U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         AMENDMENT NO. 1 TO FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended July 31, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________



                                 TechLite, Inc.
             (Exact name of registrant as specified in its charter)


   Oklahoma                        333-68071                        73-1522114
--------------              ------------------------               -------------
  (state of                 (Commission File Number)               (IRS Employer
incorporation)                                                      I.D. Number)


                         6106 East 32nd Place, Suite 101
                                 Tulsa, OK 74135
                                  918-664-1441
             -------------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)



        Indicate by check mark whether the  registrant (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  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing  requirements  for the past 90 days. Yes ___ No X (The registrant  became
subject to filing requirements on September 13, 1999.)

        As of July 31,  1999,  there  were  244,444  shares of the  Registrant's
Common Stock, par value $0.001 per share, outstanding.

        Transitional Small Business Disclosure Format (check one):  Yes ___
No  X
   ---


<PAGE>


                         PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements

                                 TECHLITE, INC.
                                 --------------
                          (A Development Stage Company)

                                  BALANCE SHEET
                                  -------------

                                  JULY 31, 1999
                                  -------------



<TABLE>



ASSETS

<S>                                                                       <C>
  Cash - on deposit in trust account                                      $ 245
                                                                          =====


STOCKHOLDER'S EQUITY

   Preferred stock - Authorized 10,000,000 shares,
      $0.001 par value - none issued

   Common stock - 40,000,000 shares authorized,
      $0.001 par value, 244,444 shares issued                               245
                                                                          -----
                                                                          $ 245
                                                                          =====
</TABLE>


                   The accompanying notes are an integral part
                             of this balance sheet.

                                        2
<PAGE>



                                 TECHLITE, INC.
                                 --------------
                          (A Development Stage Company)

                               STATEMENT OF INCOME
                               -------------------
<TABLE>
<CAPTION>


                                     3 Months Ended              6 Months Ended
                                         July 31                     July 31
                                     ---------------             --------------
                                     1999       1998             1999      1998
                                     ----       ----             ----      ----
                                       (Unaudited)                 (Unaudited)

<S>                                  <C>        <C>              <C>       <C>
Revenues                               0          0                0         0

Expenses                               0          0                0         0
                                     ----       ----             ----      ----

Income from operations                 0          0                0         0

Provision for income taxes             0          0                0         0
                                     ----       ----             ----      ----

Net income                             0          0                0         0
                                     ====       ====             ====      ====

Net income per common share            0          0                0         0
                                     ====       ====             ====      ====


</TABLE>














                   The accompanying notes are an integral part
                             of this balance sheet.

                                        3

<PAGE>

                                 TECHLITE, INC.
                                 --------------
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>


                                     6 Months Ended              6 Months Ended
                                      July 31, 1999               July 31, 1998
                                     --------------              --------------
                                       (Unaudited)                 (Unaudited)

<S>                                      <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES     $   0                        $   0
                                         -----                        -----

CASH FLOWS FROM INVESTING ACTIVITIES        0                             0
                                         -----                        -----

CASH FLOWS FROM FINANCING ACTIVITIES        0                             0
                                         -----                        -----

NET INCREASE IN CASH AND
CASH EQUIVALENTS                             0                            0

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                      $ 245                        $ 245
                                         -----                        -----

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                            $ 245                        $ 245
                                         =====                        =====


</TABLE>
















                   The accompanying notes are an integral part
                             of this balance sheet.

                                        4

<PAGE>




                                 TECHLITE, INC.
                                 --------------
                          (A Development Stage Company)

                             NOTES TO BALANCE SHEET
                             ----------------------
                                  JULY 31, 1999
                                  -------------


(1)  ORGANIZATION

     TechLite,  Inc.  (the  Company)  was  organized  in  accordance  with   the
General  Corporation  Act of the  State of  Oklahoma  on June 3,  1997,  for the
purpose of merging  with  TechLite  Applied  Sciences,  Inc.  (TechLite  Applied
Sciences),  an Oklahoma  corporation.  The Company has no business operations or
significant  capital and has no  intention  of  engaging in any active  business
until it merges with TechLite Applied Sciences. Should the merger not occur, the
Company would seek other business  opportunities,  and if none were found, could
be  dissolved  within  18  months  by a vote  of  the  majority  of  its  common
stockholders.  The  Company is a  development-stage  company  organized  for the
merger described below.

     The  sole  officer  and  director  of the  Company is a  stockholder,  vice
president and director of SuperCorp Inc., the Company's parent.

     Stock  of the  Company  is owned  80  percent  by  SuperCorp  Inc.  and  20
percent by two  insiders.  The 80 percent of the stock owned by  SuperCorp  Inc.
will  be  distributed  to  its  stockholders   upon  the  effectiveness  of  the
registration  statements to be filed with the Securities and Exchange Commission
and a favorable vote of SuperCorp  Inc.'s  stockholders on the proposed  merger.
The  distributed  stock will initially be held in escrow  according to an Escrow
Agreement dated April 17, 1998, among SuperCorp Inc., the Company,  and Bank One
Trust Company, NA, Oklahoma City.

(2)  MERGER AGREEMENT

     The  Company  agreed  on  October 16, 1998, to merge with TechLite  Applied
Sciences.  TechLite Applied Sciences is an operating  company in the business of
retrofitting lighting fixtures to obtain reductions in electricity  consumption.
The Company will be the surviving corporation  (Survivor),  but TechLite Applied
Sciences will elect all  directors  and officers of the Survivor.  All currently
outstanding  stock of TechLite Applied Sciences in the hands of its stockholders
will be cancelled and  converted  into  2,209,903  shares of Common Stock of the
Company when the merger is effective.  The merger of TechLite  Applied  Sciences
and the Company should qualify as a nontaxable reorganization under the tax laws
of the United States.

     The  merger  is  contingent  upon  the  effectiveness  of the  registration
statements,  and upon the  stockholders  of the  Company  and  TechLite  Applied
Sciences approving the proposed merger.  Because the Company is only a corporate
shell and not an operating entity,  the proposed merger will be accounted for as
if  TechLite  Applied  Sciences  recapitalized.   Additionally,  the  historical
financial  statements  for the  Company  prior  to the  merger  will be those of
TechLite  Applied  Sciences.  Upon completion of the proposed  merger,  TechLite
Applied Sciences will own 2,209,903 shares of

                                        5

<PAGE>


Common Stock of the Company or 90% of its voting shares.  The fiscal year of the
Company will be December 31.

(3)  COMMON STOCK OPTIONS

     The  sole  director and  stockholders  approved  the 1998 Stock Option Plan
of the Company whereby,  at the discretion of the directors or of a Stock Option
Committee appointed by the board of directors,  invited employees of the Company
or directors of the Company or  consultants  to the Company will have the option
of  subscribing  to common shares of the Company based on a price  determined by
the  directors or Stock Option  Committee.  The number of shares  subject to the
Plan are 500,000. No options have been granted in accordance with this Plan.

(4)  SUBSEQUENT EVENTS

     On  October 21, 1999  the proposed  merger between the Company and TechLite
Applied Sciences, Inc. became effective.  See Note (2) above. The 244,444 shares
of Common  Stock of the Company held in escrow at Bank One Trust  Company,  N.A.
were  distributed to the SuperCorp  shareholders  (see Note (1) above),  and the
2,209,903  shares of Common Stock of the Company  registered for the merger were
distributed to the shareholders of TechLite Applied Sciences,  Inc. Incorporated
by reference  herein are (1) the pre- merger  financial  statements  of TechLite
Applied Sciences,  Inc. (pages F-5 through F-15 of the Company's Amendment No. 4
to Form SB-2 Registration Statement,  Commission File No. 333-68071) and (2) the
Pro Forma Statements of Financial Condition and Income, which give effect to the
merger (pages 15 through 16 of the same document).


Item 2.   Management's Plan of Operation

     On October 21, 1999  the Company  merged with  TechLite  Applied  Sciences,
Inc.  Incorporated by reference herein are Management's  Discussion and Analysis
of Financial  Condition and Results of Operations  and  Description  of TechLite
Applied Sciences' Business which appear, respectively,  on pages 23 to 26 and on
pages  26 to 34 of the  Company's  Amendment  No.  4 to Form  SB-2  Registration
Statement, Commission File No. 333-68071.


Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

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

       2.1       -    Agreement of Merger of October 16, 1998, between TechLite,
                      Inc. and TechLite Applied Sciences, Inc.*

       3.1       -    Articles of Incorporation of TechLite, Inc.*

       3.2       -    Bylaws of TechLite, Inc.*


                                        6

<PAGE>


       10         -    Escrow  Agreement among  TechLite, Inc.;  SuperCorp Inc.;
                       and Bank One Trust Company, NA, Oklahoma City, Oklahoma.*

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

       10.2       -    Representative  agreement  among certain  shareholders of
                       SuperCorp relating to compliance with SEC Rule 419.*

       23         -    Consent of Thomas J. Kenan, Esq. to the reference  to him
                       as an attorney who has  passed upon  certain  information
                       contained in the Registration Statement.*

       23.13      -    Consent of Causon &  Westhoff,  independent  auditors  of
                       TechLite Applied Sciences, Inc.**

       23.14      -    Consent  of  Hogan & Slovacek,  independent  auditors  of
                       TechLite, Inc.**

       27         -    Financial Data Schedule.*


        *      Previously filed with Form SB-2; incorporated herein.
        **     Previously filed with Amendment No. 4 to Form SB-2; incorporated
               herein.

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter for  which this report
is filed.




                                   SIGNATURES

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

Date:  March 23, 2000                        TechLite, Inc.



                                             By:/s/J.D. Arvidson
                                                -------------------------------
                                                J.D. Arvidson, Chief Executive
                                                  Officer

                                        7