $51,054 respectively.



<PAGE>                               F-12



                          LITEGLOW INDUSTRIES, INC.
                 NOTES TO FINANCIAL STATEMENTS (Continued)


5.	LINE-OF-CREDIT

The Company has established a $400,000 revolving line-of-credit with a bank.
The line-of-credit carries a variable interest rate, which is the prime rate
plus 1.5 percent and is due on demand.  The line-of-credit was collateralized
by the assets of the Company and is guaranteed by major stockholders.  At
December 31, 2000, the Company owed $398,667 on this line-of-credit, and the
interest rate is 10%.  On March 28, 2001 The Company paid this line in full.


6.	LONG-TERM DEBT

Long-term debt consists of the following at December 31, 2000 and 1999:

<TABLE>
<CAPTION>

                                                   2000            1999
                                                ----------      ----------
<S>                                             <C>             <C>
Note payable, monthly payments of $333,
including interest at 10.9%, due April 2002     $    5,129      $    8,303

Note payable, monthly payments of $182,
including interest at 12.9%, due May 2002            2,814           4,514

Note payable, monthly payments of $781,
including interest at 8.3%, due March 2004          27,198          33,447

Note payable, monthly payments of $621,
including interest at 8%, due August 2002           12,134          17,845

Note payable, non-interest bearing, due July
1999 for acquisition of B&B Associates              85,000          85,000

Note payable, monthly payments of $7,000,                -          66,000
including interest at 5%, due October 2000
                                                         -               -
                                                ----------      ----------

                                                   132,275         215,109

Less current maturities                           (105,807)       (168,967)
                                                ----------      ----------
Long-term debt, net of current maturities       $   26,468      $   46,142
                                                ==========      ==========

</TABLE>



<PAGE>                               F-13



                           LITEGLOW INDUSTRIES, INC.
                 NOTES TO FINANCIAL STATEMENTS (Continued)


6.	LONG-TERM DEBT (continued)

Long-term debt maturities for the next five years are as follows:


                             Years Ending
                             December 31,
                             ------------
                                 2001         $       19,674
                                 2002         $      105,807
                                 2003                 15,376
                                 2004                  8,780
                                 2005                  2,312
                                              --------------
                                 Total        $      132,275
                                              ==============

7.	LEASES COMMITMENTS

The Company leases it corporate offices and warehouse space under long-term
operating lease agreements. The rental expense amounted to $160,222 and
$103,636 for the years ended December 31, 2000 and 1999, respectively.

The Company is obligated under various capital leases. The leased property
under capital lease as of December 31, 2000, has a cost of $92,700 and
amortization of $15,163. Amortization of the leased property is included
in depreciation expense.

Future minimum lease payments for these leases are as follows:


         Years Ending                 Capital         Operating
         December 31,                 Leases          Leases
         ------------                 -------         ---------
            2001                    $   26,940      $   174,473
            2002                        25,412          179,707
            2003                        14,436          185,098
            2004                         9,962          190,651
            2005                         4,007           46,614
                                    ----------

Total minimum lease payments            80,757      $   729,929
Less amount representing interest       11,635      ===========
                                    ----------
Present value of net minimum lease
payments                                69,122
Less current maturities                 21,371
                                    ----------
Long-term obligation                $   47,751
                                    ==========



<PAGE>                               F-14



                          LITEGLOW INDUSTRIES, INC.
                 NOTES TO FINANCIAL STATEMENTS (Continued)


8.	INCOME TAXES

The provision (benefit) for income tax includes these components:

                                2000          1999
                             ---------     ---------
           Current           $       -     $       -
           Deferred             18,103       (18,103)
                             ---------     ---------
                Total        $  18,103     $ (18,103)
                             =========     =========


A reconciliation of income tax expense at the statutory rate of the
Company's actual income tax expense is shown below:

                                                  2000           1999
                                              -----------     -----------

Computed at the statutory rate (39.5%)        $  (350,200)    $    79,045
Increase (decrease) resulting from:
   Non-deductible expenses                         13,200           5,694
   State income taxes and other, net
     of federal tax benefit                        (4,000)        (47,066)
   Net operating loss carryforward applied        341,000         (37,673)
   Change in deferred tax asset
     valuation allowance                           18,103         (18,103)
                                              -----------     -----------
       Total                                  $    18,103     $   (18,103)
                                              ===========     ===========

The components of the deferred tax assets and liabilities were as follows:

                                                 2000            1999
                                             ------------     -----------
Deferred tax assets:
   Allowance for bad debts                   $     11,400     $    13,282
   Net operating loss carryforward              1,123,500         785,627

Deferred tax liabilities:
   Accumulated depreciation                       (20,600)        (18,000)
   Accrued expenses on disposal of
     subsidiary                                         -         (42,897)
                                             ------------     -----------
  Net deferred tax asset (liability)            1,114,300         738,012

   Valuation allowance                         (1,114,300)       (719,909)
                                             ------------     -----------
  Net deferred tax asset                     $          -     $    18,103
                                             ============     ===========


The Company has approximately the following net operating loss carryforwards
expiring as follows, 2012 - $ 481,000, 2013 $1,500,000, 2014 $863,000.



<PAGE>                               F-15



                          LITEGLOW INDUSTRIES, INC.
                 NOTES TO FINANCIAL STATEMENTS (Continued)


9.	STOCKHOLDERS' EQUITY


Stockholders equity
-------------------

Common Stock Issued for Cash
----------------------------

During 1999, the Company issued 1,350,000 shares of its common stock through
a Regulation D offering. The price of the stock had an average range of
$0.019 to $0.40 per share. The total amount obtained from the issuance of
these common shares was $275,000.

Non-Cash Stock Transactions
---------------------------

During 1999, the Company issued 400,000 shares of stock for consulting
services, approximating $94,000. Some of these services were performed
in the future; therefore, the Company recorded deferred consulting fees
expense of $37,333, which was off-set against equity for financial statement
presentation.  This amount was record as compensation in 2000.

On December 14, 1999, the Company issued 50,000 shares of its common stock in
settlement of a shareholder's claim regarding previously issued stock not
appearing on the transfer agent's records. The Company also paid an
additional consideration of $30,000 to the shareholder.

On December 14, 1999, the Company issued 92,200 shares of its common stock
to bring the value of common stock previously issued to $50,000 in accordance
with the purchase agreement with KJK Marketing, Inc. in 1997. The previous
value assigned to the common stock in 1997 was $150,000. The Company gave a
note for the difference of $100,000 and recorded a corresponding reduction in
Additional Paid-In Capital.  See Note 3.


10.	CONCENTRATION OF CREDIT RISK

The Company maintains its cash in what it believes to be credit worthy
financial institutions. The balances, at times, may exceed federally insured
limits. At December 31, 2000 and 1999, the Company was within the insured
limit. The Company routinely assesses the financial strength of its customers
and, as a consequence, believes its trade accounts receivable exposure is
limited.



<PAGE>                               F-16



                           LITEGLOW INDUSTRIES, INC.
                NOTES TO FINANCIAL STATEMENTS (Continued)


11.	RELATED PARTY TRANSACTIONS

At December 31, 2000 and 1999, the transactions involving the
stockholder/officer are summarized below:

                                                  2000            1999
                                               ----------     -----------

Beginning Balances                             $   (8,183)    $    58,355
 (Loans from) advances to stockholder, net       (172,267)        (66,538)
                                               ----------     -----------
Ending balance                                 $ (180,450)    $    (8,183)
                                               ==========     ===========


The balance in loans payable stockholder of $180,450 represents personal
credit card debt from various institutions obtained by the stockholder to
fund operations during the current year.


12.	GOODWILL

Goodwill of $223,050, net of $36,238 of amortization, represents the amount
by which the purchase price of businesses acquired exceeds the fair market
value of their net assets under the purchase method of accounting. Goodwill
is being amortized on a straight-line basis over 20 years. The Company
periodically evaluates the realizability of goodwill and other intangible
assets to determine whether any impairment has occurred in the value of
such assets. Impairments are recognized when the present value of the future
cash flow is less than the carrying value of goodwill.

Amortization expense for both of the years ended December 31, 2000 and 1999
was $11,152.


13.	SUPPLEMENT CASH FLOW INFORMATION

                                                  2000          1999
                                               ----------    ----------
Cash paid during the year for:
  Interest                                     $   89,447    $   55,669
                                               ----------    ----------

Non-cash investing and financing transactions
  Acquisition of equipment through issuance of
    debt and capital leases                    $   44,487    $   82,252
                                               ----------    ----------

Issuance of common shares for services         $        -    $   94,000
                                               ==========    ==========



<PAGE>                               F-17



                           LITEGLOW INDUSTRIES, INC.
                  NOTES TO FINANCIAL STATEMENTS (Continued)


14.	COMMITMENTS AND CONTINGENCIES

Litigation

The Company is involved in various legal proceedings incident to the
character of its business. Although it is not possible to predict the
outcome of these proceedings, or any claims against the Company related
thereto, the Company believes that such proceedings will not, individually
or in the aggregate, have a material effect on its financial condition or
results of operations.


15.	EQUITY SUBJECT TO POTENTIAL REDEMPTION

During the years ended December 31, 1998, the Company sold shares of its
common stock and received proceeds of $1,738,500 from those sales. The Company
has claimed an exemption for these sales from the registration provisions of
the Securities Act of 1933 pursuant to Regulation D, Rule 504. The Securities
and Exchange Commission has advised the Company that certain of these sales
may have resulted in the violation of the registration provisions of Section
5 of the Securities Act of 1933, as the exemption provided by Rule 504 is
limited, in any twelve month period, to $1,000,000 of sales, less deductions
for violations of Section 5 and other sales of securities under Section 3(b)
of the Securities Act of 1933. The Company was advised by its counsel that
persons who purchased shares from the Company in transactions that were not
exempt from the registration provisions of Section 5 had the right under
state and federal securities laws to require the Company to repurchase
their shares for the amount originally paid, plus interest. The Company
disputed any such liability. Notwithstanding the Company's position, based
on the best information available to the Company, the Company had calculated
a range of possible, but disputed, exposure that existed for the Company in
light of the disputed civil liabilities described above. Accordingly, in the
event that these disputed civil liabilities were successfully asserted, the
Company could have been liable to those shareholders purchasing securities
directly from the Company in an amount, which the Company and the staff of
the SEC have determined was a maximum of $738,500 at December 31, 1998 and
$0 at December 31, 1999.


16.	SUBSEQUENT EVENTS

On March 27, 2001, the Company entered into a "Revolving Loan and Security
Agreement" (the "Agreement") with a lending institution.  The Agreement
provides for borrowings based on eligible accounts receivable and inventory
of the Company.  The entire principal balance, and any accumulated unpaid
interest under the Agreement, shall be due and payable on March 27, 2003.
The Agreement was secured by substantially all of the Company's assets, and
a certificate of deposit in the amount of $100,000 pledgedby a shareholder.
All borrowings under this revolving loan agreement bear interest at a rate
equal to approximately 2.75% plus the prime interest rate.  In conjunction
with obtaining this loan, the Company paid off its previous line of credit
totaling $398,667.  On March 28, 2001 the total outstanding balance on this
line totaled $715,521.  This loan has been personally guaranteed by the
Company's Chairman & CEO.



<PAGE>                               F-19