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


                                   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 March 31, 2005

                                       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)


                          Commission File No. 333-68071
                        State of Incorporation: Oklahoma
                      IRS Employer I.D. Number: 73-1522114

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


         Indicate by check mark whether any 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 [X] No [ ]

         As of March 31, 2005, there were 21,706,959  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>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION                                              3

Item 1.  Financial Statements                                               3

Item 2.  Management's Discussion and Analysis or Plan of Operation          16

Item 3.  Controls and Procedures                                            17

PART II - OTHER INFORMATION                                                 18

Item 1.  Legal Proceedings                                                  18

Item 2.  Unregistered Sale of Equity Securities                             18

Item 3.  Submission of Matters to a Vote of Security Holders                18

Item 4.  Exhibits and Reports on Form 8-K                                   18

SIGNATURES                                                                  20













                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Balance Sheets as of the Three months ended March 31, 2005
     (unaudited) and the year ended December 31, 2004
     (audited)                                                                 4
Statements of Income (unaudited) Three Months Ended
     March 31, 2005 and the year ended December 31, 2004
     (audited)                                                                 5
Statements of Cash Flows (unaudited) Three Months Ended
     March 31, 2005  the year ended December 31, 2004
     (audited)                                                                 6
Notes to Financial Statements (unaudited)                                      7





















                                       3
<PAGE>
<TABLE>
<CAPTION>

                                 TECHLITE, INC.
                                 BALANCE SHEETS
As of the three months ended March 31, 2005 and the year ended December 31, 2004

                                                      March 31, 2005     December 31, 2004
                                                        (Unaudited)          (Audited)
                                                    -----------------    -----------------
<S>                                                 <C>                  <C>
ASSETS

   Cash                                                           168                  627
   Contract receivables, net                                  103,175              104,695
   Other receivables                                           22,715               20,114
   Inventory                                                    6,936                6,936
   Property & equipment
      Equipment                                               205,906              205,906
      Furniture and fixtures                                   35,478               35,478
      Building and land                                       400,000              400,000
      Leasehold improvements                                   73,394               73,394
      Autos and trucks                                        202,460              202,460
                                                    -----------------    -----------------
                                                              917,238              917,238
      Less accumulated depreciation                           600,818              592,089
                                                    -----------------    -----------------
                                                              316,420              325,149
                                                    -----------------    -----------------
   Other assets, net
                                                              152,081               72,081
                                                    -----------------    -----------------

      Total Assets                                            601,495              529,602
                                                    =================    =================


LIABILITIES

   Accounts payable                                         1,369,433            1,344,011
   Accrued wages                                              177,092              178,418
   Commissions payable                                         74,586               77,586
   Taxes payable                                              278,596              318,034
   Notes payable                                            2,902,766            2,612,734
   Other liabilities                                           12,500               12,500
                                                    -----------------    -----------------

      Total Liabilities                                     4,814,973            4,543,283
                                                    -----------------    -----------------

EQUITY

   Preferred stock, $.001 par value; 10,000,000
     authorized shares; none issued                              --                   --
   Common stock, $.001 par value; 40,000,000
     authorized shares; 21,706,959 and 18,016,959
     issued and outstanding at March 31, 2005
     and December 31, 2004, respectively                       21,707               18,017
   Treasury stock                                             (12,000)             (10,000)
   Paid-in-capital                                          6,728,321            6,555,311
   Retained earnings (deficit)                            (10,951,506)         (10,577,009)
                                                    -----------------    -----------------

      Total Equity                                         (4,213,478)          (4,013,681)
                                                    -----------------    -----------------

      Total Liabilities & Equity                              601,495              529,602
                                                    =================    =================
</TABLE>


See Notes to Financial Statements


                                       4
<PAGE>

                                 TECHLITE, INC.
                              STATEMENTS OF INCOME

                                   (Unaudited)

                                                            Three Months Ended
                                                           --------------------
                                                           March 31    March 31
                                                             2005        2004
                                                           --------    --------

Contract revenues earned                                       --        31,535

Cost of revenues earned                                        --         7,267
                                                           --------    --------

Gross profit                                                   --        24,268

General & administrative expenses                           381,481     261,573
                                                           --------    --------

Income (Loss) from operations                              (381,481)   (237,305)

Other income                                                  6,984      18,146
                                                           --------    --------

Income (Loss) before taxes                                 (374,497)   (219,159)

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

Net Income (Loss)                                          (374,497)   (219,159)
                                                           ========    ========

Net Income (Loss) per common share                            (0.02)      (0.02)
                                                           ========    ========



See Notes to Financial Statements




                                       5
<PAGE>

                                 TECHLITE, INC.
                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                                            Three Months Ended
                                                           --------------------
                                                           March 31    March 31
                                                             2005        2004
                                                           --------    --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                       (374,497)   (219,159)
   Adjustments to reconcile net income to net
        cash provided by operating activities:
   Depreciation                                               8,729      10,702
   Stock given for services                                 150,000        --
   Decrease (increase) in contract receivables                1,520     (67,213)
   Decrease (increase) in other assets/receivables          (82,601)     (2,927)
   Net increase (decrease) in billings related to
      costs and estimated earnings on
      uncompleted contracts                                    --        35,678
   Increase (decrease) in accounts payable                   25,422      35,980
   Increase (decrease) in other accrued liabilities           6,768      90,035
                                                           --------    --------
        Net cash used in operating activities              (264,659)   (116,904)
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of equipment                                    --          --
                                                           --------    --------
        Net cash used in investing activities                  --          --
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principle payments on notes payable                      (64,000)    (16,398)
   New borrowings                                           303,500     125,000
   Sale of stock
                                                             24,700       7,500
                                                           --------    --------
        Net cash provided by financing activities           264,200     116,102
                                                           --------    --------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                           (459)       (802)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                                             627       1,320
                                                           --------    --------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                                                   168         518
                                                           ========    ========

See Notes to Financial Statements



                                       6
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

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

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

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

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

         Revenues from fixed-price  construction contracts are recognized on the
percentage-of-completion method, measured by the percentage of costs incurred to
date to estimated total costs for each contract.  Material costs are recorded as
material  is received on the job site.  Only enough  material  for a few days is
delivered  to the  job  site at any  one  time.  Excess  materials  are  held in
inventory and are not recorded as job expense until  delivered.  Labor costs are
recorded when paid or accrued at the end of a reporting  period.  This method is
used  because  the Company  considers  expended  costs to be the best  available
measure of progress on these contracts. Because of the inherent uncertainties in
estimating  costs,  it is at least  reasonably  possible that the estimates used
will change within the near term. Revenue received from direct sale of materials
and  engineering  work is  recorded  as  other  income.  These  amounts  are not
considered significant to the overall operation of the Company. Warranty work is
covered by the  manufacturer  of the  materials.  Revenue from  warranty work is
recorded as other income.

Contracts Receivable
--------------------

         Contracts receivable from performing  construction  contracts are based
on  contracted   prices.   The  company   provides  an  allowance  for  doubtful
collections, which is based upon a review of outstanding receivables, historical
collections  information,  and existing  economic  conditions.  Normal contracts
receivable  are  due  30  days  after  the  issuance  of the  invoice.  Contract
retentions are due 30 days after completion of the project and acceptance by the
owner.  Receivables  past due more  than  120  days are  considered  delinquent.
Delinquent receivables are written off based on individual credit evaluation and
specific circumstances of the customer.



                                       7
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

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

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

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

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

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

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

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

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

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







                                       8
<PAGE>
<TABLE>
<CAPTION>


                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 2:  CONTRACT RECEIVABLES

Contract receivables consist of:
                                                          MAR 2005     DEC 2004
                                                         ----------   ----------
   Billed
    Completed contracts                                  $  103,175   $  104,695
    Contracts in progress
                                                         ----------   ----------


                                                         $  103,175   $  104,695
                                                         ==========   ==========


NOTE 3: COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs,  estimated earnings and billings on uncompleted  contracts are summarized
as follows:


                                                          MAR 2005     DEC 2004
                                                         ----------   ----------

   Costs incurred on uncompleted contracts               $     --     $     --
   Estimated earnings                                          --           --
                                                         ----------   ----------
                                                               --           --
   Billings to date                                            --           --
                                                         ----------   ----------
                                                         $     --     $     --
                                                         ==========   ==========


   Included in the accompanying balance sheet under
     the following captions:
       Billings in excess of costs and estimated
          earnings on uncompleted contracts              $     --     $     --
                                                         ==========   ==========


NOTE 4:  NOTES PAYABLE

                                                            MAR 2005     DEC 2004
                                                           ----------   ----------
   <S>                                                     <C>          <C>
   Unsecured notes payable, due on demand, at 7% to
     10%                                                   $  703,014   $  713,514
   Note payable, collateralized by second mortgage on
     building and land, due March 2003, at 5%                 125,000      125,000
   Unsecured line of credit, at 12%                            19,473       19,473
   Note payable, non-interest bearing, convertible
     to Company stock at the option of the lender              30,000       30,000




                                       9
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 4: NOTES PAYABLE (Continued)

   Note payable, collateralized by accounts receivable,
     currently in foreclosure, due immediately, at 7%         578,643      578,643
   Note payable, collateralized by Company stock,
     real estate and vehicles, currently in foreclosure,
     due immediately, at 7.75%                                 75,841       75,841
   Note payable, collateralized by 750,692 shares of
     Company stock owned by two officers and
     additional real estate owned by one officer,
     currently in foreclosure, due immediately, at
     6.75%                                                    250,830      250,830
   Unsecured notes payable to company officers, due  on
     demand, at 7% to 8%                                      192,838      192,838
   Note payable, collateralized by 2,000,000 shares of
     Company stock, principle and interest of $75,000
     due August 2005                                          300,000         --
   Note payable, collateralized by specific accounts
     receivable, 110,000 shares of Company stock given
     in lieu of interest, due April 2, 2004                    51,598      101,598
   Note payable, collateralized by building and land,
     currently in foreclosure, due immediately, at 9%         324,936      324,936
                                                           ----------   ----------
                                                            2,652,173    2,412,673
   Accrued interest                                           250,593      200,061
                                                           ----------   ----------

                                                           $2,902,766   $2,612,734
                                                           ==========   ==========
</TABLE>

Interest  expense  incurred  during the period ended March 31, 2005 and the year
ended  December  31,  2004 was  $52,623  and  $236,361,  respectfully.  Interest
actually paid during the period ended March 31, 2005 and year ended December 31,
2004 was $1,000 and $84,229, respectfully.

Aggregate annual maturities of debt at March 31, 2005, are:

                       2005                    $2,622,173
                       2006                          --
                       2007                          --
                       2008                          --
                       2009                          --
                       Thereafter                  30,000
                                               ----------

                                               $2,652,173
                                               ==========



                                       10
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED




NOTE 5:  PROPERTY AND EQUIPMENT

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


                                                          MAR 2005     DEC 2004
                                                         ----------   ----------

   Buildings                                             $  125,400   $  120,400
   Vehicles                                                 194,137      193,292
   Equipment                                                201,195      200,671
   Furniture                                                 31,484       30,959
   Leasehold improvements                                    48,602       46,767
                                                         ----------   ----------

                                                         $  600,818   $  592,089
                                                         ==========   ==========


NOTE 6: INCOME TAXES AND DEFERRED INCOME TAXES

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

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

                                                        MAR 2005      DEC 2004
                                                       ----------    ----------

   Computed at the statutory rate of 34%               $ (127,329)   $ (439,813)
   Increase in tax resulting from:
        Net operating loss carryforward allowance         127,329       439,813
                                                       ----------    ----------

                                                       $     --      $     --
                                                       ==========    ==========









                                       11
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED




NOTE 6:  INCOME TAXES AND DEFERRED INCOME TAXES (Continued)

         As of March 31, 2005,  the Company had federal and state net  operating
loss carryforwards, which may be applied to future taxable income of $9,221,344.
Net operating loss carryforwards expire as follows:

  Amount        Federal      State
----------      -------      ------
$  109,832        2010        2010
   610,900        2018        2013
 1,474,640        2019        2014
 1,960,330        2020        2015
 1,962,488        2021        2021
 1,530,513        2022        2022
   363,289        2023        2023
 1,209,352        2024        2024
----------

$9,221,344
==========

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


NOTE 7: BACKLOG

         The  following  schedule  summarizes  changes in  backlog on  contracts
during the period ended March 31, 2005 and year ended December 31, 2004. Backlog
represents the amount of revenue the Company  expects to realize from work to be
performed on uncompleted  contracts in progress at year-end and from contractual
agreements on which work has not yet begun.

                                                          MAR 2005     DEC 2004
                                                         ----------   ----------

   Backlog, beginning of year                            $     --     $    7,269
   New contracts during the year                               --        112,286
   Contract adjustments                                        --         27,556
                                                         ----------   ----------
                                                               --        147,111
   Less contract revenues earned during the year               --        147,111
                                                         ----------   ----------

   Backlog, end of year                                  $     --     $     --
                                                         ==========   ==========




                                       12
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


NOTE 8: SIGNIFICANT ESTIMATES AND CONCENTRATIONS

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

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


NOTE 9: OTHER ASSETS

         At March 31, 2005 and December 31, 2004, the Company recorded  $152,081
and  $72,081  respectively,  as other  assets.  Other  assets at March 31,  2005
include $4,081 for cash deposits with a utility company, $35,000 note receivable
from a Company officer, $87,000 advanced to a business consultant and $26,000 in
receivables for stock issued,  but not paid for as of year-end.  Other assets at
December  31, 2004  include  $4,081 for cash  deposits  with a utility  company,
$35,000 note  receivable from a Company  officer,  $7,000 advanced to a business
consultant and $26,000 in receivables  for stock issued,  but not paid for as of
year-end.


NOTE 10: CONTINGENCIES

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


NOTE 11: GOING CONCERN

         Management  is  continuing to develop  strategic  alliances  with other
companies to compliment the marketing and production  capabilities  of TechLite,
Inc.  Management  believes this would provide TechLite,  Inc. and its affiliates
the ability to service customers more effectively. Management is also working to
gain contracts on jobs which have been under development for some time. However,
the Company  currently is unable to obtain the necessary bonding to successfully
obtain new  contracts.  Management  is  looking to obtain new equity  funding to
recapitalize  the  company.  Once  sufficient  capital is in place,  the Company
should again be able to bond and bid new jobs.  The  continued  existence of the
Company may be contingent on obtaining new capitalization.


                                       13
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED




NOTE 11: GOING CONCERN (Continued)

         The Oklahoma Tax Commission has filed a tax lien with respect to unpaid
payroll  taxes.  A  payment  arrangement  has been made  with the  Oklahoma  Tax
Commission;  however,  the Company is behind on the payments  agreed to be paid.
The  Company  also has  unpaid  federal  payroll  taxes  which are  recorded  as
liabilities  in the  financial  statements.  The Company is  attempting to raise
additional  equity  capital,  which  could  be used to pay  all  payroll  taxes.
However,  the length of time the Company can continue as a going concern without
paying these payroll taxes is unknown.  Additionally,  the Company's  bank which
has four outstanding  loans,  started  foreclosure  proceedings during 2005. The
outcome of this event is unknown at this time.


NOTE 12: UNISSUED SHARES OF COMPANY STOCK

         As of March 31, 2005 and December 31, 2004,  the  financial  statements
reflect liabilities of $12,500 for stock which has been purchased,  but remained
unissued at year-end.  The number of unissued shares is 10,000 at March 31, 2005
and  December  31,  2004.  The  number of shares of  Company  stock  issued  and
outstanding  at March 31, 2005 and  December 31, 2004 and the net loss per share
do not reflect these additional shares as they were not issued at March 31, 2005
and December 31, 2004.


NOTE 13: STOCK COMPENSATION

         General and administrative  expenses of $381,481 and $1,542,945 for the
period ended March 31, 2005 and the year ended  December 31, 2004  respectively,
includes  $150,000 and $444,600 of expenses  associated with exchanging  Company
stock for  marketing  and  administrative  services.  Company stock was given to
various  individuals and companies in exchange for marketing and  administrative
services in the amount of 1,500,000 and 3,646,000 shares during the period ended
March 31, 2005 and the year ended December 31, 2004, respectively.  The value of
the stock  exchanged was an average  estimated value of  approximately  $.10 and
$.12 per share,  for the period ended March 31, 2005 and the year ended December
31,  2004,  respectively.  Accordingly,  $150,000  and  $444,600 are recorded as
general and  administrative  expense  during the period ended March 31, 2005 and
the year ended December 31, 2004, respectively.






                                       14
<PAGE>

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

         The following  discussion  and analysis  should be read in  conjunction
with  the  financial  statements  and  the  accompanying  notes  thereto  and is
qualified  in its  entirety  by the  foregoing  and by more  detailed  financial
information appearing elsewhere. See "Item 1. Financial Statements."

                                 TechLite Report
                                 ---------------
                         Regarding 2004 - 2005 Business
                         ------------------------------

Historically  many sizable  construction  and/or energy upgrade projects require
Performance  Bonds. In recent years TechLite has been able to obtain bonding for
such jobs. In 2004 TechLite early sales totaled appropriately $3,103,576.00. Due
to  issues  within  the  Re-Insurance   Industry   `Performance   Bonds'  became
increasingly difficult or impossible to obtain.

TechLite has several  million  dollars  worth of projects in the sales  pipeline
that require Performance Bonds.  However,  TechLite has temporally backed off of
its  immediate  sales  efforts to acquire the  necessary  Capital and  increased
assets to upgrade its financial position and ability to obtain Performance Bonds
for those pending projects.

Without  question the  lingering  negative  financial  fallout from the TechLite
Florida situation has been a hindrance in efforts to achieve company objectives.
However,  upon  completion of steps  already in progress,  TechLite will be in a
positive position (near term) to accomplish the following:

         o        Strengthen its balance sheet.
         o        Enhance  its  ability  to  obtain   Performance   Bonding  for
                  government and school Energy Upgrade projects.
         o        Provide sufficient  capital to expand sales,  acquire material
                  and expedite installation.
         o        Increase Gross revenue and profit.
         o        Increase the valve of the company.

With  increasing  Energy  costs  TechLite is in the right  business at the right
time.  However,  the items listed above must be completed in order to capitalize
on the expanded business  opportunities  that are available to us. By completing
the steps listed above  TechLite will achieve a positive  position and therefore
create a solid company base and stabilize the company's public value.


         Results of  Operations - First Quarter of Fiscal 2005 Compared to First
Quarter of Fiscal Year 2004

         Our  revenues  of $0 for the  quarter  ended  March 31,  2005 (Q1 2005)
decreased  by $31,535 or 100  percent  from  revenues of $31,535 for the quarter
ended  March 31,  2004 (Q1 2004).  This  decrease  was due to a small  amount of
contract sales billings during the quarter.




                                       15
<PAGE>

         General and administrative expenses for Q1 2005 were $381,481, compared
with general and administrative expenses of $261,573 for Q1 2004, an increase of
$119,908,  or thirty one percent.  The major item of general and  administrative
expenses for Q1 2005 was administrative salaries and interest expense.

         We had a net  loss of  $374,497  for Q1 2005  compared  to net  loss of
$219,159 for Q1 2004. At the end of Q1 2005 we had no backlog of business.

         Liquidity and Capital Reserves
         ------------------------------

         Our net loss of $374,497 from operations the first quarter  represented
negative  cash flow.  We covered  this  through an  increase  of $6,768 in other
accrued liabilities, and new borrowings of $303,500.

         Outlook
         -------

         This outlook section contains a number of  forward-looking  statements,
all of  which  are  based  on  current  expectations.  Actual  results  may vary
considerably.

         We feel that our outlook is  continually  improving  considerably  as a
result of embarking upon an aggressive strategy to write business and reduce our
overhead.  This  includes  reducing our  conventional  in-house  sales force and
forging strategic  agreements to penetrate selected markets.  Among the benefits
of this  approach is the deferral of most of our sales cost until after an order
is  received  and  avoiding  most  sales  cost in  cases  where  an order is not
received.  It also involves  going to market  through  non-traditional  outlets,
where our type of work,  though not  typically  part of the  standard  basket of
goods,  can  nevertheless  be realized  by  capitalizing  on  existing  end-user
goodwill.  Expectations  are high that this effort will yield  results that will
markedly boost sales. Techlite remains committed to existing national alliances,
particularly in the areas of survey and delivery that will fulfill the increased
sales.

Item 3. Controls and Procedures

         Evaluation of disclosure controls and procedures.  We maintain controls
and procedures  designed to ensure that information  required to be disclosed in
this  report  is  recorded,  processed,  accumulated  and  communicated  to  our
management,  including  our chief  executive  officer  and our  chief  financial
officer, to allow timely decisions regarding the required disclosure. Within the
90 days  prior to the  filing  date of this  report,  our  management,  with the
participation  of our  chief  executive  officer  and chief  financial  officer,
carried out an  evaluation of the  effectiveness  of the design and operation of
these disclosure controls and procedures.  Our chief executive officer and chief
financial officer concluded, as of fifteen days prior to the filing date of this
report, that these disclosure controls and procedures are effective.

         Changes  in  internal  controls.  Subsequent  to the date of the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that could  significantly  affect these  controls,  nor did we take any
corrective  action,  as the evaluation  revealed no significant  deficiencies or
material weaknesses.






                                       16
<PAGE>

                          PART I I - OTHER INFORMATION


Item  1.  Legal Proceedings

         Spirit Bank vs. TechLite, Inc., et al, 04/12/2005,  CJ20051243,  in the
alleged amount of $1,051,713.00.

         North American  Gaming and  Enetertainment  Corporation  vs.  TechLite,
Inc., et al, 2004; judgement balance approximately $40,000.00.

         Kris-Davis Company vs. TechLite, Inc., 2000; judgement balance $51,561.

         Broken Arrow Electric Supply, Inc. vs. TechLite Applied Sciences,  Inc.
TechLite,  10/2000;  alleged  amount  of  $142,863.39.  TechLite  has  reached a
settlement  with the  plaintiff in the case whereby  TechLite  pays the creditor
$3,000 a month.

Item 2.  Unregistered Sale of Equity Securites
         None

Item 3.  Submission of Maters to a Vote of Security Holders
         None

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

                                 High             Low
                                 ----             ---
         2004:
               1st Qtr.          0.4              0.26
               2nd Qtr.          0.26             0.07
               3rd Qtr.          0.88             0.15
               4th Qtr.          0.65             0.09

         2005:
               1st Qtr.          0.18             0.01











                                       17
<PAGE>

Item 4.  Exhibits and Reports on Form 8-K


(a)      Exhibits

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

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

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

         3.1      Articles of Incorporation of TechLite, Inc.*

         3.2      Bylaws of TechLite, Inc.*

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

         99       Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.

         99.1     Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.


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


(b)      Reports on Form 8-K

         None









                                       18
<PAGE>

                                   SIGNATURES

         In accordance  with the  requirements  of the Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Dated:  May 20, 2004                                 TECHLITE, INC.



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

















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