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, 2004

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ____________ to ______________


                                 TechLite, Inc.
             (Exact name of registrant as specified in its charter)


                          Commission File No. 333-68071
                        State of Incorporation: Oklahoma
                      IRS Employer I.D. Number: 73-1522114

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


     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 10, 2004, there were 10,694,910 shares of the registrant's common
stock,  par  value  $0.001  per  share,  outstanding.

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



                                        1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item  1.  Financial  Statements

     Balance  Sheets  March  31,  2004  (unaudited)  and
     December  31,  2003  (unaudited)                                          3
     Statements  of  Income  (unaudited)  Three  Months
          Ended  March  31,  2004  and  2003                                   4
     Statements  of  Cash  Flows  (unaudited)  Three  Months
          Ended  March  31,  2004  and  2003                                   5
     Notes  to  Financial  Statements  (unaudited)                             6


























                                        2
<PAGE>

                                 TECHLITE, INC.
                                 BALANCE SHEETS
As of the three months ended March 31, 2004 and the year ended December 31, 2003

<TABLE>
<CAPTION>
                                             March 31, 2004   December 31, 2003
                                              (Unaudited)         (Audited)
                                             --------------   -----------------
ASSETS
<S>                                            <C>                <C>
  Cash                                                 518              1,320
  Contract receivables                             248,234            181,021
  Inventory                                          6,936              6,936
  Property  &  equipment
    Equipment                                      207,400            207,400
    Furniture and fixtures                          35,478             35,478
    Building and land                              400,000            400,000
    Leasehold improvements                          73,394             73,394
    Autos and trucks                               202,460            202,460
                                               -----------        -----------
                                                   918,732            918,732
    Less accumulated depreciation                  560,503            549,801
                                               -----------        -----------
                                                   358,229            368,931
                                               -----------        -----------

  Other  assets,  net                               35,324             32,397
                                               -----------        -----------

      Total Assets                                 649,241            590,605
                                               ===========        ===========


LIABILITIES

  Accounts payable                               1,708,944          1,697,964
  Accrued wages                                    180,214            157,390
  Billings in excess of costs & estimated
    earnings on uncompleted contracts               42,947              7,269
  Taxes payable                                    247,177            216,349
  Notes payable                                  2,617,999          2,472,727
  Other liabilities                                333,792            406,579
                                               -----------        -----------

      Total Liabilities                          5,131,073          4,958,278
                                               -----------        -----------

EQUITY

  Preferred  stock,  $.001  par  value;
    10,000,000 authorized  shares;  none
    issued                                               -                  -
  Common  stock,  $.001  par  value;
    40,000,000  authorized  shares;
    10,694,910  and  10,194,910 issued
    and outstanding at March  31,  2004
    and December 31, 2003, respectively             10,695             10,195
  Treasury stock                                   (10,000)           (10,000)
  Paid-in-capital                                5,020,072          4,915,572
  Retained earnings(deficit)                    (9,502,599)        (9,283,440)
                                               -----------        -----------

      Total Equity                              (4,481,832)        (4,367,673)
                                               -----------        -----------

      Total Liabilities & Equity                   649,241            590,605
                                               ===========        ===========
</TABLE>

See  Notes  to  Financial  Statements

                                        3
<PAGE>

                                 TECHLITE, INC.
                              STATEMENTS OF INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                         March 31     March 31
                                                           2004         2003
                                                        ----------   ----------
<S>                                                      <C>          <C>
Contract revenues earned                                   31,535      171,588
Cost of revenues earned                                     7,267      129,838
                                                         --------     --------
Gross profit                                               24,268       41,750

General & administrative expenses                         261,573      309,426
                                                         --------     --------

Income (Loss) from operations                            (237,305)    (267,676)

Other income                                               18,146       18,990
                                                         --------     --------

Income (Loss) before taxes                               (219,159)    (248,686)

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

Net Income (Loss)                                        (219,159)    (248,686)
                                                         ========     ========

Net Income (Loss) per common share                          (0.02)       (0.03)
                                                         ========     ========
</TABLE>



See  Notes  to  Financial  Statements


                                        4
<PAGE>

                                 TECHLITE, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                         March 31     March 31
                                                           2004         2003
                                                        ----------   ----------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
<S>                                                      <C>          <C>
  Net income (loss)                                      (219,159)    (248,686)
  Adjustments  to  reconcile  net  income  to  net
    cash  provided  by  operating  activities:
  Depreciation                                             10,702       17,957
  (Gain)  loss  of  sale  of  assets                            -         (400)
  Decrease (increase) in contract receivables             (67,213)     (26,991)
  Decrease  (increase) in other assets/receivables         (2,927)      (1,513)
  Net increase (decrease) in billings  related  to
    costs  and  estimated  earnings  on
    uncompleted contracts                                  35,678      111,284
  Increase (decrease) in accounts payable                  35,980     (143,265)
  Increase (decrease) in other accrued liabilities         90,035       80,245
                                                         --------     --------
      Net cash used in operating activities              (116,904)    (211,369)
                                                         --------     --------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
  Acquisition  of  equipment                                    -         (330)
                                                         --------     --------

      Net  cash  used in investing activities                   -         (330)
                                                         --------     --------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
  Principal payments on notes payable                     (16,398)     (95,849)
  New borrowings                                          125,000      318,692
  Sale  of  stock                                           7,500            -
                                                         --------     --------
      Net cash provided by financing activities           116,102      222,843
                                                         --------     --------

NET  INCREASE  (DECREASE)  IN  CASH
  AND CASH EQUIVALENTS                                       (802)      11,144

CASH  AND  CASH  EQUIVALENTS  AT
  BEGINNING OF PERIOD                                       1,320          913
                                                         --------     --------

CASH  AND  CASH  EQUIVALENTS  AT
  END OF PERIOD                                               518       12,057
                                                         ========     ========
</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 a bidding process.
The  length  of the contracts varies, typically between 1 and 18 months.  Due to
the  nature  of the construction industry, once work is completed on a contract,
new  contracts  must  be  identified  and  obtained.  The  ultimate  success  in
obtaining new contracts from year to year is subject to the uncertainties of the
bidding  process  associated  with  the  construction  industry.

Revenue  Recognition
--------------------

     Revenues  from  fixed-price  construction  contracts  are recognized on the
percentage-of-completion method, measured by the percentage of costs incurred to
date to estimated total costs for each contract.  Material costs are recorded as
material  is  received  on the job site.  Only enough material for a few days is
delivered  to  the  job  site  at  any  one  time.  Excess materials are held in
inventory  and are not recorded as job expense until delivered.  Labor costs are
recorded  when  paid or accrued at the end of a reporting period. This method is
used  because  the  Company  considers  expended  costs to be the best available
measure  of  progress on these contracts.  Because of the inherent uncertainties
in  estimating costs, it is at least reasonably possible that the estimates used
will  change  within  the  near  term.  Revenue  received  from  direct  sale of
materials  and  engineering work is recorded as other income.  These amounts are
not  considered  significant  to the overall operation of the Company.  Warranty
work  is  covered  by  the manufacturer of the materials.  Revenue from warranty
work  is  recorded  as  other  income.

Contracts  Receivable
---------------------

     Contracts  receivable  from  performing construction contracts are based on
contracted  prices.  The company provides an allowance for doubtful collections,
which  is based upon a review of outstanding receivables, historical collections
information,  and existing economic conditions.  Normal contracts receivable are
due  30  days after the issuance of the invoice.  Contract retentions are due 30
days  after  completion of the project and acceptance by the owner.  Receivables
past  due  more than 120 days are considered delinquent.  Delinquent receivables
are written off based on individual credit evaluation and specific circumstances
of  the  customer.


                                        6
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


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

Cost  Recognition
-----------------

     Contract  costs include all direct material, labor, and equipment costs and
those  indirect  costs  related  to contract performance such as indirect labor,
supplies,  and  tool  costs.  Provisions  for  estimated  losses  on uncompleted
contracts  are  made in the period in which such losses are determined.  Changes
in  job  performance,  job  conditions, estimated profitability, including those
arising  from  contract  penalty  provisions, and final contract settlements may
result  in  revisions  to  costs  and income and are recognized in the period in
which  the  revenues  are  determined.

Use  of  Estimates
------------------

     The  preparation  of financial statements in conformity with U.S. generally
accepted  accounting  principles  require  management  to  make  estimates  and
assumptions  that affect certain reported amounts and disclosures.  Accordingly,
actual  results  could  differ  from  those  estimates.

Depreciation
------------

     Furniture and equipment are depreciated using the straight-line method over
the  estimated  useful life of each asset, which is generally from five to seven
years.

Income  Taxes
-------------

     Provisions  for  income  taxes are based on taxes payable or refundable for
the  current year and deferred taxes on temporary differences between the amount
of  taxable  income  and  pretax  financial  income and between the tax basis of
assets  and  liabilities and their reported amounts in the financial statements.
Deferred  tax assets and liabilities are included in the financial statements at
currently  enacted  income  tax  rates  applicable  to  the  period in which the
deferred  tax  assets  and liabilities are expected to be realized or settled as
prescribed  in FASB Statement No. 109, Accounting for Income Taxes.  A valuation
allowance is established to reduce deferred tax assets if it is more likely than
not  that a deferred tax asset will not be realized, as explained in Note 6.  As
changes  in  tax  laws or rates are enacted, deferred tax assets and liabilities
are  adjusted  through  the  provision  for  income  taxes.



                                        7
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


NOTE  2:     CONTRACT  RECEIVABLES

Contract  receivables  consist  of:
<TABLE>
<CAPTION>
                                                      MAR 2004       DEC 2003
                                                    ------------   ------------
     Billed
<S>                                                 <C>            <C>
       Completed contracts                          $      3,882   $      3,882
       Contracts in progress                             244,352        177,139
                                                    ------------   ------------

                                                    $    248,234   $    181,021
                                                    ============   ============
</TABLE>

NOTE  3:     COSTS  AND  ESTIMATED  EARNINGS  ON  UNCOMPLETED CONTRACTS

Costs,  estimated  earnings and billings on uncompleted contracts are summarized
as  follows:
<TABLE>
<CAPTION>
                                                      MAR 2004       DEC 2003
                                                    ------------   ------------
<S>                                                 <C>            <C>
       Costs incurred on uncompleted contracts      $ 2,252,455    $ 2,234,699
       Estimated earnings                               693,693        679,915
                                                    -----------    -----------
                                                      2,946,148      2,914,614
       Billings to date                               2,989,095      2,921,883
                                                    -----------    -----------

                                                    $   (42,947)    $   (7,269)
                                                    ===========     ==========

       Included in the  accompanying balance
       sheet under the following captions:
         Billings  in  excess  of  costs  and
           estimated earnings on uncompleted
           contracts                                $    42,947     $    7,269
                                                    ===========     ==========
</TABLE>


NOTE  4:     NOTES  PAYABLE
<TABLE>
<CAPTION>
                                                      MAR 2004       DEC 2003
                                                    ------------   ------------
<S>                                                 <C>            <C>
       Unsecured notes payable, due on demand,
         at 7% to 10%                               $   196,312    $   196,312

       Note payable, collateralized by second
         mortgage on  building and land, due
         March 2003, at 5%                              125,000        125,000
       Unsecured line of credit, at 16.75%               19,473         19,473
       Note  payable,  non-interest  bearing,
         convertible
         To Company stock at the option of
           the lender                                    30,000         30,000



                                        8
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


NOTE  4:     NOTES  PAYABLE  (Continued)
<S>                                                 <C>            <C>
       Note  payable,  collateralized by
         accounts receivable, quarterly interest
         due  through  June  2002, then due
         in 48 monthly installments plus interest
         beginning  in  July  2002  and  ending
         in  June  2006,  at  7%                       721,553         736,710

       Note  payable,  collateralized  by  Company.
         stock, real estate and vehicles, due
         July 2006, at 8.75%                            92,238          93,479

       Note payable, collateralized by 750,692
         shares of Company stock owned  by  two
..        officers  and  additional  real  estate
         owned  by  one officer,  due  March  2003,
         at  5.75%                                     250,830         250,830

       Unsecured notes payable to company
         officers, due on demand, at 7% to 8%          119,232         119,232


       Note  payable, collateralized by 8300
         shares of  Emerson Electric stock
         owned  by  a  Company  shareholder,
         due  March 2003, at 5.25%                     395,100         395,100

       Note  payable,  collateralized  by
         specific  accounts receivable,
         100,000  shares  of  Company  stock
         given in lieu of interest, due
         April 2, 2004                                 125,000

       Note  payable,  building and land,
         due in monthly installments plus
         interest to October 2013, at 9%               330,721         330,721
                                                    ----------     -----------
                                                     2,405,459       2,296,857
       Accrued interest                                212,540         175,870
                                                    ----------     -----------

                                                    $2,617,999     $ 2,472,727
                                                    ==========     ===========
</TABLE>

Interest  expense  incurred  during the period ended March 31, 2004 and the year
ended  December  31,  2003  was  $66,730  and  $243,638, respectfully.  Interest
actually paid during the period ended March 31, 2004 and the year ended December
31,  2003  was  $28,588  and  $130,016,  respectfully.

Aggregate  annual  maturities  of  debt  at  March  31,  2004,  are:

<TABLE>
<CAPTION>
<S>                                                <C>
                    2004                           $  1,560,313
                    2005                                317,514
                    2006                                236,430
                    2007                                 27,650
                    2008                                 30,244
                    Thereafter                          233,308
                                                   ------------
                                                   $  2,405,459
                                                   ============
</TABLE>


                                        9
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


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>
                                                      MAR 2004       DEC 2003
                                                    ------------   ------------
<S>                                                 <C>            <C>
     Buildings                                      $   105,400    $   100,400
     Vehicles                                           190,002        188,905
     Equipment                                          195,373        193,434
     Furniture                                           28,465         27,634
     Leasehold improvements                              41,263         39,428
                                                    -----------    -----------
                                                    $   560,503    $   549,801
                                                    ===========    ===========
</TABLE>

NOTE  6:     INCOME  TAXES  AND  DEFERRED  INCOME  TAXES

     There  is  no  provision  for  income  taxes  included  in  these financial
statements.  The  net  operating  losses  will  be  carried  forward.

     A  reconciliation  of the income tax expense (refund) at the statutory rate
to  income  tax  expense  at  the  Company's  effective tax rate is shown below:

<TABLE>
<CAPTION>
                                                      MAR 2004       DEC 2003
                                                    ------------   ------------
<S>                                                 <C>            <C>
     Computed at the statutory rate of 34%          $   (74,514)   $   (131,552)
     Increase  in  tax  resulting  from:
       Net operating loss carryforward allowance         74,514         131,552
                                                    -----------    ------------

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



                                       10
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


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

     As  of March 31, 2004, the Company had federal and state net operating loss
carryforwards, which may be applied to future taxable income of $8,035,621.  Net
operating  loss  carryforwards  expire  as  follows:

<TABLE>
<CAPTION>
                          Amount         Federal     State
                          ------         -------     -----
<S>                                       <C>         <C>
                        $   109,832       2010        2010
                            610,900       2018        2013
                          1,474,640       2019        2014
                          1,960,330       2020        2015
                          1,962,488       2021        2021
                          1,530,513       2022        2022
                            386,918       2023        2023
                        -----------

                        $ 8,035,621
                        ===========
</TABLE>

          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.

NOTE  7:     BACKLOG

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

<TABLE>
<CAPTION>
                                                      MAR 2004       DEC 2003
                                                    ------------   ------------
<S>                                                 <C>            <C>
     Backlog, beginning of period                   $     7,269    $   604,728
     New contracts during the period                                 2,191,711
     Contract adjustments                                24,535        138,535
                                                    -----------    -----------
                                                         31,535      2,934,974
     Less contract revenues earned during
       the period                                        31,535      2,927,705
                                                    -----------    -----------

     Backlog, end of period                         $              $     7,269
                                                    ===========    ===========
</TABLE>


                                       11
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


NOTE  8:     SIGNIFICANT  ESTIMATES  AND  CONCENTRATIONS

     U.S. generally accepted accounting principles require disclosure of certain
significant  estimates  and current vulnerability due to certain concentrations.
Those  matters  include  the  following:

     Estimates of revenue on uncompleted construction contracts are explained in
Note  1,  under  Revenue  Recognition  and  are  described  in detail in Note 3.


NOTE  9:     OTHER  ASSETS

     At  March  31, 2004 and December 31, 2003, the Company recorded $35,324 and
$32,397  respectively,  as other assets.  Other assets at March 31, 2004 include
$4,081 for cash deposits with a utility company, $1,849 in employee receivables,
$3,394  in  interest receivable and $26,000 in receivables for stock issued, but
not paid for as of period-end.  Other assets at December 31, 2003 include $4,081
for  cash  deposits  with  a utility company, $2,316 in employee receivables and
$26,000  in  receivables  for  stock  issued, but not paid for as of period-end.


NOTE  10:     CONTINGENCIES

     The  Company  is  a  defendant  in,  and  is threatened with, various legal
proceedings  with  respect to certain vendor creditors.  Management believes the
ultimate liability, to the extent not provided for in amounts currently recorded
as  liabilities  in  the financial statements, are not likely to have a material
effect  on  the  financial  statements  taken  as  a  whole.


NOTE  11:     GOING  CONCERN

     Management  is  continuing  to  develop  strategic  alliances  with  other
companies  to  compliment the marketing and production capabilities of TechLite,
Inc.  Management  believes  this would provide TechLite, Inc. and its affiliates
the  ability  to service customers more effectively.  Management is also working
to  gain  contracts  on  jobs  which  have been under development for some time.
Management  is  also  looking  to  obtain new equity funding to recapitalize the
company.  The  continued existence of the Company may be contingent on obtaining
some  or  all  of  the  above.



                                       12
<PAGE>

                                 TECHLITE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


NOTE  11:     GOING  CONCERN  (continued)

     The  Oklahoma  Tax  Commission  has filed a tax lien with respect to unpaid
payroll  taxes.  A  payment  arrangement  has  been  made  with the Oklahoma Tax
Commission;  however,  the  Company is behind on the payments agreed to be paid.
The  Company  also  has  unpaid  federal  payroll  taxes  which  are recorded as
liabilities  in  the  financial  statements.  The Company is attempting to raise
additional  equity  capital, which could be used to fully pay all payroll taxes.
However,  the length of time the Company can continue as a going concern without
paying  these  payroll  taxes  is  unknown.


NOTE  12:      UNISSUED  SHARES  OF  COMPANY  STOCK

     During the year ended December 31, 2001, the Company collected $739,210 for
the  sale  of  1,403,377  shares  of  Company  stock.  As  of March 31, 2004 and
December  31, 2003, 176,710 shares of this stock were still not issued and these
financial  statements  reflect  liabilities  of $189,210 for the cash collected.
During  the year ended December 31, 2003, the Company collected $130,000 for the
sale  of  650,000  shares  of  stock  which  were  not  issued at year end.  The
financial  statements  at  December 31, 2003 reflect liabilities of $130,000 for
the  cash  collected.  As  of March 31, 2004, 400,000 of the 650,000 shares were
issued.  An  additional $7,500 for the sale of 30,000 shares was received during
the  period  ended  March  31, 2004.  The financial statements at March 31, 2004
reflect  liabilities of $57,500 for the cash collected.  The number of shares of
Company stock issued and outstanding at March 31, 2004 and December 31, 2003 and
the  net  loss per share do not reflect these additional shares as they were not
issued  at  March  31,  2004  and  December  31,  2003.


NOTE  13:     STOCK  WARRANTS

     During  the  period ended March 31, 2004 the Company authorized Class A and
Class B common stock purchase warrants.  The warrants will be sold in connection
with  future stock sales bundled as units.  Each unit will contain 10,000 shares
of  Company  common  stock,  5,000  Class A warrants and 3,333 Class B warrants.
There  are  300  units  authorized.  The  Class  A  warrants can be exercised to
purchase  Company  common  stock at $0.50 per share prior to September 30, 2004.
The  Class B warrants can be exercised to purchase Company common stock at $1.00
per  share  prior  to March 31, 2005.  Should the Company's common stock closing
bid  price  be  at  least  $2.00  per share for 10 consecutive trading days, the
Company  can give the holder of the warrant 30 days' written notice within which
the  warrant  must  be  exercised  or  the  warrant  will  expire.









































                                       13
<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 2004 Compared to First
     ---------------------------------------------------------------------------
Quarter  of  Fiscal  Year  2003
-------------------------------

     Our  revenues  of  $31,535  for  the quarter ended March 31, 2004 (Q1 2004)
decreased  by  $140,053 or 82 percent from revenues of  $171,588 for the quarter
ended  March  31,  2003  (Q1 2003).  This decrease was due to a  decrease in our
contract  billings  during  the  quarter.

     General  and  administrative  expenses  for Q1 2004 were $261,573, compared
with  general and administrative expenses of $309,426 for Q1 2003, a decrease of
$47,853,  or  fifteen  percent.  The  major  items of general and administrative
expenses  for  Q1  2004  were  administrative  salaries  and  interest  expense.

     We  had  a  net  loss  of  $219,159  for  Q1 2004 compared to a net loss of
$248,686  for  Q1  2003.  At  the  end of Q1 2004 we had no backlog of business.

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

     Our  net  loss  of  $219,159  from  operations  during  the  first  quarter
represented  negative cash flow.  We covered this through an increase of $90,035
in  other  accrued  liabilities,  and  new  borrowings  of  $125,000.

     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  feel that our outlook is continually improving considerably as a result
of  embarking  upon  an  aggressive  strategy  to  write business and reduce our
overhead.  This  includes  reducing  our  conventional  in-house sales force and
forging  strategic agreements to penetrate selected markets.  Among the benefits
of  this approach is the deferral of most of our sales cost until after an order
is  received  and  avoiding  most  sales  cost  in  cases  where an order is not
received.  It  also  involves  going  to market through non-traditional outlets,
where  our  type  of  work,  though not typically part of the standard basket of
goods,  can  nevertheless  be  realized  by  capitalizing  on  existing end-user
goodwill.  Expectations  are  high that this effort will yield results that will
markedly  boost  sales.   Techlite  remains  committed   to  existing   national


                                       14
<PAGE>

alliances,  particularly  in  the areas of survey and delivery that will fulfill
the  increased  sales.

Item  3.  Controls  and  Procedures

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure.  Within the 90 days prior to
the  filing  date  of this report, our management, with the participation of our
chief  executive  officer and chief financial officer, carried out an evaluation
of  the  effectiveness  of the design and operation of these disclosure controls
and  procedures.  Our  chief  executive  officer  and  chief  financial  officer
concluded,  as  of  fifteen  days  prior to the filing date of this report, that
these  disclosure  controls  and  procedures  are  effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation revealed no significant deficiencies or
material  weaknesses.

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.*

      3.1        -     Articles  of  Incorporation  of  TechLite,  Inc.*

      3.2        -     Bylaws  of  TechLite,  Inc.*

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

     31          -     Certification  of  Chief Executive Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act  of  2002.


                                       15
<PAGE>

     31.1        -     Certification  of  Chief Financial Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act  of  2002.

     32          -     Certification  of  Chief Executive Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 906
                       of the Sarbanes-Oxley Act  of  2002.

     32.1        -     Certification  of  Chief Financial Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 906
                       of the Sarbanes-Oxley Act  of  2002.


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


(b)     Reports  on  Form  8-K

        None


                                   SIGNATURES

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

Dated:  May  20,  2004                    TECHLITE,  INC.


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






                                       16
<PAGE>

                                 TechLite, Inc.
                          Commission File No. 333-68071

                        INDEX TO EXHIBITS TO FORM 10-QSB
                  For the quarterly period ended March 31, 2004


     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.*

      3.1        -     Articles  of  Incorporation  of  TechLite,  Inc.*

      3.2        -     Bylaws  of  TechLite,  Inc.*

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

     31          -     Certification  of  Chief Executive Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act  of  2002.

     31.1        -     Certification  of  Chief Financial Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act  of  2002.

     32          -     Certification  of  Chief Executive Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 906
                       of the Sarbanes-Oxley Act  of  2002.

     32.1        -     Certification  of  Chief Financial Officer pursuant to 18
                       U.S.C. Section  1350,  as adopted pursuant to Section 906
                       of the Sarbanes-Oxley Act  of  2002.


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






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