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 April 30, 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)

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

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



    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No    .
                                              ---    ---

    As of April 30, 2000, there were 2,454,347 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.

    Transitional Small Business Disclosure Format (check one):  Yes      No  X
                                                                    ---     ---
<PAGE>


    PART I - FINANCIAL INFORMATION



Item 1. Financial Statements

                                 TECHLITE, INC.
                                 BALANCE SHEETS
                   As of the three months ended April 30, 2000
                  and the twelve months ended January 31, 2000

<TABLE>
<CAPTION>

                                             April 30, 200     January 31, 2000
                                               (Unaudited)         (Audited)
                                             --------------    ----------------
ASSETS

<S>                                           <C>                 <C>
     Cash                                     $   121,615         $   126,189
     Accounts receivable                          265,112             337,606
     Inventory                                     24,217             189,949
     Property & equipment
        Equipment                                 196,874             196,314
        Furniture and fixtures                     33,637              32,490
        Building and land                         400,000             400,000
        Leasehold improvements                     68,494              68,020
        Autos and trucks                          215,770             216,770
                                             --------------     ---------------
                                                  914,775             913,594
        Less accumulated depreciation             275,037             250,251
                                             --------------     ---------------
                                                  639,738             663,343
                                             --------------     ---------------

     Other assets, net                             95,706             345,862
                                             --------------     ---------------

        Total Assets                          $ 1,146,388         $ 1,662,949
                                             ==============     ===============


LIABILITIES

     Accounts payable                         $   740,422         $   689,583
     Accrued wages                                  8,078              35,831
     Taxes payable                                357,063             314,450
     Billings in excess of costs and
          estimated earnings on
          uncompleted contracts                    47,593             213,033
     Notes payable                              2,582,076           2,312,725
     Other liabilities                             63,585              62,782
                                             --------------     ---------------

        Total Liabilities                       3,798,817           3,628,404
                                             --------------     ---------------

EQUITY

     Preferred stock, $.001 par value;
        10,000,000 authorized shares;
        none issued                                     -                   -
     Common stock, $.001 par value;
        40,000,000                                  2,455               2,455
        authorized shares; 2,454,347
        issued and outstanding
     Paid-in-capital                            1,378,048           1,378,048
     Retained earnings(deficit)                (4,032,932)         (3,345,958)
                                             --------------     ---------------

        Total Equity                           (2,652,429)         (1,965,455)
                                             --------------     ---------------

        Total Liabilities & Equity            $ 1,146,388         $ 1,662,949
                                             ==============     ===============
</TABLE>

                       See Notes to Financial Statements

                                      -3-



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

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             April 30
                                                    --------------------------
                                                        2000           1999
                                                    -----------    -----------

<S>                                                  <C>           <C>
     Contract revenues earned                        $ 551,110     $1,242,217
     Cost of revenues earned                           520,302        898,008
                                                    -----------    -----------

     Gross profit                                       30,808        344,209

     General & administrative expenses                 743,488        481,964
                                                    -----------    -----------

     Income(Loss) from operations                     (712,680)      (137,755)

     Other income                                       25,706          8,909
                                                    -----------    -----------

     Income(Loss) before taxes                        (686,974)      (128,846)

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

     Net Income(Loss)                                $(686,974)    $ (128,846)
                                                    ===========    ===========

     Net Income(Loss) per common share                   (0.28)         (0.05)
                                                    ===========    ===========

</TABLE>

                       See Notes to Financial Statements

                                      -4-
<PAGE>
                                 TECHLITE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                          Three Months Ended  Three Months Ended
                                            April 30, 2000       April 30, 1999
                                          ------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                           <C>                 <C>
     Net income (loss)                        $ (686,974)         $ (128,846)
     Adjustments to reconcile net
          income to net cash provided
          by operating activities:
     Depreciation                                 26,953              27,741
     Loss on disposal of fixed asset               2,035
     Decrease (increase) in contract
          receivables                             72,494             (68,772)
     Decrease (increase) in inventory            165,732               3,254
     Decrease (increase) in other
          assets/receivables                     249,254              (2,723)
     Net increase (decrease) in billings
        related to costs and estimated
        earnings on uncompleted contracts       (165,440)            (48,805)
     Increase (decrease) in accounts
        payable                                   50,839             160,821
     Increase (decrease) in other
        accrued liabilities                       45,266              54,629
                                          -----------------    -----------------
          Net cash provided by
            operating activities                (239,841)             (2,701)
                                          -----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of equipment                     (4,481)            (33,966)
                                          -----------------    -----------------
          Net cash used in investing
            activities                            (4,481)            (33,966)
                                          -----------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principle payments on notes payable        (407,524)           (683,463)
     New borrowings                              647,272             755,476
     Sale of stock                                     -                   -
                                          -----------------    -----------------
          Net cash used in financing
            activities                           239,748              72,013
                                          -----------------    -----------------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                              (4,574)             35,346

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                              126,189              19,162
                                          -----------------    -----------------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                                 $  121,615          $   54,508
                                          =================    =================
</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 April 30, 2000,  the statement of operations for the three months ended
April 30, 2000 and the three months ended April 30, 1999,  and the  statement of
cash flows for the three  months ended April 30, 2000 and the three months ended
April  30,  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 aspects, 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 a bidding process.
The length of the contracts varies,  typically  between 1 and 18 months.  Due to

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


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.  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.


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

NOTE 2:     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 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>

                                                       April 30,     January 31,
                                                         2000           2000
                                                       ---------     -----------

<S>                                                    <C>           <C>
   Costs incurred on uncompleted contracts             $ 42,777      $1,314,259
   Estimated earnings                                    17,471         405,623
                                                       ---------     -----------
                                                         60,248       1,719,882
   Billings to date                                     107,841       1,932,915
                                                       ---------     -----------

                                                       $(47,593)     $ (213,033)
                                                       =========     ===========

   Included in the accompanying balance sheet
     under the following captions:
       Billings in excess of costs and
         estimated earnings on uncompleted
         contracts                                     $  47,593     $  213,033
                                                       =========     ==========
</TABLE>

                                      -8-
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4:  NOTES PAYABLE
<TABLE>
<CAPTION>
                                                        April 30,    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%      78,657        92,360
   Unsecured line of credit, at 14.5%                      35,753        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%                     1,004,212       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 May 2000, at 9%                         250,830       250,830
   Note payable, collateralized by contracts
     receivable and accounts receivable,
     due May 2000, at 9.5%                                 50,135        50,135
   Note payable, unsecured, due February
     2001, at 7%                                           19,000
   Note payable, collateralized by
     accounts receivable, due in monthly
     installments plus interest through
     March 2003, at 11%                                    25,000
   Note payable, collateralized by Company
     stock options at $1.50 per share, due                200,000
     February 2003, at 7.5%
   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%                                  379,176       384,509
                                                       -----------   ----------

                                                        2,504,935     2,265,187
   Accrued interest                                        77,141        47,538
                                                       -----------   ----------

                                                       $2,582,076    $2,312,725
                                                       ===========   ==========
</TABLE>

                                      -9-
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4:     NOTES PAYABLE (Continued)

        Aggregate  annual maturities of debt at April 30, 2000, listed by fiscal
year-end are as follows:
<TABLE>

<S>                                              <C>
               January 31, 2001                  $1,895,645
               January 31, 2002                     140,026
               January 31, 2003                     114,368
               January 31, 2004                      37,387
               January 31, 2005                      20,918
               Thereafter                           296,591
                                                 ----------

                                                 $2,504,935
                                                 ==========
</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>
                                                       April 30,     January 31,
                                                         2000           2000
                                                      -----------    -----------

<S>                                                    <C>            <C>
   Buildings                                           $  31,667      $  26,667
   Vehicles                                              113,527        104,484
   Equipment                                             100,602         92,549
   Furniture                                              14,728         13,749
   Leasehold improvements                                 14,513         12,802
                                                      -----------    -----------

                                                       $ 275,037      $ 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.

        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:

                                      -10-
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                       April 30,     January 31,
                                                         2000           2000
                                                      -----------    -----------

<S>                                                   <C>            <C>
   Computed at the statutory rate of 34%              $ (233,571)    $ (524,889)
   Increase in tax resulting from:
        Net operating loss carryforward                  233,571        524,889
                                                      -----------    -----------

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


NOTE 7:     OTHER ASSETS

        At April 30, 2000 and January 31, 2000, the Company recorded $95,706 and
$345,862,  respectively,  as other assets. Other assets include costs associated
with internally developed software which is amortized  over 4 years,  $2,706 and
$3,608, at April 30, 2000 and January 31, 2000, respectively.  Other assets also
includes approximately $91,000  as  a receivable  from a  vendor  and $1,500  of
prepaid  expenses  at April 30, 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:   ADDITIONAL SHARES OF COMMON STOCK

        As of January 31, 2000,  the company  agreed to issue 336,633 new shares
of common stock to various individuals for services rendered  during the  fiscal
year ended January 31, 2000.  The value of the services rendered was $16,831.65.
As of April 30,  2000,  the new  shares of common  stock were still unissued.


NOTE 9:     BACKLOG

        The  following  schedule  summarizes  changes  in  backlog on  contracts
during the periods ended April 30, 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>

                                                       April 30,     January 31,
                                                         2000           2000
                                                      ----------     -----------
<S>                                                   <C>            <C>
   Backlog, beginning of year                         $ 403,267      $1,686,995
   New contracts during the year                        208,241       1,342,022
   Contract adjustments
                                                        611,508       3,029,017
   Less contract revenues earned during the year        551,110       2,625,750
                                                     -----------     -----------

   Backlog, end of year                               $  60,398      $  403,267
                                                     ===========     ===========
</TABLE>
                                      -11-

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


NOTE 10:     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.












                                      -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  -  First Quarter of  Fiscal Year 2001  Compared  to
      --------------------------------------------------------------------------
      First Quarter of Fiscal Year 2000
      ---------------------------------

    Our revenues of $551,110 for the quarter ended April 30, 2000 (Q1 2001) fell
by $691,107 or 55.6 percent from  revenues of  $1,242,217  for the quarter ended
April 30, 1999 (Q1 2000).  This reduction is due to lack of sales generated from
marketing  efforts  outside  corporate  offices'  primary  geographical  area of
business.

    Our gross margin for Q1 2001 was $30,808, or 6 percent,  compared with gross
margin of $344,209, or 27.7 percent, for Q1 2000. This reduction of gross margin
is attributable  to the smaller margin  inherent in the contracts  worked on the
last  quarter of 2000 which  extended  into the Q1 2001,  such  contracts  being
public bid contracts that  generally  involve  smaller  margins and less revenue
than negotiated contracts.

    General and  administrative  expenses  for Q1 2001 were  $743,488,  or 134.9
percent of  revenues,  compared  with  general  and  administrative  expenses of
$481,964,  or 38.8  percent of  revenues,  for Q1 2000.  This  increase  was due
primarily to a one-time  expense  associated  with the  expiration of a purchase
option valued at $250,000.

    We had a net loss of $686,974  for Q1 2001  compared to net loss of $128,846
for Q1 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.  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
five to ten times current level without the cost normally associated with market
territory expansion.


    Management's Statement on Y2K
    -----------------------------

    TechLite's   information   technology  system  is  Y2K  compliant  based  on
communications with our hardware and software providers and in-house testing. We
have no non-information  technology systems affecting  business  operations.  We
have no multiple computer systems.

<PAGE>


    Third parties with whom we have material  relationships  have confirmed that
they expect no business  interruptions.  We expect no cost directly  relating to
fixing Y2K issues, such as modifying software and hiring Y2K solution providers.
We estimate no material lost revenues due to Y2K issues, and we are establishing
a contingency plan.

    TechLite's  future  results  of  operations  and the  other  forward-looking
statements  contained herein involve a number of risks and uncertainties.  Among
the  factors  that  could  cause  actual  results to differ  materially  are the
following: inability of the Company to obtain needed  additional  capital,  loss
of personnel - particularly chief  execute  officer  Jim  Arvidson - as a result
of accident or for health reasons,  and interruptions in the supply of inventory
from manufacturers of the inventory.

Item 6. Exhibits and Reports on Form 10QSB

(a)     Exhibits

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

    27                -      Financial Data Schedule.

(b) Reports on Form 8-K

    A Form 8-K,  Current  Report,  dated  November  8,  1999,  reporting  events
beginning October 21, 1999, was filed November 12, 1999.

    Items reported:

               Item 2: Acquisition or Disposition of Assets - reporting a merger
        with  TechLite Applied Sciences, Inc.  that  became effective on October
        21, 1999;

               Item 4: Change in Registrant's Certifying  Accountant - reporting
        a change in the  registrant's certifying accountant on October 22, 1999;
        and

               Item 7.  Financial  Statements  and Exhibits - including (a) July
        31, 1999 financial statements of the business acquired and (b) pro forma
        financial information  reflecting the registrant's merger on October 21,
        1999, with TechLite Applied Sciences, Inc.


                                   SIGNATURES

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

Date:  June 20, 2000                TechLite, Inc.



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