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, 2001

                                       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 May 14, 2001, there were 3,950,297 shares of the registrant's
common stock, par value $0.001 per share, outstanding.

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

                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                       2
<PAGE>

   TECHLITE, INC.
                                 BALANCE SHEETS
                   As of the three months ended March 31, 2001
                 and the eleven months ended December 31, 2000

<TABLE>
<CAPTION>

                                                       March 31, 2001   December 31, 2000
                                                        (Unaudited)         (Audited)
                                                       --------------   ------------------
ASSETS

<S>                                                           <C>                <C>
     Cash                                                     69                 67
     Accounts receivable                                  44,757             80,222
     Inventory                                             5,366             35,894
     Costs in excess of billings & estimated
         earnings on umcompleted contracts                17,095              7,840
     Property & equipment
         Equipment                                       197,607            197,607
         Furniture and fixtures                           33,637             33,637
         Building and land                               400,000            400,000
         Leasehold improvements                           73,394             73,394
         Autos and trucks                                205,370            205,370
                                                       ---------        ------------
                                                         910,008            910,008
         Less accumulated depreciation                   353,914            334,019
                                                       ----------       ------------
                                                         556,094            575,989
                                                       ----------       ------------
     Other assets, net
                                                               -                301
                                                       ----------       ------------

         Total Assets                                    623,381            700,313
                                                       ==========       ============

LIABILITIES

     Accounts payable                                    820,414            748,680
     Accrued wages                                        80,164             79,645
     Taxes payable                                       409,158            369,425
     Notes payable                                     2,687,848          2,590,121
     Other liabilities                                    50,500                  -
                                                       ----------       ------------
         Total Liabilities                             4,048,084          3,787,871
                                                       ==========       ============
EQUITY

     Preferred stock, $.001 par value;
     10,000,000 authorized shares; none issued                -                  -
     Common stock, $.001 par value; 40,000,000
         authorized shares; 3,521,797 issued
         and outstanding                                   3,522              3,364
     Paid-in-capital                                   2,398,898          2,268,281
     Retained earnings(deficit)                       (5,827,123)        (5,359,203)
                                                       ----------       ------------
         Total Equity                                 (3,424,703)        (3,087,558)
                                                       ----------       ------------
         Total Liabilities & Equity                      623,381            700,313
                                                       ==========       ============
</TABLE>

See Notes to Financial Statements

                                       3



<PAGE>

                                 TECHLITE, INC.
                                  STATEMENTS OF
                                     INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                     Three Months Ended
                                                     ------------------
                                                  March 31          April 30
                                                   2001               2000
                                                  --------          ---------

<S>                                                <C>                <C>
     Contract revenues earned                      28,705             551,110
     Cost of revenues earned                       24,399             520,302
                                                  --------          ---------

     Gross profit                                   4,306              30,808

     General & administrative expenses            482,564             743,488
                                                 ---------          ----------

     Income(Loss) from operations                (478,258)           (712,680)

     Other income                                  10,338              25,706
                                                 ---------          ----------

     Income(Loss) before taxes                   (467,920)           (686,974)

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

     Net Income(Loss)                             (467,920)           (686,974)
                                                 =========          ==========

     Net Income(Loss) per common share               (0.13)              (0.28)
                                                 =========          ==========
</TABLE>



See Notes to Financial Statements

                                       4

<PAGE>

                                 TECHLITE, INC.
                               STATEMENTS OF CASH
                                      FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                             ------------------
                                                         March 31      April 30
                                                          2001           2000
                                                        ---------      --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>          <C>
     Net income (loss)                                    (467,920)    (686,974)
     Adjustments to reconcile net income to net
          cash provided by operating activities:
     Depreciation                                           20,196       26,953

     Loss on disposal of fixed asset                            -         2,035
     Decrease (increase) in contract receivables            35,465       72,494
     Decrease (increase) in inventory                       30,528      165,732

     Decrease (increase) in other assets/receivables            -       249,254
     Net increase (decrease) in billings related to
        costs and estimated earnings on
        uncompleted contracts                               (9,255)    (165,440)
     Increase (decrease) in accounts payable                71,734       50,839
     Increase (decrease) in other accrued liabilities      140,169       45,266
                                                           --------    ---------
          Net cash provided by operating activities        (179,083)   (239,841)
                                                           --------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Acquisition of equipment                                     -      (4,481)
                                                           --------    ---------

          Net cash used in investing activities                   -      (4,481)
                                                           --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principle payments on notes payable                    (18,356)   (407,524)
     New borrowings                                          66,666     647,272

     Sale of stock                                          130,775           -
                                                           --------    ---------
          Net cash used in financing activities             179,085     239,748
                                                           --------    ---------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                              2      (4,574)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                                              67     126,189
                                                           --------    ---------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                                                    69     121,615
                                                           ========    =========
</TABLE>

See Notes to Financial Statements

                                       5


<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 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.

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.

                                       6
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

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 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 5. As changes  in tax laws or rates are  enacted,  deferred  tax assets and
liabilities are adjusted through the provision for income taxes.


NOTE 2:     COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs,  estimated earnings, and billings on uncompleted contracts are summarized
as follows:
                                                   March 31,        December 31,
                                                    2001               2000
                                                   -------            -----

    Costs incurred on uncompleted contracts        $31,063           $6,664
    Estimated earnings                               5,482            1,176
                                                   -------            -----
                                                    36,545            7,840
    Billings to date                                19,450
                                                   -------            -----

                                                   $17,095           $7,840
                                                    ======            =====

    Included in the accompanying balance sheet under the following captions:
        Costs in excess of billings and estimated
          earnings on uncompleted contracts        $17,095           $7,840
                                                    ======           ======

                                       7
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 3:     NOTES PAYABLE
<TABLE>
<CAPTION>

                                                                             March 31,          December 31,
                                                                               2001                 2000
                                                                               ----                 ----

<S>                                                                          <C>                  <C>
    Unsecured notes payable, due on demand,
      at 6% to 10%                                                           $ 242,111             $ 187,111
    Notes payable to banks, collateralized by
      equipment, due in monthly installments plus
      interest through September 2002, at 8.25% to 12%                                                 47,132                56,010
    Unsecured line of credit, at 19.5%                                          29,708                 30,946
    Line of credit, secured by factored accounts
      receivable, accounts receivable, contracts
      receivable, inventory and fixed assets, due
      December 2000 and June 2001, at 12%                                     1,051,714             1,051,950
    Note payable, collateralized by 750,692 shares of
      Company stock owned by two officers and additional
      real estate owned by one officer, due March 2001,
      at 10.5%                                                                  250,830               250,830
    Note payable, collateralized by contracts receivable and
      accounts receivable, due March 2001, at 10.5%                              50,135                50,135
    Note payable, collateralized by accounts
      receivable, due in monthly installments plus interest                      18,081
      through March 2003, at 11%                                                                       19,880
    Unsecured notes payable to company officers, due
      March 2001, at 8%                                                         119,232               107,565
    Note payable, collateralized by 8300 shares of Emerson
      Electric stock owned by a Company shareholder, due
      September 2001, at 10.5%                                                  395,100               395,100
    Notes payable, building and land, due in monthly
      installments plus interest through October 2013,
      at 9%                                                                     366,510               372,716
                                                                              ---------             ---------
                                                                              2,570,553             2,522,243
    Accrued interest                                                            117,295                67,878
                                                                              ---------             ---------

                                                                             $2,687,848            $2,590,121
                                                                              =========             =========
                                       8

</TABLE>
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 3:     NOTES PAYABLE (Continued)

Aggregate annual maturities of debt at March 31, 2001, listed by fiscal year-end
are as follows:

                  2001                                 $2,186,636
                  2002                                     49,394
                  2003                                     21,724
                  2004                                     21,416
                  2005                                     23,182
                  Thereafter                              268,201
                                                        ---------

                                                       $2,570,553


NOTE 4:     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:

                                               March 31,          December 31,
                                                  2001                2000
                                             ---------              --------

    Buildings                                $  50,000             $  45,000
    Vehicles                                   135,907               130,066
    Equipment                                  128,757               122,320
    Furniture                                   18,306                17,338
    Leasehold improvements                      20,944                19,295
                                             ---------              --------

                                             $ 353,914             $ 334,019
                                             =========              ========



NOTE 5:     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.

                                       9
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5:     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:

                                                 March 31,          December 31,
                                                  2001                  2000
                                                 --------             --------
    Computed at the statutory rate of 34%      $ (159,093)           $ (684,503)
    Increase in tax resulting from:
         Net operating loss carryforward          159,093               684,503
                                                 --------             ---------

                                               $        0            $       0
                                                 ========             =========


NOTE  6:   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 1, under  Revenue  Recognition  and are described in detail in
Note 2.


NOTE 7:     BACKLOG

          The  following  schedule  summarizes  changes in backlog on  contracts
during  the  periods  ended  March  31,  2001 and  December  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.


                                       10
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 7:     BACKLOG  (Continued)

                                                      March 31,     December 31,
                                                        2001            2000
                                                      -------        ---------
    Backlog, beginning of period                     $ 27,454       $  403,267
    New contracts during the period                                    793,129
    Contract adjustments                                2,505         (165,383)
                                                      -------        ---------
                                                       29,959        1,031,013

    Less contract revenues earned during the period    28,705        1,003,559
                                                      -------        ---------

    Backlog, end of period                           $  1,254       $   27,454
                                                      =======        =========


NOTE 8:     PENDING ACQUISITION

         TechLite,  Inc.  has entered  into an  agreement to purchase all of the
capital stock of Sun & Sun Industries, 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 March 31,
2001, the execution of the purchase agreement is pending.


NOTE 9:     CONTENGENCIES

         The Company is a defendant  in, and is threatened  with,  various legal
proceedings  with respect to certain  vendor  creditors.  The  Internal  Revenue
Service has also filed a federal tax lien with respect to unpaid  payroll taxes.
Management  believes the ultimate  liability,  to the extent not provided for in
the 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 10:     CHANGE IN FINANCIAL REPORTING YEAR

         The Board of  Directors  changed  the  Company's  fiscal  year end from
January 31 to December  31. These  financial  statements  have been  prepared to
reflect the Company's financial  activities for the eleven month period February
1, 2000 to December 31, 2000 and the three months ended March 31, 2001 and April
30, 2000.  There should be no material  difference in comparing the three months
ended March 31, 2001 to the three months  ended April 30, 2000 versus  comparing
the three months ended March 31, 2001 to the three months ended March 31, 2000.

                                       11
<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."

Note: In October 2000, TechLite's fiscal year-end was changed from January 31 to
----
December 31. The  comparison  below of the results of  operations  for the first
quarter  of fiscal  year 2001 with the  previous  fiscal  year's  first  quarter
compares  the period  January  through  March of 2001 with the  period  February
through  April of 2000.  While  these two  three-month  periods are not the same
three months of a year,  TechLite's  management  avers that the comparison  made
below would not be  materially  different  from a  comparison  of the  identical
three-month periods of the two years.

        Results of Operations - First  Quarter of Fiscal 2001  Compared to First
        ------------------------------------------------------------------------
Quarter of Previous  Fiscal Year
-------------------------------

        Our revenues of $28,705 for the quarter  ended  March 31, 2001 (Q1 2001)
fell by $522,405 or 94.8 percent from revenues of $551,110 for the quarter ended
April 30,  2000.  This  reduction  was due to  management's  having  devoted its
attention  and efforts to acquiring  other  companies in the same  industry.  We
obtained no new business during the quarter.

        General and administrative expenses for Q1 2001 were $482,564, or almost
17  times  revenues,  compared  with  general  and  administrative  expenses  of
$743,488,  or 134.9  percent of revenues,  for the previous  fiscal year's first
quarter.  If one  disregards  a one-time  expense of  $250,000  attributable  to
expiration of an acquisition  purchase  option during the previous fiscal year's
first  quarter,  the general and  administrative  expenses for Q1 2001 were only
$10,924  below those of the previous  fiscal  year's  first  quarter - despite a
reduction in sales revenues from $551,110 to $28,705.

        We  had a  net loss  of  $467,920  for  Q1 2001  compared to net loss of
$686,974 for the previous fiscal year's first quarter. At the end of Q1 2001 our
backlog of business was only $1,254.

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

        Our net loss of $467,920  from operations  the first quarter represented
severe  negative  cash flow.  We covered  this through an increase of $71,734 in
accounts  payable,  an increase of $140,169 in other  accrued  liabilities,  new
borrowings of $66,666 and sales of common stock of $130,775.

                                       12
<PAGE>


        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 remain optimistic about the future at TechLite. We propose to develop
a national presence through strategic alliances,  partnerships, and acquisitions
of companies in our business but located  elsewhere in the U.S.  This will allow
TechLite  and our  affiliates  to offer a national  presence  to  companies  and
corporations  that reach beyond the  geographical  territories of each affiliate
individually.  We expect the combined  synergies of the companies to boost sales
considerably  over current  levels  without the cost  normally  associated  with
market territory expansion.

Item 6.  Exhibits and Reports on Form 8-K

(a)     Exhibits

        None

(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:  May 21, 2001                        TECHLITE, INC.


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


                                     13