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


                         AMENDMENT NO. 1 TO 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 October 31, 1999

                                       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 ___ No X (The registrant  became
subject to filing requirements on September 13, 1999.)

     As of October  31,  1999,  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



                                        2

<PAGE>

                                 TECHLITE, INC.
                                 BALANCE SHEETS
                           As of the nine months ended
         October 31, 1999 and the twelve months ended January 31, 1999

<TABLE>
<CAPTION>
                                                         October 31, 1999        January 31, 1999
                                                           (Unaudited)               (Audited)
                                                       -------------------      -------------------
<S>                                                    <C>                      <C>
ASSETS

      Cash                                                            319                   19,162
      Accounts receivable                                       1,458,463                  831,822
      Inventory                                                    33,512                   41,185
      Property & equipment
          Equipment                                               212,172                  162,058
          Furniture and fixtures                                   32,108                   24,045
          Building and land                                       400,000                  400,000
          Leasehold improvements                                   56,227                   52,252
          Autos and trucks                                        213,360                  191,790
                                                       -------------------      -------------------
                                                                  913,867                  830,145
          Less accumulated depreciation                           223,829                  148,665
                                                       -------------------      -------------------
                                                                  690,038                  681,480
                                                       -------------------      -------------------

      Other assets, net                                             6,746                    7,240
                                                       -------------------      -------------------

          Total Assets                                          2,189,078                1,580,889
                                                       ===================      ===================


LIABILITIES

      Accounts payable                                            843,621                  380,543
      Accrued wages                                                 8,998                   29,132
      Taxes payable                                               205,949                   97,110
      Billings in excess of costs and estimated
           earnings on uncompleted contracts                       66,545                   96,337
      Notes payable                                             1,997,153                1,341,011
      Other liabilities                                            84,233                   58,665
                                                       -------------------      -------------------

          Total Liabilities                                     3,206,499                2,002,798
                                                       -------------------      -------------------

EQUITY

      Common stock, $.001 par value                                 2,210                    2,210
      Paid-in-capital                                           1,378,048                1,378,048
      Retained earnings(deficit)                               (2,397,679)              (1,802,167)
                                                       -------------------      -------------------

          Total Equity                                         (1,017,421)                (421,909)
                                                       -------------------      -------------------

          Total Liabilities & Equity                            2,189,078                1,580,889
                                                       ===================      ===================
</TABLE>

See Notes to Financial Statements

                                       3

<PAGE>


                                 TECHLITE, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            Three Months Ended                      Nine Months Ended
                                                                October 31                             October 31
                                                            ------------------                     ------------------
                                                         1999              1998                 1999              1998
                                                     --------------    --------------       --------------    --------------
                                                                (Unaudited)                            (Unaudited)

<S>                                                  <C>               <C>                  <C>               <C>
      Contract revenue earned                              783,838         1,255,268            2,560,402         3,844,310
      Cost of revenue earned                               625,542           868,779            1,920,454         2,712,768
                                                     --------------    --------------       --------------    --------------

      Gross profit                                         158,296           386,489              639,948         1,131,542

      General & administrative expenses                    225,015           305,287            1,257,174           718,342
                                                     --------------    --------------       --------------    --------------

      Income(Loss) from operations                         (66,719)           81,202             (617,226)          413,200

      Other income                                           5,543                 0               21,714             2,192
                                                     --------------    --------------       --------------    --------------

      Income(Loss) before taxes                            (61,176)           81,202             (595,512)          415,392

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

      Net Income(Loss)                                     (61,176)           81,202             (595,512)          415,392
                                                     ==============    ==============       ==============    ==============

      Net Income(Loss) per common share                      (0.03)             0.04                (0.27)             0.19
                                                     ==============    ==============       ==============    ==============
</TABLE>



See Notes to Financial Statements

                                       4

<PAGE>


                                 TECHLITE, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                 Nine Months Ended     Nine Months Ended
                                                                 October 31, 1999       October 31, 1998
                                                                    (Unaudited)           (Unaudited)
                                                                 ----------------       ----------------
<S>                                                              <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                  (595,512)               415,392
     Adjustments to reconcile net income to net
          cash provided by operating activities:
     Depreciation                                                         78,796                 47,996
     Decrease (increase) in contract receivables                        (626,641)               148,255
     Decrease (increase) in inventory                                      7,673                 12,813
     Decrease (increase) in other assets/receivables                      (3,138)              (152,252)
     Net increase (decrease) in billings related to
        costs and estimated earnings on
        uncompleted contracts                                            (29,792)              (553,881)
     Increase (decrease) in accounts payable                             463,078                214,893
     Increase (decrease) in other accrued liabilities                    114,273               (196,773)
                                                                 ----------------       ----------------
          Net cash provided by operating activities                     (591,263)               (63,557)
                                                                 ----------------       ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of equipment                                            (83,722)              (546,278)
                                                                 ----------------       ----------------
          Net cash used in investing activities                          (83,722)              (546,278)
                                                                 ----------------       ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principle payments on notes payable                                (985,780)               (37,090)
     New borrowings                                                    1,641,922                502,000
     Sale of stock                                                             0                158,557
                                                                 ----------------       ----------------
          Net cash used in financing activities                          656,142                623,467
                                                                 ----------------       ----------------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                                     (18,843)                13,632

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                                                       19,162                      0
                                                                 ----------------       ----------------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                                                                319                 13,632
                                                                 ================       ================
</TABLE>

See Notes to Financial Statements

                                       5
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)




NOTE 1:     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. The length of the contracts vary, typically between 1 and 18 months.

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

Revenues  from  fixed-price   construction   contracts  are  recognized  on  the
percentage-of-completion method, measured by the percentage of costs incurred to
date to estimated total costs for each contract. This method is used because the
Company considers expended costs to be the best available measure of progress on
these contracts.  Because of the inherent  uncertainties in estimating costs, it
is at least  reasonably  possible that the estimates used will change within the
near term.

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

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

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

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

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


                                       6
<PAGE>


NOTE 1:     SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

Provisions  for income taxes are based on taxes  payable or  refundable  for the
current year and deferred taxes on temporary  differences  between the amount of
taxable income and pretax  financial  income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted  income tax rates  applicable  to the period in which the  deferred  tax
assets and  liabilities  are expected to be realized or settled as prescribed in
FASB Statement No. 109,  Accounting  for Income Taxes. A valuation  allowance is
established  to reduce  deferred tax assets if it is more likely than not that a
deferred tax asset will not be  realized,  as explained in Note 3. As changes in
tax laws or rates are enacted,  deferred tax assets and liabilities are adjusted
through the provision for income taxes.


NOTE 2:     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.


NOTE 3:     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.


                                       7


<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 - Third Quarter of Fiscal Year 2000 Compared to Third
     ---------------------------------------------------------------------------
     Quarter of Fiscal Year 1999
     ---------------------------

     Our revenues of $783,838 for the quarter  ended  October 31, 1999 (Q3 2000)
fell by $471,430 or 38.5 percent  from  revenues of  $1,255,268  for the quarter
ended October 31, 1998 (Q3 1999). We have devoted a considerable amount of time,
effort and  resources to  marketing  efforts this quarter as well as this entire
fiscal  year.   Our   considerable   efforts  are  now   beginning  to  produce.
Approximately $4 million in new contracts have now been approved. In Q4 2000, we
believe additional  projects will also be approved before year-end.  Our efforts
have  resulted  in some  degree of  neglect  by our sales  department  of other,
smaller opportunities. other, smaller opportunities.


     Our gross margin for Q3 2000 was $158,296,  or 20.1 percent,  compared with
gross margin of $386,489,  or 30.8 percent, for Q3 1999. This reduction of gross
margin is attributable to the smaller margin inherent in the contracts we worked
on this last quarter,  such contracts  being public bid contracts that generally
involve smaller margins and less revenue than negotiated contracts.

     General and  administrative  expenses  for Q3 2000 were  $225,015,  or 28.7
percent of  revenues,  compared  with  general  and  administrative  expenses of
$305,287,  or 24.3  percent  of  revenues,  for Q3  1999.  This  increase  was a
consequence of our devotion of major efforts to marketing.

     We had a net loss of $61,176 for Q3 2000  compared to net income of $81,202
for Q3 1999.

     Results of  Operations - First Three  Quarters of Fiscal Year 2000 Compared
     ---------------------------------------------------------------------------
     to First Three Quarters of Fiscal Year 1999
     -------------------------------------------

     Our revenues for the nine months ended October 31, 1999 were $2,560,402,  a
decrease of  $1,283,908,  or 33.4 percent,  from revenues of $3,844,310  for the
comparable  period of 1999.  This nine-month drop in revenues is attributable to
the same causes for the decline of sales in Q3 2000, as set forth above.

     Our gross margin for the nine months ended  October 31, 1999 was  $639,948,
or 25 percent, compared with gross margin of $1,131,542, or 29.4 percent for the
same    period    in   1998.    This    reduction    in   margin   is   due   to
the smaller margin inherent in public bid contracts, which was a major source of
the work we performed during the first nine months of the present fiscal year.

     General and  administrative  expenses for the nine months ended October 31,
1999 were  $1,257,174,  or 49.1 percent of revenues,  compared


                                       8


<PAGE>

with  general  and  administrative  expenses  for  the  same  period  in 1998 of
$718,342,  or only 18.7  percent of  revenues.  This  considerable  increase  in
general and  administrative  expenses - $538,832 - during a period of $1,283,908
less revenue is attributed to our having devoted  considerable  time, effort and
resources to marketing efforts, particularly in Florida and Brazil.

     We sustained a loss of $595,512 during the first nine months of fiscal year
2000  compared  with net income of $415,392  for the first nine months of fiscal
year 1999.

     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 anticipate obtaining contracts, as a result of our sole source marketing
efforts,  for  approximately  $10  million  in  revenue  in the next six to nine
months. The sole source approach has increased sale cycle time from inception to
signature.  We  anticipate  $10 to $14 million in revenue  from our  effort.  We
continue  our  market  development  efforts  in  Brazil,  and  our  efforts  are
proceeding favorably.

     Our most  difficult  problem today is a nuisance  lawsuit filed by a person
that assisted us in our  negotiations  in 1997 with the Tulsa,  Oklahoma  public
school system. He claims a commission greater than what we believe he is due. An
agreement  has been reached to resolve the matter by having the project  audited
to determine the actual amount owed, if any.

     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.

     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 executive  officer Jim Arvidson - as a result of
accident or for health  reasons,  and  interruptions  in the supply of inventory
from manufacturers of the inventory.


                                        9

<PAGE>



Item 6.        Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit                         Item
     -------                         ----
     27              -      Financial Data Schedule*

*Previously filed and incorporated herein.

(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:  February 28, 2000                   TechLite, Inc.



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

                                       10