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


                                  FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 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  August  17,  2001,  there were 4,467,422 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  Statement

















                                        2
<PAGE>
                                 TECHLITE, INC.
                                 BALANCE SHEETS
         As of the six months ended June 30, 2001 and the eleven months
                            ended December 31, 2000
<TABLE>
<CAPTION>
                                                June 30, 2001  December 31, 2000
                                                 (Unaudited)       (Audited)
                                                -------------  -----------------
ASSETS
<S>                                              <C>              <C>
  Cash                                                   69               67
  Accounts receivable, net                           57,099           80,222
  Inventory                                           5,366           35,894
  Costs in excess of billings & estimated
    earnings on uncompleted contracts                     -            7,840
  Property  &  equipment
    Equipment                                       200,218          197,607
    Furniture and fixtures                           33,637           33,637
    Building and land                               400,000          400,000
    Leasehold improvements                           73,064           73,394
    Autos and trucks                                205,370          205,370
                                                 ----------       ----------
                                                    912,289          910,008
    Less accumulated depreciation                   373,810          334,019
                                                 ----------       ----------
                                                    538,479          575,989
                                                 ----------       ----------

  Other assets, net                                 104,332              301
                                                 ----------       ----------

    Total Assets                                    705,345          700,313
                                                 ==========       ==========


LIABILITIES

  Accounts payable                                  815,880          748,680
  Accrued wages                                      79,644           79,645
  Billings in excess of costs & estimated
    earnings on uncompleted contracts                66,569                -
  Taxes payable                                     442,156          369,425
  Notes payable                                   2,709,133        2,590,121
  Other liabilities                                 150,000                -
                                                 ----------       ----------

    Total Liabilities                             4,263,382        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; 4,218,297 and 3,364,311
    issued and outstanding at June 30, 2001
    and December 31, 2000, respectively               4,218            3,364
  Paid-in-capital                                 3,137,202        2,268,281
  Retained earnings (deficit)                    (6,699,457)      (5,359,203)
                                                 ----------       ----------

    Total Equity                                 (3,558,037)      (3,087,558)
                                                 ----------       ----------

    Total Liabilities & Equity                      705,345          700,313
                                                 ==========       ==========
</TABLE>
                       See Notes to Financial Statements.

                                        3
<PAGE>
                                 TECHLITE, INC.
                              STATEMENTS OF INCOME
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED     SIX MONTHS ENDED
                                    ------------------     ----------------
                                    JUNE 30    JULY 31    JUNE 30     JULY 31
                                     2001       2000       2001        2000
                                     ----       ----       ----        ----
<S>                                <C>        <C>         <C>        <C>
Contract revenues earned             43,215    111,544      71,920     662,654
Cost of revenues earned              43,049     81,733      67,448     602,035
                                   --------   --------    --------   ---------

Gross profit                            166     29,811       4,472      60,619

General & administrative expenses   880,369    528,563   1,362,933   1,272,051
                                   --------   --------   ---------   ---------

Income (Loss) from operations      (880,203)  (498,752) (1,358,461) (1,211,432)

Other income                          7,869     16,426      18,207      42,132
                                   --------   --------  ----------  ----------

Income (Loss) before taxes         (872,334)  (482,326) (1,340,254) (1,169,300)

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

Net Income (Loss)                  (872,334)  (482,326) (1,340,254) (1,169,300)
                                   ========   ========  ==========  ==========

Net Income (Loss) per common share    (0.21)     (0.15)      (0.32)      (0.36)
                                   ========   ========  ==========  ==========
</TABLE>
                       See Notes to Financial Statements.

                                        4
<PAGE>
                                 TECHLITE, INC.
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED    SIX MONTHS ENDED
                                    ------------------     ----------------
                                    JUNE 30    JULY 31    JUNE 30     JULY 31
                                     2001       2000       2001        2000
                                     ----       ----       ----        ----
CASH FLOWS FROM OPERATING
  ACTIVITIES:
<S>                                <C>         <C>       <C>         <C>

  Net income (loss)                  (872,334) (482,326) (1,340,254) (1,169,300)
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
      Depreciation                     19,896    25,549      40,092      52,502
      Loss on disposal of
        fixed assets                        -      (207)          -       1,828
      Decrease (increase) in
        contract receivables          (12,342)   (9,984)     23,123      62,510
      Decrease (increase) in
        inventory                           -    18,217      30,528     183,949
      Decrease (increase) in
        other assets/receivables     (104,332)   (6,098)   (104,332)    243,156
      Net increase (decrease) in
        billings related to costs
        and estimated earning  on
        uncompleted contracts          83,664    (9,193)     74,409    (174,633)
      Increase (decrease) in
        accounts payable               (4,534)  (67,187)     67,200     (16,348)
      Increase (decrease) in
        common stock                        -    89,143           -      89,143
      Increase (decrease) in other
        accrued liabilities           173,882   107,315     314,051     152,581
                                   ----------  --------  ----------  ----------
          Net cash provided by
            operating activities     (716,100) (334,771)   (895,183)   (574,612)
                                   ----------  --------  ----------  ----------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Sale of equipment                       330       900         330         900
  Acquisition of equipment             (2,611)   (2,733)     (2,611)     (7,214)
                                   ----------  --------  ----------  ----------
    Net cash used in investing
      Activities                       (2,281)   (1,833)     (2,281)     (6,314)
                                   ----------  --------  ----------  ----------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Principle payments on
    notes payable                  (1,323,163) (693,532) (1,341,519) (1,101,056)
  New borrowings                    1,302,544   750,792   1,369,210   1,398,064
  Sale of stock                       739,000   300,000     869,775     300,000
                                   ----------  --------  ----------  ----------
    Net cash used in
      financing activities            718,381   357,260     897,466     597,008
                                   ----------  --------  ----------  ----------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                      -    20,656           2      16,082

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                         2   121,615          67     126,189
                                   ----------  --------  ----------  ----------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                               2   142,271          69     142,271
                                   ==========  ========  ==========  ==========
</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

<TABLE>
<CAPTION>



                                                                           JUNE 30,   DECEMBER 31,
                                                                             2001         2000
                                                                          ----------  -------------
<S>                                                                       <C>         <C>
Costs incurred on uncompleted contracts                                   $  74,112   $       6,664
Estimated earnings                                                            5,648           1,176
                                                                          ----------  -------------
                                                                             79,761           7,840
Billings to date                                                            146,329
                                                                          ----------  -------------

                                                                          $ (66,569)  $       7,840
                                                                          ==========  =============

Included in the accompanying balance sheet under the following captions:
    Billings in excess of costs and estimated
        earnings on uncompleted contracts                                 $ (66,569)
                                                                          ==========
    Costs in excess of billings and estimated
        earnings on uncompleted contracts                                             $       7,840
                                                                                      =============
</TABLE>

                                        7

<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  3:     NOTES  PAYABLE

<TABLE>
<CAPTION>



<S>                                                                                                     <C>               <C>

                                                                                                        JUNE 30,      DECEMBER 31,
                                                                                                         2001            2000
                                                                                                      -----------   -------------

Unsecured notes payable, due on demand,
     at 6% to 10%                                                                                     $  234,611   $    187,111
Notes payable to banks, collateralized by
     equipment, due in monthly installments plus
     interest through September 2002,
     at 9.25%                                                                                            41,192          56,010
Unsecured line of credit, at 16.5%                                                                       27,913          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%                                                                              1,051,950
Note payable, collateralized by 750,692 shares of
     Company stock owned by two officers and
     additional real estate owned by one officer, due
     November 2001, at 8.0%                                                                             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 through March 2003, at 11%                                                                 16,072          19,880
Unsecured notes payable to company officers, due
     March 2001, at 8%                                                                                  119,232         107,565
Note payable, collateralized by 8,300 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%                                                                                              363,136         372,716
Notes payable, collateralized by accounts
     receivable, quarterly interest due through June
     2002, then due in 48 monthly installments plus
     interest beginning in July 2002 and ending in
     June 2006, at 7.0%                                                                               1,051,713               0
                                                                                                     -----------  -------------
                                                                                                      2,549,934       2,522,243
Accrued interest                                                                                        159,199          67,878
                                                                                                     -----------  -------------

                                                                                                     $2,709,133   $   2,590,121
                                                                                                     ===========  =============

</TABLE>

                                        8
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  3:     NOTES  PAYABLE  (Continued)

Aggregate  annual maturities of debt at June 30, 2001, listed by fiscal year-end
are  as  follows:

<TABLE>
<CAPTION>

<S>                                               <C>
2001                                              $1,123,994
2002                                                 161,063
2003                                                 264,173
2004                                                 283,546
2005                                                 304,260
Thereafter                                           412,899
                                                  ----------

                                                   2,549,934
                                                 ===========
</TABLE>

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:

<TABLE>
<CAPTION>




                        JUNE 30,                           DECEMBER 31,
                          2001                                2000
                        ---------                         -------------
<S>                     <C>                            <C>
Buildings               $  55,000                      $      45,000
Vehicles                  141,748                            130,066
Equipment                 135,194                            122,320
Furniture                  19,274                             17,338
Leasehold improvements     22,594                             19,295
                        ---------                      -------------

                        $ 373,810                      $     334,019
                        =========                      =============
</TABLE>
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:

<TABLE>
<CAPTION>




<S>                                                        <C>         <C>
                                                           JUNE 30,    DECEMBER 31,
                                                            2001          2000
                                                         ----------  --------------
Computed at the statutory rate of 34%                    $(455,686)  $    (684,503)
Increase in tax resulting from:
     Net operating loss carryforward                       455,686         684,503
                                                         ----------  --------------

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

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  June  30,  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)

<TABLE>
<CAPTION>



                                                    JUNE 30,      DECEMBER 31,
<S>                                              <C>        <C>
                                                     2001            2000
                                                 ---------  -------------------
Backlog, beginning of period                     $  27,454  $           403,267
New contracts during the period                    526,241              793,129
Contract adjustments                                 6,034             (165,383)
                                                 ---------             ---------
                                                   559,729            1,031,013

Less contract revenues earned during the period     71,920            1,003,559
                                                 ---------  -------------------

Backlog, end of period. . . . . . . . . . . . .  $ 487,809  $            27,454
                                                 =========  ===================
</TABLE>

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 June 30,
2001,  the  execution  of  the  purchase  agreement  is  pending.

NOTE  9:     CONTINGENCIES

     The  Company  is  a  defendant  in,  and  is threatened with, various legal
proceedings  with  respect to certain vendor creditors.  Management believes the
ultimate  liability,  to  the  extent  not provided for in 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  six months ended June 30, 2001 and July 31, 2000.
There  should  be  no material difference in comparing the six months ended June
30,  2001  to the six months ended July 31, 2000 versus comparing the six months
ended  June  30,  2001  to  the  six  months  ended  June  31,  2000.

                                       11

<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  11:    OTHER  ASSETS  AND  OTHER  LIABILITIES

     Other  assets  of  $104,332  at  June  30,  2001, represents money owed the
company from individuals who were issued stock, as of June 30, 2001, but had not
yet  paid  for  the  stock.  Other  liabilities  of  $150,000, at June 30, 2001,
represents  money  received  from  individuals  purchasing  new shares of stock,
however,  as  of  the  June  30,  2001,  their  stock  had  not  been  issued.


NOTE  12:    SUBSEQUENT  EVENTS

     The financial statements currently reflect $442,156 of taxes payable.  This
includes  payroll and sales taxes due to various states and the Internal Revenue
Service.  During July 2001, approximately $413,000 of the taxes payable was paid
to  the  Internal  Revenue  Service  and  various  states.

                                       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."

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
second  quarter  of  fiscal  year  2001  with  the previous fiscal year's second
quarter  compares  the  period  April  through  June of 2001 with the period May
through  July  of  2000.  Similarly,  the  comparison  below  of  the results of
operations for the first half of fiscal year 2001 with the previous year's first
half compares the period January through June of 2001 with February through July
of  2000.  While  these  periods  are not the same periods of a year, TechLite's
management  avers  that  the  comparison  made  below  would  not  be materially
different  from  a  comparison  of  the  identical  periods  of  the  two years.

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

     Our  revenues of $43,215 for the quarter ended June 30, 2001 (Q2 2001) fell
by  $68,329 or 61.3 percent from revenues of $111,544 for the quarter ended July
31,  2000  (Q2  2000).  This  reduction was due primarily to management's having
devoted  its  attention  and  efforts  to  acquiring other companies in the same
industry.  We  did,  however,  obtain $524,987 in new business during the second
quarter  of  2001.

     General  and  administrative  expenses for Q2 2001 were $880,369, or better
than  20  times  revenues,  compared with general and administrative expenses of
$528,563,  or 4.7 times revenues, for the previous fiscal year's second quarter.
The  increase  of  $351,806  in  general  and  administrative  expenses  was due
primarily  to  the  issuance  of  stock for personal services rendered (personal
guarantees)  in  connection  with  our  refinancing notes payable exceeding $1.3
million.

     We  had a net loss of $872,334 for Q2 2001 compared to net loss of $482,326
for  the  previous fiscal year's second quarter.  However, at the end of Q2 2001
our  backlog  of  business  was  $487,809.

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

     Our  revenues  of  $71,920  for  the first half of fiscal year 2001 fell by
$590,734,  or  89  percent,  from  revenues of $662,654 during the first half of
fiscal  year  2000.  This  reduction  was  due  primarily to management's having
devoted  its attention and efforts during the first half of FY 2001 to acquiring
other  companies  in  the  same  industry.

                                       13
<PAGE>

     General  and  administrative  expenses  for  the first half of FY 2001 were
$1,362,933,   or   almost   20  times   revenues,   compared  with  general  and
administrative  expenses  of $1,272,051 for the first half of FY 2000, or almost
two  times  revenues.  The  increase  of  $90,882  in general and administrative
expenses  was  due  primarily  to  the  issuance  of stock for personal services
rendered  (personal guarantees) in connection with our refinancing notes payable
exceeding  $1.3  million.

     We had a net loss from operations of $1,358,461 during the first half of FY
2001, an increase of $147,029, or 12 percent, over a net loss from operations of
$1,211,432  during  the first half of FY 2000.  Our total net loss of $1,340,254
for  the  first  half of FY 2001 exceeded a net loss of $1,169,300 for the first
half  of  FY  2000,  an  increase  of  14.6  percent.

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

     Our  net  loss  of  $872,334 for Q2 2001 from operations represented severe
negative  cash  flow.  We  covered this through an increase of $173,882 in other
accrued  liabilities  and  sales of common stock of $739,000.  For the first six
months  of  FY  2001,  we  covered our loss of $1,340,254 through an increase in
other  accrued  liabilities  of  $314,051  and  sales  of  stock  of  $869,775.

     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

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

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

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


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<PAGE>

      3.1        -     Articles  of  Incorporation  of  TechLite,  Inc.*

      3.2        -     Bylaws  of  TechLite,  Inc.*

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


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

(b)  Reports  on  Form  8-K

     None


                                   SIGNATURES

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

Dated:  August  20,  2001               TECHLITE,  INC.


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










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