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 July 31, 2000

                                       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  July 31, 2000,  there were 3,224,311  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

















                                       2

                                 TECHLITE, INC.
                                 BALANCE SHEETS
                           As of the six months ended
           July 31, 2000 and the twelve months ended January 31, 2000
<TABLE>
<CAPTION>
                                               July 31, 2000    January 31, 2000
                                                (Unaudited)         (Audited)
                                               -------------    ----------------
ASSETS

<S>                                             <C>               <C>
      Cash                                      $   142,271       $    126,189
      Accounts receivable                           275,096            337,606
      Inventory                                       6,000            189,949
      Property & equipment
         Equipment                                  197,607            196,314
         Furniture and fixtures                      33,637             32,490
         Building and land                          400,000            400,000
         Leasehold improvements                      70,494             68,020
         Autos and trucks                           209,370            216,770
                                                -----------       ------------
                                                    911,108            913,594
         Less accumulated depreciation              294,879            250,251
                                                -----------       ------------
                                                    616,229            663,343
                                                -----------       ------------

      Other assets, net                             101,804            345,862
                                                -----------       ------------

         Total Assets                           $ 1,141,400       $  1,662,949
                                                ===========       ============


LIABILITIES

      Accounts payable                          $   673,235       $    689,583
      Accrued wages                                  50,123             35,831
      Taxes payable                                 397,428            314,450
      Billings in excess of costs and estimated
           earnings on uncompleted contracts         38,400            213,033
      Notes payable                               2,372,235          2,312,725
      Other liabilities                              70,592             62,782
                                                -----------       ------------

         Total Liabilities                        3,602,013          3,628,404
                                                -----------       ------------

EQUITY

      Preferred stock, $.001 par value;
         10,000,000 authorized shares;
         none issued                                      -                  -
      Common stock, $.001 par value;
         40,000,000 authorized shares;
         3,224,311 and 2,454,347                      3,224              2,455
      Paid-in-capital                             2,051,421          1,378,048
      Retained earnings(deficit)                 (4,515,258)        (3,345,958)
                                                 ----------       ------------

         Total Equity                            (2,460,613)        (1,965,455)
                                                 ----------       ------------

         Total Liabilities & Equity             $ 1,141,400       $  1,662,949
                                                ===========       ============
</TABLE>

See Notes to Financial Statements

                                      -3-
<PAGE>
                                 TECHLITE, INC.
                              STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                   Three Months Ended       Six Months Ended
                                        July 31                 July 31
                                   -------------------   ----------------------
                                     2000       1999        2000        1999
                                   --------   --------   ----------  ----------

<S>                                <C>        <C>        <C>          <C>
Contract revenues earned            111,544    534,347      662,654   1,776,564
Cost of revenues earned              81,733    396,904      602,035   1,294,912
                                   --------   --------   ----------  ----------

Gross profit                         29,811    137,443       60,619     481,652

General & administrative expenses   528,563    550,195    1,272,051   1,032,159
                                   --------   --------   ----------  ----------

Income(Loss) from operations       (498,752)  (412,752)  (1,211,432)   (550,507)

Other income                         16,426      7,262       42,132      16,171
                                   --------   --------   ----------  ----------

Income(Loss) before taxes          (482,326)  (405,490)  (1,169,300)   (534,336)

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

Net Income(Loss)                   (482,326)  (405,490)  (1,169,300)   (534,336)
                                   ========   ========   ==========  ==========

Net Income (Loss) per common share    (0.15)     (0.18)       (0.36)      (0.24)
                                   ========   ========   ==========  ==========
</TABLE>

See Notes to Financial Statements

                                      -4-
<PAGE>

                                 TECHLITE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three Months Ended                  Six Months Ended
                                                                      July 31                            July 31
                                                           -----------------------------      ------------------------------
                                                               2000            1999               2000             1999
                                                           -------------   -------------      -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                           <C>             <C>              <C>                <C>
     Net income (loss)                                        (482,326)       (405,490)        (1,169,300)        (534,336)
     Adjustments to reconcile net income to net
          cash provided by operating activities:
     Depreciation                                               25,549          26,000             52,502           53,741
     Loss (gain) on disposal of fixed asset                       (207)              -              1,828                -
     Decrease (increase) in contract receivables                (9,984)       (253,032)            62,510         (321,804)
     Decrease (increase) in inventory                           18,217                            183,949            3,254
     Decrease (increase) in other assets/receivables            (6,098)            (25)           243,156           (2,748)
     Net increase (decrease) in billings related to
        costs and estimated earnings on
        uncompleted contracts                                   (9,193)        (31,588)          (174,633)         (80,393)
     Increase (decrease) in accounts payable                   (67,187)        347,376            (16,348)         508,197
     Increase (decrease) in common stock                        89,143               -             89,143                -
     Increase (decrease) in other accrued liabilities          107,315          49,176            152,581          103,805
                                                             ---------        --------         ----------        ---------
          Net cash provided by operating activities           (334,771)       (267,583)          (574,612)        (270,284)
                                                             ---------        --------         ----------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Sale of equipment                                            900                -                900                -
     Acquisition of equipment                                  (2,733)         (43,399)            (7,214)         (77,365)
                                                             --------         --------         ----------        ---------
          Net cash used in investing activities                (1,833)         (43,399)            (6,314)         (77,365)
                                                             --------         --------         ----------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principle payments on notes payable                     (693,532)        (179,893)        (1,101,056)        (863,356)
     New borrowings                                           750,792          460,715          1,398,064        1,216,191
     Sale of stock
                                                              300,000                -            300,000                -
                                                             --------         --------         ----------        ---------
          Net cash used in financing activities               357,260          280,822            597,008          352,835
                                                             --------         --------         ----------        ---------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                           20,656          (30,160)            16,082            5,186

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                                           121,615           54,508            126,189           19,162
                                                             --------         --------         ----------        ---------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                                                 142,271           24,348            142,271           24,348
                                                             ========         ========         ==========        =========
</TABLE>

See Notes to Financial Statements

                                      -5-
<PAGE>


                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


The balance sheet of TechLite,  Inc. (the Company), at January 31, 2000 has been
taken from the Company's audited financial  statements at that date. The balance
sheet at July 31, 2000;  the statement of operations  for the three months ended
July 31, 2000 and 1999,  and the six months  ended July 31,  2000 and 1999;  the
statement of cash flows for the three  months ended July 31, 2000 and 1999,  and
the six months  ended July 31, 2000 and 1999 have been  prepared  in  conformity
with generally  accepted  accounting  principles and contain such adjustments as
management feels are necessary to present fairly, in all material respects,  the
financial position and results of operations of the Company.


NOTE 1:     MERGER ACTIVITY

        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. (Applied Sciences), an Oklahoma corporation. The
Company had no business  operations or significant  capital and had no intention
of engaging in any active business until it merged with Applied Sciences.

        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, but Applied Sciences will elect all directors
and officers of the merged  entity.  The Company  effected the merger on October
21, 1999 with Applied  Sciences  pursuant to approving votes of the shareholders
of both corporations.  The merger was a tax-free reorganization accounted for as
a pooling of interests.


NOTE 2:     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 bidding  process.
The length of the contracts vary,  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  inherent  uncertainties  of the
bidding and negotiation process associated with the construction industry.

                                      -6-
<PAGE>


                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 2:     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
            (Continued)

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. 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.

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 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.

                                      -7-
<PAGE>


                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2:     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
            (Continued)

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 bases 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.


NOTE 3:     COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs,  estimated earnings, and billings on uncompleted contracts are summarized
as follows:
<TABLE>
<CAPTION>
                                                      July 31,      January 31,
                                                        2000            2000
                                                      --------      -----------

<S>                                                   <C>           <C>
   Costs incurred on uncompleted contracts            $  35,061     $ 1,314,259
   Estimated earnings                                     9,188         405,623
                                                      ---------     -----------
                                                         44,249       1,719,882
   Billings to date                                      82,649       1,932,915
                                                      ---------     -----------

                                                      $ (38,400)    $  (213,033)
                                                      ==========    ===========


   Included in the accompanying balance sheet
   under the following captions;
       Billings in excess of costs and estimated
         earnings on uncompleted contracts            $  38,400     $   213,033
                                                      =========     ===========
</TABLE>

                                      -8-
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4:     NOTES PAYABLE

<TABLE>
<CAPTION>
                                                      July 31,      January 31,
                                                        2000            2000
                                                      --------      -----------

<S>                                                   <C>           <C>

   Unsecured notes payable, due on demand, at 10%     $    67,072   $    67,072
   Notes payable to banks, collateralized by
     equipment, due in monthly installments plus
     interest through September 2002, at 8.25% to 12%      70,456        92,360
   Unsecured line of credit, at 14.5%                      33,634        38,778
   Line of credit, secured by factored accounts
     receivable, accounts receivable, contracts
     receivable, inventory and fixed assets, due
     June and December 2000, at 12%                     1,007,080       986,403
   Note payable, collateralized by 750,692 shares
     of Company stock owned by two officers and
     additional real estate owned by one officer,
     due August 2000, at 9%                               250,830       250,830
   Note payable, collateralized by contracts
     receivable and accounts receivable, due
     August 2000, at 9.5%                                  50,135        50,135
   Note payable, collateralized by accounts
     receivable, due in monthly installments plus
     interest through March 2003, at 11%                   23,345
   Note payable, collateralized by 8300 shares
     of Emerson Electric stock owned by a
     Company shareholder, due August 2000, at 8%          395,100       395,100
   Notes payable, building and land, due in
     monthly installments plus interest through
     October 2013, at 9%                                  379,583       384,509
                                                        ---------     ---------
                                                        2,277,235     2,265,187
   Accrued interest                                        95,000        47,538
                                                        ---------     ---------

                                                       $2,372,235    $2,312,725
                                                        =========     =========
</TABLE>


                                      -9-
<PAGE>


                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4:     NOTES PAYABLE (Continued)

Aggregate annual  maturities of debt at July 31, 2000, listed by fiscal year-end
are as follows:
<TABLE>
<S>                                                           <C>
               January 31, 2001                               $1,836,539
               January 31, 2002                                   54,359
               January 31, 2003                                   47,701
               January 31, 2004                                   20,721
               January 31, 2005                                   20,918
               Thereafter                                        296,997
                                                              ----------
                                                              $2,277,235
                                                              ==========
</TABLE>

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:
<TABLE>
<CAPTION>
                                                       July 31,      January 31,
                                                         2000            2000
                                                       --------      -----------

<S>                                                   <C>             <C>
   Buildings                                          $  36,667       $  26,667
   Vehicles                                             117,435         104,484
   Equipment                                            108,788          92,549
   Furniture                                             15,706          13,749
   Leasehold improvements                                16,283          12,802
                                                      ---------       ---------
                                                      $ 294,879       $ 250,251
                                                      =========       =========
</TABLE>

NOTE 6:     INCOME TAXES AND DEFERRED INCOME TAXES

        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.

                                      -10-
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



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

        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:


<TABLE>
<CAPTION>
                                                      July 31,      January 31,
                                                        2000            2000
                                                      --------      -----------

<S>                                                  <C>             <C>

   Computed at the statutory rate of 34%             $ (397,562)     $ (524,889)
   Increase in tax resulting from:
        Net operating loss carryforward                 397,562         524,889
                                                      ---------       ---------

                                                     $        0      $        0
                                                      =========       =========
</TABLE>

NOTE 7:     OTHER ASSETS

        At July 31, 2000 and January 31, 2000, the Company recorded $101,804 and
$345,862,  respectively,  as other assets. Other assets include costs associated
with internally  developed software which is amortized over 4 years,  $1,754 and
$3,608, at July 31, 2000 and January 31, 2000,  respectively.  Other assets also
includes approximately $100,000 and $91,000,  respectively, as a receivable from
a vendor at July 31, 2000 and January 31,  2000.  Additionally,  other assets at
January  31, 2000 also  include  $250,000 as a purchase  option  contract.  This
contract expired in February 2000 and the $250,000 was forfeited.


NOTE  8:   SIGNIFICANT ESTIMATES AND CONCENTRATIONS

        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 2, under Revenue Recognition and are described in detail in Note 3.

                                      -11-
<PAGE>


                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 9:     BACKLOG

         The  following  schedule  summarizes  changes in  backlog on  contracts
during the periods ended July 31, 2000 and January 31, 2000.  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.


<TABLE>
<CAPTION>
                                                      July 31,      January 31,
                                                        2000            2000
                                                      --------      -----------

<S>                                                  <C>             <C>

   Backlog, beginning of year                        $  403,267      $1,686,995
   New contracts during the period                      639,213       1,342,022
   Contract adjustments                               ---------       ---------
                                                      1,042,480       3,029,017
   Less contract revenues earned during the period      662,654       2,625,750
                                                      ---------       ---------
   Backlog, end of period                            $  379,826      $  403,267
                                                      =========       =========
</TABLE>

NOTE 10:     PENDING ACQUISITION

TechLite,  Inc.  has entered  into an  agreement  to purchase all of the capital
stock of Sun & Sun  Industries  of  Huntington  Beach,  California  for cash and
shares of TechLite,  Inc. common stock. Sun & Sun Industries provides design and
installation of energy-efficient  and EPA-compliant  lighting systems for ESCO's
(Energy  Service  Companies)  and Power  Utility  customers  in the  commercial,
retail, education, hospital, municipal and federal markets. As of July 31, 2000,
the execution of the purchase agreement is pending,  due to additional financial
information needed from Sun & Sun Industries.

                                      -12-
<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."

        Results of Operations - Second  Quarter of  Fiscal Year 2001 Compared to
        ------------------------------------------------------------------------
        Second  Quarter of Fiscal Year 2000
        -----------------------------------

        Our revenues of $111,544  for the quarter  ended July 31, 2000 (Q2 2001)
fell by $422,803 or 79.1 percent from revenues of $534,347 for the quarter ended
July 31, 1999 (Q2 2000).  This  reduction in sales is  attributed  to our having
devoted considerable  marketing efforts outside our primary geographical area of
business.

        Our gross margin for Q2 2001 was $29,811, or 26.7 percent, compared with
gross margin of $137,443,  or 25.7 percent,  for Q2 2000. This increase in gross
margin is  attributable  to first  quarter  projects  closed  out in the  second
quarter.

        General  and   administrative   expenses  for  Q2  2001  were  $528,563,
compared  with  general  and administrative expenses of $550,195 for Q2 2000.

        We had a net  loss of  $482,326  for Q2 2001  compared  to a net loss of
$405,490 for Q2 2000.

        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 are optimistic about the future at TechLite.  Efforts are underway to
develop a national presence through strategic  alliances,  partnerships,  or the
roll up of companies with structures and marketing  philosophies that complement
those of TechLite.  This should  provide  TechLite and its affiliates a national
presence  through  which  they  can  effectively   serve  customers  beyond  the
geographic reach of each individual affiliate.

        TechLite,  Inc.  has entered  into an  agreement  to purchase all of the
capital stock of Sun & Sun Industries of Hunting Beach,  California for cash and
shares of  TechLite,  Inc.  common  stock.  Both  companies  provide  design and
installation of  energy-efficient  and  EPA-compliant  lighting systems for ESCO
(Energy Service Company) and Power Utility customers in the commercial,  retail,
education,  hospital,  municipal and federal markets.  Combined synergies of the
companies are expected to boost sales five to ten times current  levels  without
the cost normally associated with market territory expansion.

                                      -13-
<PAGE>


                           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  will  admit  the
liability.

Item 5.  Other Information

        On July 13, 2000,  TechLite entered into an Agreement and Plan of Merger
with Sun and Sun  Industries,  Inc., of  Huntington  Beach,  California  and the
shareholders of Sun and Sun Industries,  Inc. Pursuant to the agreement, Sun and
Sun  Industries  shall merge with a  to-be-formed,  wholly-owned  subsidiary  of
TechLite with such subsidiary to be the surviving corporation of the merger. The
merger shall occur one week after Sun and Sun Industries obtains an audit of its
last two years of operations.

        TechLite is required to contribute $1,200,000 in cash and 600,000 shares
of TechLite  common stock to its subsidiary at the time of its  formation.  When
the  merger  occurs,  the  outstanding  shares of Sun and Sun  Industries  shall
convert into the 600,000 shares of TechLite common stock held by the subsidiary,
and the  $1,200,000  in cash shall be  distributed  to  creditors of Sun and Sun
Industries. The shareholders of Sun and Sun Industries shall also be entitled to
receive $3  million  in cash or in  TechLite  common  stock over the  three-year
period after the effective date of the merger as follows:

     o            $250,000  worth of  TechLite  common  stock one year after the
                  merger,  the "worth" of the stock being equal to the higher of
                  $0.50 a share or the 50-day moving average price of the stock;
                  provided  that  TechLite can elect to  contribute  up to fifty
                  percent of such $250,000 in cash,

     o            $750,000  worth of TechLite  common  stock two years after the
                  merger,  the "worth" of the stock being equal to the higher of
                  $0.50 a share or the 50-day moving average price of the stock;
                  provided  that  TechLite can elect to  contribute  up to fifty
                  percent of such $750,000 in cash, and

     o            $2,000,000  worth of TechLite  common  stock three years after
                  the merger, the "worth" of the stock being equal to the higher
                  of $0.50 a share or the  50-day  moving  average  price of the
                  stock;  provided  that  TechLite can elect to contribute up to
                  fifty percent of such $2,000,000 in cash.

Should the 50-day moving  average price of TechLite's  common stock be less than
$0.50 a share on any of the three  anniversaries of the merger, the shareholders
of Sun and Sun  Industries  can require  that up to fifty  percent of the dollar
obligation due that day be paid in cash rather than in stock.

                                      -14-
<PAGE>


        The shareholders of Sun and Sun Industries are given certain rights over
the  three-year  period  after the merger with regard to  representation  on the
board of directors  of TechLite,  to the election of officers of TechLite and to
participation in any stock options that may be granted by TechLite.

Item 6.  Exhibits and Reports on Form 8-K

(a)     Exhibits

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

        10            Agreement  and Plan of  Merger  of July  13,  2000,  among
                      TechLite,  Inc.,  Sun  and  Sun Industries, Inc.  and  the
                      shareholders of Sun and Sun Industries, Inc.

        27            Financial Data Schedule

(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.

Dated:  September 13, 2000                  TECHLITE, INC.


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


                                      -15-

<PAGE>

                                 TechLite, Inc.
                          Commission File No. 333-68071

      Exhibits to Form 10-QSB for the quarterly period ended July 31, 2000


Exhibit        Description
-------        -----------

10             Agreement  and Plan of Merger of July 13, 2000,  among  TechLite,
               Inc., Sun and Sun Industries,  Inc., and the  shareholders of Sun
               and Sun Industries, Inc.

27             Financial Data Schedule