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 June 30, 2004

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)


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 August 19, 2004, there were 10,994,910 shares of the registrants common stock, par value $0.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


TABLE OF CONTENTSPagePART I - FINANCIAL INFORMATION

3Item 1. Financial Statements

3Item 2. Managements Discussion and Analysis or Plan of Operation

16Item 3. Controls and Procedures

16PART II - OTHER INFORMATION

17Item 1. Legal Proceedings

17Item 2. Changes in Securities

17Item 3. Defaults Upon Senior Securities

17Item 4. Submission of Matters to a Vote of Security Holders

17Item 5. Other Information

17Item 6. Exhibits and Reports on Form 8-K

19SIGNATURES

19

2
PART I  FINANCIAL INFORMATION

Item 1. Financial StatementsPageBalance Sheets for the three months ended June 30, 2004and 2003 (unaudited) and the six months endedJune 30, 2004 and 2003 (unaudited)


4Statements of Income (unaudited) Three Months EndedJune 30, 2004 and 2003 and Six MonthsEnded June 30, 2004 and 2003


5Statements of Cash Flows (unaudited) Three Months EndedJune 30, 2004 and 2003 and Six MonthsEnded June 30, 2004 and 2003


6Notes to Financial Statements (unaudited)


7 3
  
 TECHLITE, INC.BALANCE SHEETSAs of the six months ended June 30, 2004 and the year ended December 31, 2003June 30, 2004


December 31, 2003(Unaudited)


(Audited)ASSETSCash


1,992


1,320Contract receivables


208,577


181,021Inventory


6,936


6,936Property & equipmentEquipment


205,291


207,400Furniture and fixtures


35,478


35,478Building and land


400,000


400,000Leasehold improvements


73,394


73,394Autos and trucks


202,460


202,460916,623


918,732Less accumulated depreciation


571,205


549,801345,418


368,931Other assets, net


41,257


32,397Total Assets


604,180


590,605LIABILITIESAccounts payable


1,418,592


1,697,964Accrued wages


215,344


157,390Billings in excess of costs & estimatedearnings on uncompleted contracts


12,818


7,269Taxes payable


253,874


216,349Notes payable


2,935,476


2,472,727Other liabilities


353,292


406,579Total Liabilities


5,189,396


4,958,278EQUITYPreferred stock, $.001 par value; 10,000,000authorized shares; none issued


-


-Common stock, $.001 par value; 40,000,000authorized shares; 10,994,910 and 10,194,910issued and outstanding at June 30, 2004and December 31, 2003, respectively


10,995


10,195Treasury stock


(10,000
)

(10,000
)Paid-in-capital


5,094,772


4,915,572Retained earnings (deficit)


(9,680,983
)

(9,283,440
)Total Equity


(4,585,216
)

(4,367,673
)Total Liabilities & Equity


604,180


590,605See Notes to Financial Statements







4




TECHLITE, INC.STATEMENTS OF INCOME(Unaudited)Three Months Ended

Six Months EndedJune 30


June 30


June 30


June 302004


2003


2004


2003Contract revenues earned


(9,528
)

949,450


22,007


1,121,038Cost of revenues earned


8,327


697,047


15,594


826,885Gross profit (loss)


(17,855
)

252,403


6,413


294,153General & administrative expenses


250,166


266,075


511,739


575,501Income (Loss) from operations


(268,021
)

(13,672
)

(505,326
)

(281,348
)Other income


89,637


9,781


107,783


28,771Income (Loss) before taxes


(178,384
)

(3,891
)

(397,543
)

(252,577
)Provision for income taxes


-


-


-


-Net Income (Loss)


(178,384
)

(3,891
)

(397,543
)

(252,577
)Net Income (Loss) per common share


(0.02
)

(0.00
)

(0.04
)

(0.03
)See Notes to Financial Statements.






5




TECHLITE, INC.STATEMENTS OF CASH FLOWS(Unaudited)Three Months Ended

Six Months EndedJune 30


June 30


June 30


June 302004


2003


2004


2003CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)


(178,384
)

(3,891
)

(397,543
)

(252,577
)Adjustments to reconcile net income to netcash provided by operating activities:Depreciation


10,703


18,299


21,405


36,256Stock given as compensation


31,250


-


31,250


-(Gain) loss of sale of assets


-


-


-


(400
)Decrease (increase) in contract receivables


39,657


(386,250
)

(27,556
)

(413,241
)Decrease (increase) in other assets/receivables


(5,933
)

8,999


(8,860
)

7,486Net increase (decrease) in billings related tocosts and estimated earnings onuncompleted contracts


(30,129
)

(168,371
)

5,549


(57,087
)Increase (decrease) in accounts payable


(290,352
)

412,211


(254,372
)

268,946Increase (decrease) in other accrued liabilities


38,135


197,411


128,170


277,656Net cash provided by (used in) operating activities


(385,053
)

78,408


(501,957
)

(132,961
)CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition of equipment


-


(5,268
)

-


(5,598
)Sale of equipment


-


-


-


-Net cash used in investing activities


-


(5,268
)

-


(5,598
)CASH FLOWS FROM FINANCING ACTIVITIES:Principle payments on notes payable


(86,723
)

(279,937
)

(103,121
)

(375,786
)New borrowings


437,000


195,000


562,000


513,692Sale of stock


36,250


-


43,750


-Net cash provided by (used in) financing activities


386,527


(84,937
)

502,629


137,906NET INCREASE (DECREASE) IN CASHAND CASH EQUIVALENTS


1,474


(11,797
)

672


(653
)CASH AND CASH EQUIVALENTS ATBEGINNING OF PERIOD


518


12,057


1,320


913CASH AND CASH EQUIVALENTS ATEND OF PERIOD


1,992


260


1,992


260See Notes to Financial Statements






6




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
 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
  TECHLITE, INC.

NOTES TO FINANCIAL STATEMENTS

UNAUDITED
 NOTE 2:  CONTRACT RECEIVABLES
 
 Contract receivables consist of:
 
 JUNE 2004


DEC 2003BilledCompleted contracts

$
3,882

$
3,882Contracts in progress


204,695


177,139$
208,577

$
181,021
  NOTE 3:  COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
 
 Costs, estimated earnings and billings on uncompleted contracts are summarized as follows:
 
 JUNE 2004


DEC 2003Costs incurred on uncompleted contracts

$
2,260,782

$
2,234,699Estimated earnings


675,839


679,9152,936,621


2,914,614Billings to date


2,949,439


2,921,883$
(12,818
)
$
(7,269
)Included in the accompanying balance sheet under the following captions:Billings in excess of costs and estimatedearnings on uncompleted contracts

$
12,818

$
7,269
  NOTE 4:  NOTES PAYABLE
 
 JUNE 2004


DEC 2003Unsecured notes payable, due on demand, at 7% to 10%


$ 185,076


$ 196,312Note payable, collateralized by second mortgage on building and land, due March 2003, at 5%


125,000


125,000Unsecured line of credit, at 16.75%


19,473


19,473Note payable, non-interest bearing, convertible
to Company stock at the option of the lender


30,000


30,000
 
 9
  TECHLITE, INC.

NOTES TO FINANCIAL STATEMENTS

UNAUDITED
 NOTE 4:  NOTES PAYABLE (Continued)
 
 Note payable, collateralized by accounts receivable, quarterly interest due through June 2002, then due in 48 monthly installments plus interest beginning in July 2002 and ending in June 2006, at 7%


647,980


736,710Note payable, collateralized by Company stock, real estate and vehicles, due July 2006, at 8.75%


84,085


93,479Note payable, collateralized by 750,692 shares of Company stock owned by two officers and additional real estate owned by one officer, due March 2003, at 5.75%


250,830


250,830Unsecured notes payable to company officers, due on demand, at 7% to 8%


119,232


119,232Note payable, collateralized by 8300 shares of Emerson Electric stock owned by a Company shareholder, due March 2003, at 5.25%


395,100


395,100Note payable, due Sept 2004, at 10%, convertibleto Company stock at the option of the lender


80,000Note payable, due Sept 2004, at 10%, convertibleto Company stock at the option of the lender


170,000Note payable, due Dec 2004, at 10%, convertibleto Company stock at the option of the lender


130,000Note payable, due Aug 2004, at 6.5%


25,000Note payable, due July 2004, interest of $2,500is due with principle payment


25,000Note payable, due in monthly installments plusinterest to January 2005, at 10%


6,103Note payable, collateralized by specific accountsreceivable, 110,000 shares of Company stockgiven in lieu of interest, due April 2, 2004


125,000Note payable, building and land, due in monthly installments plus interest to
October 2013, at 9%


326,819


330,7212,744,698


2,296,857Accrued interest


190,778


175,870$
2,935,476

$
2,472,727
  10
  TECHLITE, INC.

NOTES TO FINANCIAL STATEMENTS

UNAUDITED
 NOTE 4:  NOTES PAYABLE (Continued)
 
 Interest expense incurred during the period ended June 30, 2004 and the year ended December 31, 2003 was $146,950 and $243,638, respectfully. Interest actually paid during the period ended June 30, 2004 and the year ended December 31, 2003 was $54,920 and $130,016, respectfully.
 
 Aggregate annual maturities of debt at June 30, 2004, are:
 
 2004

$
1,892,8892005


317,5142006


236,4302007


27,6502008


30,244Thereafter


239,971$
2,744,698
  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:
 
 JUNE 2004


DEC 2003Buildings

$
110,400

$
100,400Vehicles


191,099


188,905Equipment


197,312


193,434Furniture


29,296


27,634Leasehold improvements


43,098


39,428$
571,205

$
549,801
  11
  TECHLITE, INC.

NOTES TO FINANCIAL STATEMENTS

UNAUDITED
 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:
 
 JUNE 2004


DEC 2003Computed at the statutory rate of 34%

$
(135,165
)
$
(131,552
)Increase in tax resulting from:Net operating loss carryforward allowance


135,165


131,552$
0

$
0
 
 As of June 30, 2004, the Company had federal and state net operating loss carryforwards, which may be applied to future taxable income of $8,035,621. Net operating loss carryforwards expire as follows:
 
 Amount


Federal


State$ 109,832


2010


2010610,900


2018


20131,474,640


2019


20141,960,330


2020


20151,962,488


2021


20211,530,513


2022


2022386,918


2023


2023$ 8,035,621
 
 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.
 
 12
  TECHLITE, INC.

NOTES TO FINANCIAL STATEMENTS

UNAUDITED
 NOTE 7:  BACKLOG
 
 The following schedule summarizes changes in backlog on contracts during the period ended June 30, 2004 and the year ended December 31, 2003. Backlog represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress at period-end and from contractual agreements on which work has not yet begun.
 
 JUNE 2004


DEC 2003Backlog, beginning of period

$
7,269

$
604,728New contracts during the period


91,534


2,191,711Contract adjustments


24,266


138,535123,069


2,934,974Less contract revenues earned during the period


22,007


2,927,705Backlog, end of period

$
101,062

$
7,269
  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 June 30, 2004 and December 31, 2003, the Company recorded $41,257 and $32,397 respectively, as other assets. Other assets at June 30, 2004 include $4,081 for cash deposits with a utility company, $3,599 in employee receivables, $7,577 in interest receivable and $26,000 in receivables for stock issued, but not paid for as of period-end. Other assets at December 31, 2003 include $4,081 for cash deposits with a utility company, $2,316 in employee receivables and $26,000 in receivables for stock issued, but not paid for as of period-end.
 
 13
  TECHLITE, INC.

NOTES TO FINANCIAL STATEMENTS

UNAUDITED
 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. Management is also looking to obtain new equity funding to recapitalize the company. The continued existence of the Company may be contingent on obtaining some or all of the above.
 
 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 fully pay all payroll taxes. However, the length of time the Company can continue as a going concern without paying these payroll taxes is unknown.
  NOTE 12:  UNISSUED SHARES OF COMPANY STOCK
 
 During the year ended December 31, 2001, the Company collected $739,210 for the sale of 1,403,377 shares of Company stock. As of June 30, 2004 and December 31, 2003, 186,710 shares of this stock were still not issued and these financial statements reflect liabilities of $189,210 for the cash collected. During the year ended December 31, 2003, the Company collected $130,000 for the sale of 650,000 shares of stock which were not issued at year end. The financial statements at December 31, 2003 reflect liabilities of $130,000 for the cash collected. As of June 30, 2004, 400,000 of the 650,000 shares were issued. An additional $27,000 for the sale of 108,000 shares was received during the period ended June 30, 2004 and the stock is not issued at June 30, 2004. The financial statements at June 30, 2004 reflect liabilities of $266,210 for the cash collected. The number of shares of Company stock issued and outstanding at June 30, 2004 and December 31, 2003 and the net loss per share do not reflect these additional shares as they were not issued at June 30, 2004 and December 31, 2003.
 
 14
  TECHLITE, INC.

NOTES TO FINANCIAL STATEMENTS

UNAUDITED
 
 NOTE 13:  STOCK WARRANTS
 
 During the period ended June 30, 2004 the Company authorized Class A and Class B common stock purchase warrants. The warrants will be sold in connection with future stock sales bundled as units. Each unit will contain 10,000 shares of Company common stock, 5,000 Class A warrants and 3,333 Class B warrants. There are 300 units authorized. The Class A warrants can be exercised to purchase Company common stock at $0.50 per share prior to September 30, 2004. The Class B warrants can be exercised to purchase Company common stock at $1.00 per share prior to March 31, 2005. Should the Companys common stock closing bid price be at least $2.00 per share for 10 consecutive trading days, the Company can give the holder of the warrant 30 days written notice within which the warrant must be exercised or the warrant will expire.
 
 
 
 
 15
 Item 2. Managements Discussion and Analysis or Plan of Operations
 
 The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto for the three-month period ended June 30, 2004 and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See "Item 1. Financial Statements." The discussion includes managements expectations for the future.
 
 Results of Operations - Second Quarter of 2004 Compared to Second Quarter of 2003
 
 Our revenues of $949,450 for the quarter ended June 30, 2003 (Q2 2003) decreased by $958,978 or 101 percent to revenues of $(9528) for the quarter ended June 30, 2004 (Q2 2004). This decrease was due primarily to an over-billing error associated with a disputed job change order in the 1 st quarter 2004.
 
 General and administrative expenses for Q2 2004 were $250,166, a reduction of $15,909 when compared with general and administrative expenses of $266,075 for Q2 2003. The decrease in general and administrative expenses was due primarily to cost cutting measures.
 
 We had a net loss of $178,384 for Q2 2004 compared to net loss of $3,891 for Q2 2003. At the end of Q2 2004 our backlog of business was $101,062, compared to a backlog of $1,826,816 at the end of Q2 2003.
 
 Results of Operations  First Half of 2004 Compared to First Half of 2003
 
 Our revenues of $22,007 for the first half of fiscal year 2004 represented a decrease of $1,099,031 from revenues of $1,121,038 during the first half of 2003. This decrease was due primarily to a decrease in business and the aforementioned billing error in the 1 st quarter of 2004.
 
 General and administrative expenses for the first half of 2004 were $511,739, compared with general and administrative expenses of $575,501 for the first half of 2003, a reduction of $63,762 or 11percent. The decrease was due primarily to expense and personnel reductions.
 
 We had a net loss from operations of $505,326 during the first half of 2004, an increase loss of $223,978, or 80 percent, from a net loss from operations of $281,348 during the first half of 2003. Our total net loss of $397,543 for the first half of 2004 represented an increase loss of $144,966 from a loss of $252,577 for the first half of 2003, an increase loss of 57 percent.
 
 16 
 Liquidity and Capital Reserves
 
 Our net loss of $397,543 for the first half of 2004 represented negative cash flow. We covered this primarily through an increase of $562,000 in new borrowings, an increase of $128,170 in other accrued liabilities and the issuance of $43,750 worth of stock sold.
 
 Outlook
 
 This outlook section contains a number of forward-looking statements, all of which are based on current expectations. Actual results may vary considerably.
 
 In the 1 st six months of 2004, TechLite, Inc. did not complete any significant installation work. However, TechLites sales and debt reduction program will show excellent results in the 3 rd and 4 th Quarters of 2004. TechLite expects to have completed contracts and installation work in progress on 4.2 million square feet (60,000 fixtures) during the 3 rd and 4 th Quarters, approximately $3 million in sales. TechLite has approximately $6 million in additional contracts that are expected to close in the next five to eight months. TechLite expects to reduce its debt by $1.5 million by the end of the 3 rd Quarter this year, and in addition, expects to produce a profit exceeding $1.4 million in the next 11 months.
 
 We feel that our outlook will improve considerably since embarking upon an aggressive strategy to write new 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. TechLite is also adding two new state-of-the-art energy reduction products to its Turnkey Energy Services Program in September 2004. 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 . The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of June 30, 2004. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms.
 
 Changes in internal controls . There were no significant changes in internal controls or other factors that could significantly affect our internal controls subsequent to the date of our evaluation.
 
 17
  PART II - OTHER INFORMATION
 
 Item 1.   Legal Proceedings
 
 On September 7, 2000, in Civil Action CJ 2000 C4310 filed in the District Court of Tulsa County, Oklahoma, entitled Kriz-Davis Company vs. TechLite, Inc., et al, TechLite was sued on an open account for the purchase of goods and services in the alleged amount of $51,561. This amount plus attorney fees and court costs are sought in the action. TechLite admits the validity of the claim and has reached a settlement agreement whereby TechLite pays the creditor $1,000 a month.
 
 On October 5, 2000, in Civil Action CJ 2000 04842 filed in the District Court of Tulsa County, Oklahoma, entitled Broken Arrow Electric Supply, Inc. vs. TechLite Applied Sciences, Inc . TechLite was sued on an open account for the purchase of goods and services in the alleged amount of $142,863.39. This amount plus attorney fees and court costs are sought in the action. TechLite has reached a settlement with the plaintiff in the case whereby TechLite pays the creditor $3,000 a month.
 
 No director, officer or affiliate of the company, and no owner of record or beneficial owner of more than 5.0% of the securities of the company, or any associate of any such director, officer or security holder is a party adverse to the company or has a material interest adverse to the Company in reference to any litigation.
 
 Item 2.   Changes in Securities
 
 None.
 
 Item 3.   Defaults Upon Senior Securities
 
 None.
 
 Item 4.   Submission of Matters to a Vote of Security Holders
 
 None.
 
 Item 5.   Other Information
 
 None.
 
 
 Item 6. 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:
 
 18
  Exhibit


Item2


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.*31


Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.1


Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32


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 2002.32.1


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
 **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.
  TECHLITE, INC.Date: August 19, 2004
By:
/s/J.D. ArvidsonChief Executive Officer
 19 ****
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 **TechLite, Inc.**
 Commission File No. 333-68071
 
 **INDEX TO EXHIBITS TO FORM 10-QSB**
 **For the quarterly period ended June 30, 2004**
 
 
 The following exhibits are filed, by incorporation by reference, as part of this Form 10-QSB:
 Exhibit


Item2


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.*31


Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.1


Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32


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 2002.32.1


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.
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