<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the quarter ended June 30, 1998         Commission File No. 1-12462

                                 TRI-LITE, INC.
             (Exact name of registrant as specified in its charter)

              Pennsylvania                                     23-2515309
(State of incorporation or organization)                (IRS Employer ID Number)

               2701 Junipero Street, Signal Hill, California 90806
                    (Address of principal executive offices)

                                 (562) 426-8622
                         (Registrant's telephone number)

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

                                                        Name of each exchange
         Title of each class                            On which registered
         -------------------                            ---------------------
     Common Stock, no par value                         Not Applicable

        Securities registered pursuant to Section 12 (g) of the Act: None

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS

    Indicate by check mark whether the registrant has filed all documents and
   reports required to be filed by Section 12, 13, or 15 (d) of the Securities
   Exchange Act of 1934 subsequent to the distribution of securities
                       under a plan confirmed by a court.

                               YES      NO  X
                                   ---     ---

Shares of common stock outstanding as of January 31, 1999:  4,060,000

<PAGE>

                                      INDEX

PART 1.  FINANCIAL INFORMATION                                         PAGE #

Item 1.           Financial Statements

                           Statement of Operations                        3

                           Balance Sheets                                 4-5

                           Statement of Cash Flows                        6

                           Notes to Consolidated Financial Statements     7-9

Item 2.           Management Discussion and Analysis of
                  Financial Condition and Results of Operations           10-11

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings                                       12

Item 2.           None

Item 3.           None

Item 4.           None

Item 5.           None

Item 6.           Exhibit and Reports                                     12


                                       2
<PAGE>

                                 TRI-LITE, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                    Unaudited

                          PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>
                                                        Three Months Ended                  Six Months Ended
                                                             June 30,                           June 30,
                                                    ---------------------------         -------------------------
                                                       1998          1997                  1998         1997
                                                       ----          ----                  ----         ----
<S>                                                  <C>            <C>                   <C>          <C>      
REVENUES                                             $1,306,300     $1,418,200            2,501,200    3,007,100
                                                    ---------------------------         -------------------------

COST AND EXPENSES

     Cost of Sales                                      655,100        725,300            1,109,600    1,755,500
     Selling, general and administrative                503,700        771,500            1,072,800    1,694,300
     Chapter 11 administrative cost                      -            -                      -            69,000
     Interest and factoring cost                         41,600       -                      80,300      -
                                                    ---------------------------         -------------------------
                                                      1,200,400      1,496,800            2,262,700    3,518,800
                                                    ---------------------------         -------------------------

OTHER INCOME (EXPENSES)
     Gain resulting from Chapter 11 proceeding           -            -                      -           576,200
                                                    ---------------------------         -------------------------

INCOME BEFORE PROVISION FOR TAXES                       105,900                             238,500       64,500

     Provision for taxes                                 -            -                      -           -
                                                    ---------------------------         -------------------------

NET INCOME (LOSS)                                    $  105,900      ($78,600)             $238,500      $64,500
                                                    ===========================         =========================


EARNINGS PER COMMON SHARE (Note 1):

     Primary                                              $0.03        ($0.01)                $0.06        $0.02
     Fully Diluted                                        $0.03        ($0.01)                $0.06        $0.02

</TABLE>



         The accompanying notes are an integral part of these statements


                                       3
<PAGE>

                         TRI-LITE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       June  30,        December 31,
                                                                          1998              1997
                                                                          ----              ----
                                                                        (Unaudited)
<S>                                                                    <C>              <C>
ASSETS

CURRENT ASSETS:
         Cash and cash equivalents                                      $  103,800      $    84,000
         Accounts receivable, net                                          657,600          529,400
         Inventories                                                       403,100          317,800
         Prepaid expenses                                                   29,200           54,400
                                                                       -----------      -----------

                  Total current assets                                   1,193,700          985,600
                                                                       -----------      -----------

PROPERTY, PLANT AND EQUIPMENT, at cost
         Machinery and equipment                                        1,196,500        1,178,900
         Leasehold improvement                                            338,200          344,700
                                                                       -----------      -----------
                                                                        1,534,700        1,523,600
         Less-Accumulated depreciation and amortization                (1,284,100)      (1,277,600)
                                                                       -----------      -----------
                                                                          250,600          246,000
                                                                       -----------      -----------
OTHER ASSETS
         Other assets                                                      89,300          131,600
                                                                       -----------      -----------

                                                                       $1,533,600       $1,363,200
                                                                       -----------      -----------
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       4
<PAGE>

                         TRI-LITE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           June 30,       December 31,
                                                             1998             1997
                                                           -------        ------------
                                                         (Unaudited)
<S>                                                      <C>             <C>

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
         Current maturities of notes payable             $    194,300    $    305,200
         Note Payable to related party                        367,000         322,700
         Accounts payable and accrued expense               1,588,000       1,589,500
                                                         ------------    ------------
                                                            2,149,300       2,217,400
                                                         ------------    ------------
LONG-TERM DEBT, net of current maturities                     566,000         566,000

NOTES PAYABLE, Related Parties                                500,000         500,000

LIABILITIES SUBJECT TO COMPROMISE                           5,721,600       5,721,600

NOTE PAYABLE TO HELIONETICS, INC 
         COMMITTEE OF UNSECURED CREDITORS                     800,000         800,000


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
         Common stock, no par value
         Authorized-25,000,000 shares in 1998 and 1997
         Outstanding-4,000,000 shares in 1998 and 1997     11,813,300      11,813,300
         Additional paid in capital                         1,800,800       1,800,800
         Accumulated deficit                              (21,817,400)    (22,055,900)
                                                         ------------    ------------
                                                           (8,203,300)     (9,480,700)

                                                         $  1,533,600    $  1,363,200
                                                         ------------    ------------

</TABLE>



         The accompanying notes are an integral part of these statements


                                       5
<PAGE>

                         TRI-LITE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                         June 30,

                                                                                1998                   1997
                                                                                ----                   ----
<S>                                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

         Net Income                                                             $    238,500          $ 64,500
         Non-cash-gain from Chapter 11 proceedings                                          (576,200)
         Adjustment to reconcile net income to net cash
         provided by (used in) operating activities:
                  Depreciation and amortization                                        6,500             2,600
                  Change in operating assets and liabilites                         (300,700)         (253,600)
                                                                                ------------         ---------
         Net cash provided by (used in) operations                              $   ( 55,700)        $(186,500)
                                                                                ------------         ---------

CASH FLOW FROM INVESTING ACTIVITIES:

         Purchase of property and equipment                                          (11,100)               -
         Other assets                                                                 42,300            80,800
                                                                                ------------         ---------

         Net cash provided by (used in) investing activities                          31,200            80,800
                                                                                ------------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

         Increase (decrease) in notes and loan payable                                  -             (426,700)
         Net borrowing from related party                                             44,400            77,400
         Capital contribution from Ms. Susan Barnes                                     -              426,700
         others                                                                         -                1,700
                                                                                ------------         ---------
         Net cash provided by (used in) financing activities                          44,400            79,100
                                                                                ------------         ---------

Net Increase (decrease) in cash and equivalents                                       19,900           (26,600)
Cash and equivalents at beginning of period                                           84,000           140,100
                                                                                ------------         ---------
Cash and equivalent at end of period                                                $103,800          $113,500
                                                                                ------------         ---------

Interest and factoring cost paid                                                      50,400            57,100

</TABLE>


         The accompanying notes are an integral part of these statements


                                       6
<PAGE>

                         TRI-LITE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)      Summary of Significant Accounting Policies

         The unaudited consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
and are unaudited except for the balance sheet as of December 31, 1997. Certain
information and footnote disclosures normally included in the financial
statements have been condensed or omitted pursuant to such rules and
regulations. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's latest annual report on Form 10-K. In the opinion of management the
accompanying financial statements contain all adjustments necessary to present
fairly the Company's financial position and the results of operations for the
periods presented. The results of operations for the six months ended June 30,
1998, are not necessarily indicative of the results to be expected for the full
year.

         Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
         of the Company and its subsidiaries. Upon consolidation all material
         intercompany transactions and accounts have been eliminated.

         Inventories

         Inventories are valued at the lower of cost (first-in, first-out
         method) or estimated net realizable value.

         Earnings Per Share

         Earnings per common share is based upon the weighted average number of
         shares outstanding during each period . There are no common equivalent
         shares.

(2)      Notes Payable

         Notes Payable at June 30, 1998 and December 31, 1997 consisted of the
         following:

<TABLE>
<CAPTION>
                                                                   6/30/98         12/31/97
                                                                   -------         --------
<S>                                                            <C>               <C>
         Helionetics Committee of Unsecured Creditors
         with interest at 10.5% secured by all assets
         of the Company, due 2003                              $   800,000       $   800,000

         Susan Barnes, junior promissory note at 10.5%
         interest, secured by all assets of the Company            500,000           500,000

         Advances from FC Commercial for accounts
         receivable factored at prime plus 6%                      194,300               -

         Advances from Altres Financial for accounts
         receivable factored at a discount rate of 1.5%               -              305,200
                                                               -----------       -----------

                                                                1,494,300          1,605,200
         Less: Current portion                                   (194,300)          (305,200)
                                                               -----------       -----------
         Total Notes Payable, long-term                         1,300,000          1,300,000

</TABLE>


                                       7
<PAGE>

(3)   Notes Payable, Related Party
         Notes payable, related party, comprised of the following:

<TABLE>
<CAPTION>
                                                              6/30/98           12/31/97
                                                              -------           --------
<S>                                                           <C>               <C>
         Susan Barnes, secured by all assets of the
         Company at 2 over prime                              197,000           146,700

         Others                                               170,000           176,000
                                                              -------           -------
                                                              367,000           322,700
                                                              -------           -------
</TABLE>


(4)      Plan of Reorganization

         On February 15, 1996, Star Bank demanded payment in full of the
Company's credit facility by February 20, 1996 as a result of certain loan
provision defaults which had not been cured. On February 23, 1996, the Court of
Common Pleas, Cuyahoga County, Ohio granted Star Bank an emergency order
appointing a receiver to collect and remit to Star Bank all collections on
accounts receivable of the Company. In response, on February 26, 1996 Tri-Lite,
Inc. (Tri-Lite) filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code with the U.S. Bankruptcy Court, Central District of California.
Additionally, Self Powered Lighting, Inc. (SPL) filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code with the U.S. Bankruptcy Court,
Central District of California on March 22, 1996.

         Under Chapter 11, certain claims against the Company in existence prior
to the filing of the petitions for relief under the federal bankruptcy laws are
stayed while the Company continues business operations as debtor-in-possession.
These claims are reflected in the balance sheet as "Liabilities Subject to
Compromise". Claims against the Company's assets which are secured are also
stayed, although the holders of such claims have the right to move the court for
relief from the stay.

         On January 16, 1997, the Bankruptcy Court approved the Tri-Lite Plan of
Reorganization with Helionetics, Inc. (Helionetics) and Susan Barnes as
co-proponents of the plan. In April 1997, Helionetics also filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code with the U.S.
Bankruptcy Court, Central District of California. As a result, the Company's
reorganization plan was combined with Helionetics own plan of reorganization. On
December 23, 1998, the U.S. Bankruptcy Court approved the Helionetics, Inc.
Chapter 11 Liquidating Plan. Provisions of the Combined Plan included the
following:

         o        The Company will issue 82.5% to Susan Barnes as a co-proponent
                  and in exchange for her agreement to forgo any claims on her
                  approximately $4.3 million claim against Helionetics. The
                  Company will also issue 5% of its new common stock to the
                  Helionetics Committee of Unsecured Creditors with
                  anti-dilution provision.

         o        The Company's unsecured creditors will receive up to 47% of
                  their allowed claims in cash. The pay-out is subject to the
                  final determination of the Helionetics own plan of
                  reorganization.

         o        The Company will issue 12.5% of its new common stock to its
                  existing shareholders.

         o        Helionetics will cancel and release its claims against the
                  Company for $1,800,00 note receivable secured by all assets of
                  the Company.

         o        The Company will issue a senior secured promissory note of
                  $800,000 in favor of the Helionetics Committee of Unsecured
                  Creditors and a junior secured promissory note of $500,000 inn
                  favor of Ms. Susan Barnes. Both notes are subordinated to any
                  new financing that might be required by the Company.

         o        Helionetics contributed to the Company its 87.5% interest in
                  AIM Energy, Inc.


                                       8
<PAGE>

(5)      Income Taxes

         No provision for federal and state income taxes was provided for the
period as a result of the Company's net operating loss carryforwards for federal
and state income tax purposes.

         The Company accounts for income taxes under the liability method, which
requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statements and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the difference are expected to reverse.


                                       9
<PAGE>

                         TRI-LITE, INC. AND SUBSIDIARIES

Item 2.  Management Discussion and Analysis of Financial Condition
         and Results of Operations

         Liquidity and Capital Resources

         Working capital were improved in 1998 from a deficit of approximately
$1,231,800 to a deficit of $955,600. Receivables and inventories increased by
$213,500 whereas current liabilities decreased by $68,100. A new receivable
based credit facility was obtained in June 1998 with significant reduction in
the cost of borrowing under the credit facility. Interest rate under the new
credit facility is 6 over prime, almost half the previous rate. Additionally,
AIM received $300,000 from Shindengen Corporation (Shindengen), a Japanese power
supply company, relating to the sale of the right to manufacture and sale its
AIM products in Japan and Asia. Additionally, the agreement called for delivery
of fifty (50) AIM units to Shindengen . The Company is also to receive a 4%
royalty on sales of AIM products by Shindegen. AIM continue to require advance
deposits from certain of its customers to assist in its liquidity needs.
Additional working capital is required, moreover, to fund the increased backlog
in both SPL and AIM. Additionally AIM will require $250,000 of engineering to
reduce cost of its existing AIM products.

         The Company will require additional working capital to expand its
business. Sources of funds will be from loans from Susan Barnes and possible
sale of the Company's common stock.

         Under the terms of the Helionetics settlement agreement, the
installment payments to the SPL unsecured creditors was moved up such that the
first payment of approximately $114,000 is now due in August 1999.

         Year 2000 Issues

         As described more fully in the Company's Form 10-K, the Company does
not have a major year 2000 problems due to the nature of its products. The
Company would require, however, approximately $30,000 to update its hardware and
management system software to comply with the year 2000 issues. While the
Company believes that it does not foresee any problems with its suppliers and
customers, it cannot provide assurance that such will be the case.

         Results of Operations

         Revenues for the six months and three months ended June 30, 1998 and
1997 were $2,501,000 and $1,306,000 and $3,007,000 and $1,418,000, respectively.
The net decrease in revenues in the six months of 1998 of $506,000 was the
result of the discontinuance of the lighting fixtures division which in the six
months of 1997 included approximately $1,162,000 of revenues. The decrease in
the lighting fixtures division revenues was offset by SPL's revenue increase of
approximately $79,000 and AIM's net contribution of approximately $605,000 which
included proceeds from the sale of the licensing right of $270,000 and shipment
of AIM's products of approximately $200,000 pursuant to the agreement reached
with Shindengen.

           The decrease of approximately $112,000 in revenues for the three
months ended June 1998 compared with the same period in 1997 was the result of
the combined net increase in SPL and AIM revenues of approximately $350,000
offset by the revenues in 1997 (none in 1998) of approximately $480,000 by the
discontinued lighting fixtures division.

         Cost of sales, as a percent of sales were 45% and 50% for the six and
three months of 1998 compared with 58% and 51% in the same period in 1997. The
decrease was attributed primarily to the inclusion of the full six 


                                       10
<PAGE>

months of AIM's operations in 1998. AIM was included in 1997 beginning in the
second quarter. Also the revenues recognized from to Shindengen agreement
favorably affected the combined gross margin.

         Selling, general and administrative expenses decreased by approximately
$622,000 and $267,800 for the six and three months of 1998. The reduction was
the result of the discontinuance of the lighting fixtures division.

         Income in 1997 was favorably impacted by the gain recognized from the
chapter 11 proceedings of $576,200.


                                       11
<PAGE>

                         TRI-LITE, INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 6.  Exhibits and  Reports on Form 8-K

                  None


                                       12
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                   TRI-LITE, INC.

DATE:  March 9, 1999                               \S\ E. Maxwell Malone
                                                   E. Maxwell Malone
                                                   Chief Executive Officer

DATE:  March 9, 1999                               \S\ Adrian Cayetano
                                                   Adrian Cayetano
                                                   Principal Accounting Officer



                                       13