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 September 30, 2002

                                       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  November  15, 2002, there were 8,062,765 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 September 30, 2002
                      and the year ended December 31, 2001

<TABLE>
<CAPTION>
                                             Sept. 30, 2002    December 31, 2001
                                               (Unaudited)         (Audited)
                                             --------------    -----------------
<S>                                            <C>                 <C>
ASSETS
     Cash                                           3,243              81,303
     Contract receivables                         152,652             113,389
     Inventory                                      6,935               7,724
     Property  &  equipment
          Equipment                               216,370             205,370
          Furniture and fixtures                   33,961              33,637
          Building and land                       400,000             400,000
          Leasehold improvements                   73,064              73,064
          Autos and trucks                        202,132             198,657
                                               ----------          ----------
                                                  925,527             910,728
          Less accumulated depreciation           473,285             413,600
                                               ----------          ----------
                                                  452,242             497,128
                                               ----------          ----------

     Other  assets,  net                           21,043              17,085
                                               ----------          ----------

          Total Assets                            636,115             716,629
                                               ==========          ==========

LIABILITIES

     Accounts payable                           1,153,274             989,829
     Accrued  wages                                60,973                   -
     Billings in excess of costs
       &  estimated earnings on
       uncompleted contracts                      214,783              73,837
     Taxes payable                                116,242             171,874
     Notes payable                              3,045,046           2,666,367
     Other liabilities                            301,210             739,210
                                               ----------          ----------

          Total Liabilities                     4,891,528           4,641,117
                                               ----------          ----------

EQUITY

     Preferred  stock,  $.001  par  value;
          10,000,000 authorized  shares;
          none  issued                                  -                   -
     Common  stock,  $.001  par  value;
          40,000,000  authorized  shares;
          6,962,755  and  4,467,422 issued
          and  outstanding  at  September 30,
          2002 and December 31, 2001,
          respectively                              6,963               4,468
     Treasury  stock                              (10,000)                  -
     Paid-in-capital                            4,337,589           3,412,484
     Retained earnings(deficit)                (8,589,965)         (7,341,440)
                                               ----------          ----------

          Total Equity                         (4,255,413)         (3,924,488)
                                               ----------          ----------

          Total Liabilities & Equity              636,115             716,629
                                               ==========          ==========
</TABLE>

See  Notes  to  Financial  Statements

                                        3
<PAGE>
                                 TECHLITE, INC.
                              STATEMENTS OF INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>
                                      Three Months Ended         Nine Months Ended
                                    Sept. 30      Sept. 30     Sept. 30      Sept. 30
                                      2002          2001         2002          2001
                                    --------      --------    ----------    ----------
<S>                                 <C>           <C>         <C>           <C>
Contract  revenues  earned           230,369       294,045       552,364       365,965
Cost  of  revenues  earned           125,253       205,732       343,048       273,180
                                    --------      --------    ----------    ----------

Gross profit                         105,116        88,313       209,316        92,785

General & administrative expenses    530,633       664,799     1,479,829     2,027,732
                                    --------      --------    ----------    ----------

Income(Loss) from operations        (425,517)     (576,486)   (1,270,513)   (1,934,947)

Other income                           4,887         7,348        21,988        25,555
                                    --------      --------    ----------    ----------

Income(Loss) before taxes           (420,630)     (569,138)   (1,248,525)   (1,909,392)

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

Net  Income(Loss)                   (420,630)     (569,138)   (1,248,525)   (1,909,392)
                                    ========      ========    ==========    ==========

Net Income(Loss) per common share      (0.06)        (0.13)        (0.18)        (0.43)
                                    ========      ========    ==========    ==========
</TABLE>


See  Notes  to  Financial  Statements

                                        4
<PAGE>

                                 TECHLITE, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                            Three Months Ended         Nine Months Ended
                                          Sept. 30      Sept. 30     Sept. 30      Sept. 30
                                            2002          2001         2002          2001
                                          --------      --------    ----------    ----------
<S>                                       <C>           <C>         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       (420,630)     (569,138)   (1,248,525)   (1,909,392)
  Adjustments  to  reconcile  net
    income  to  net  cash  provided
    by  operating  activities:
  Depreciation                              19,895        19,895        59,685        59,987
  Stock  given  as  compensation           188,000             -       480,000             -
  Decrease (increase) in contract
    receivables                           (146,660)     (235,039)      (38,578)     (211,916)
  Decrease  (increase)  in
    inventory                                    -             -           789        30,528
  Decrease (increase) in other
    assets/receivables                      (9,523)       38,207        (4,643)      (66,125)
  Net increase (decrease) in
    billings  related  to costs
    and  estimated  earnings  on
    uncompleted contracts                  161,397       170,850       140,946       245,259
  Increase (decrease) in
    accounts payable                       172,211       117,299       163,445       184,499
  Increase (decrease) in other
    accrued  liabilities                   (62,698)      154,259        13,327       468,310
                                          --------      --------    ----------    ----------
      Net cash provided by
        operating activities               (98,008)     (303,667)     (433,554)   (1,198,850)
                                          --------      --------    ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition  of  equipment                  (324)            -        (7,037)          330
  Sale  of  equipment                            -             -         3,238        (2,611)
                                          --------      --------    ----------    ----------
      Net  cash  used  in
        investing  activities                 (324)            -        (3,799)       (2,281)
                                          --------      --------    ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principle payments on notes payable     (725,945)     (101,546)     (766,837)   (1,443,065)
  New  borrowings                          822,789       155,035     1,136,130     1,524,245
  Purchase  of  treasury  stock                  -             -       (10,000)            -
  Sale  of  stock                                -       311,407             -     1,181,182
                                          --------      --------    ----------    ----------
      Net cash used in
        financing activities                96,844       364,896       359,293     1,262,362
                                          --------      --------    ----------    ----------


NET  INCREASE  (DECREASE) IN CASH
AND CASH EQUIVALENTS                        (1,488)       61,229       (78,060)      61,231

CASH  AND  CASH  EQUIVALENTS  AT
BEGINNING OF PERIOD                          4,731            69        81,303           67
                                          --------      --------    ----------    ---------

CASH  AND  CASH  EQUIVALENTS  AT
END OF PERIOD                                3,243        61,298         3,243       61,298
                                          ========      ========    ==========    =========
</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.  The  costs incurred are
calculated  as  costs  are  recorded  in  the  general  ledger  for  each  job.
Adjustments  are made to reduce the costs if large amounts of material have been
assigned to a job, but have not been installed.  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.

     Other  types  of revenue such as rent, miscellaneous sales and interest are
recorded  as  earned.  These  amounts are shown as other income on the financial
statements  and  are  considered  by the Company to be immaterial to the primary
business  conducted  by  the  Company.

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.  Warranty  obligations are covered by the
manufacturer.

                                        6
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

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

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.

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.




                                        7
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE  2:     COSTS  AND  ESTIMATED  EARNINGS  ON  UNCOMPLETED
                    CONTRACTS

Costs,  estimated earnings, and billings on uncompleted contracts are summarized
as  follows:
<TABLE>
<CAPTION>
                                               September 30,      December 31,
                                                    2002               2001
                                              --------------     ---------------
<S>                                           <C>                <C>
  Costs incurred on uncompleted contracts     $      124,984     $        98,382
  Estimated earnings                                  58,164              34,256
                                              --------------     ---------------
                                                     183,148             132,638
  Billings to date                                   397,931             206,475
                                              --------------     ---------------
                                              $     (214,783)    $       (73,837)
                                              ==============     ===============

  Included  in  the  accompanying  balance
  sheet  under  the  following captions:
    Billings  in  excess  of  costs  and
      estimated earnings on uncompleted
      contracts                               $      214,783     $        73,837
                                              ==============     ===============
</TABLE>

NOTE  3:     NOTES  PAYABLE
<TABLE>
<CAPTION>
                                               September 30,      December 31,
                                                    2002               2001
                                              --------------     ---------------
  Unsecured  notes  payable,  due  on
<S>                                           <C>                <C>
    demand, at 8% to 10%                      $     188,324      $      222,322
  Notes payable to banks, collateralized
    by equipment, due in monthly
    installments  plus interest  through
    September  2002, at 5.75%                         2,761              27,344
  Unsecured line of credit, at 16.75%                23,043              24,665
  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  7.0%                       983,952           1,032,189
  Note  payable, collateralized by 750,692
    shares of Company stock owned by
    two  officers  and additional real
    estate owned by one officer, due
    December  2002,  at  5.25%                      250,830             250,830
  Note  payable,  collateralized  by
    Company  stock, real  estate  and
    vehicles,  due  July  2006,  at  8.75%          128,995             143,088
</TABLE>

                                        8
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE  3:     NOTES  PAYABLE  (Continued)

<TABLE>
<CAPTION>
                                               September 30,      December 31,
                                                    2002               2001
                                              --------------     ---------------
  Note  payable,  non-interest bearing,
<S>                                           <C>                <C>
    convertible to Company stock at the
    option of the lender                            370,000
  Unsecured  notes  payable  to  company
    officers,  due  March  2001  and  July
    2003,  at  8%                                   255,430             119,232
  Note  payable,  collateralized  by
    8300  shares of  Emerson Electric
    stock  owned by a Company shareholder,
    due  December  2002, at 5.25%                   395,100             395,100
  Notes  payable,  building  and  land,
    due  in monthly  installments plus
    interest  through  October  2013, at  9%        345,557             359,929
                                               ------------       -------------

                                                  2,943,992           2,574,699
    Accrued interest                                101,054              91,668
                                               ------------       -------------

                                               $  3,045,046       $   2,666,367
                                               ============       =============
</TABLE>


Aggregate  annual  maturities  of  debt  at September 30, 2002, listed by fiscal
year-end  are  as  follows:

<TABLE>
<CAPTION>
<S>                                            <C>
                         2002                  $  1,039,299
                         2003                       263,133
                         2004                       294,672
                         2005                       316,998
                         2006                       326,332
                         Thereafter                 703,558
                                               ------------

                                               $  2,943,992
                                               ============
</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:

                                        9
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE  4:     PROPERTY  AND  EQUIPMENT  (Continued)

<TABLE>
<CAPTION>
                                               September 30,      December 31,
                                                    2002               2001
                                              --------------     ---------------
<S>                                           <C>                <C>

  Buildings                                   $      71,950      $       60,400
  Vehicles                                          183,803             160,772
  Equipment                                         166,076             147,326
  Furniture                                          22,615              20,353
  Leasehold improvements                             28,841              24,749
                                              -------------      --------------

                                              $     473,285      $      413,600
                                              =============      ==============
</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.

     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>
                                               September 30,      December 31,
                                                    2002               2001
                                              --------------     ---------------
<S>                                           <C>                <C>
  Computed at the statutory rate of 34%       $   (424,499)      $   (673,961)
  Increase  in  tax  resulting  from:
    Net operating loss carryforward                424,499            673,961
                                              ------------       ------------

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



                                       10
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

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  September  30, 2002 and December 31, 2001.  Backlog
represents  the amount of revenue the Company expects to realize from work to be
performed  on uncompleted contracts in progress at year end and from contractual
agreements  on  which  work  has  not  yet  begun.

<TABLE>
<CAPTION>
                                               September 30,      December 31,
                                                    2002               2001
                                              --------------     ---------------
<S>                                           <C>                <C>

  Backlog, beginning of period                $   207,893        $       27,454
  New contracts during the period                 655,071               980,333
  Contract  adjustments                                 0                 6,034
                                              -----------        --------------
                                                  862,964             1,013,821
  Less  contract  revenues  earned
  during  the  period                             552,364               805,928
                                              -----------        --------------

  Backlog, end of period                      $   310,600        $      207,893
                                              ===========        ==============
</TABLE>


NOTE  8:     CONTINGENCIES

     The  Company  is  a  defendant  in,  and  is threatened with, various legal
proceedings  with  respect  to  certain  vendor creditors.  The Internal Revenue
Service  has also filed a federal tax lien with respect to unpaid payroll taxes.
Management  believes  the  ultimate liability, to the extent not provided for in
the  amounts  currently recorded as liabilities in the financial statements, are
not  likely  to  have  a  material effect on the financial statements taken as a
whole.

                                       11
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE  9:     OTHER  ASSETS  AND  OTHER  LIABILITIES

     Other  assets  of $21,043 at September 30, 2002, represents $5,000 owed the
company from individuals who were issued stock as of September 30, 2002, but had
not  yet paid for the stock, $1,400 of utility deposits, and $14,643 of advances
to  employees.  Other assets of $17,085 at December 31, 2001, represents $15,000
owed the company from individuals who were issued stock as of December 31, 2001,
but  had  not  yet  paid  for the stock, $1,400 of utility deposits, and $685 of
advances to employees.  Other liabilities of $301,210 and $739,210, at September
30,  2002  and  December  31,  2001,  respectively, represents money or services
received from individuals purchasing new shares of stock, however, the stock had
not  been  issued  by  the  end  of  the  reporting  period.


NOTE  10:     UNISSUED  SHARES  OF  COMPANY  STOCK

     As  of  September 30, 2002, the Company has collected $189,210 for the sale
of  214,710 shares of Company stock and had received services valued at $112,000
for  the  sale  of  560,000  shares  of  stock.  As  of  September 30, 2002, the
stock  has  not  been  issued.  The  transaction  is  reflected in the financial
statements  through  the receipt of cash, recording of expenses and recording of
other  liabilities of $301,210.  The number of share of Company stock issued and
outstanding  at  September  30,  2002  and the net loss per share do not reflect
these  additional  shares  as  they  were  not  issued  at  September  30, 2002.


NOTE  11:     STOCK  COMPENSATION

     General  and  administrative expenses of $1,479,829 and $2,215,755 includes
$480,000  and  $847,406 of expenses associated with exchanging Company stock for
marketing  and  administrative services for the periods ended September 30, 2002
and  December 31, 2001, respectively.  Shares exchanged during the periods ended
September  30,  2002   and   December  31,  2001  were  2,073,333  and  817,625,
respectively.  The  value  of the stock exchanged had an average estimated value
of  approximately  $.23 and $1.04 per share, for the periods ended September 30,
2002 and December 31, 2001, respectively.  General and administrative expense of
$480,000  and  $847,406 was recorded during the periods ended September 30, 2002
and  December  31,  2001,  respectively.


                                       12
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE  11:     STOCK  COMPENSATION  (Continued)

     The Company's accounting policy for issuing stock for services to employees
is  to  issue  the  shares  at an average market price available at the time the
services  are  performed  and  when the stock is issued.  The policy for issuing
shares  to  non-employees is to negotiate a value for the service and then issue
the  shares  based  on the market value of the shares at the time the service is
performed.


NOTE  12:     NOTE  PAYABLE  CONVERTIBLE  TO  COMPANY  STOCK

     The Company has entered into an agreement to provide a non-interest-bearing
line of credit.  The line of credit may be converted, any time before January 5,
2003,  to  TechLite,  Inc. common stock at $0.30 per share.  As of September 30,
2002,  the  Company  has  drawn  $370,000 on the line of credit and none of this
amount  has  been  converted  to  Company  stock.





















                                       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 - Third Quarter of 2002 Compared to Third Quarter of
     ---------------------------------------------------------------------------
2001
----

     Our revenues of $294,045 for the quarter ended September 30, 2001 (Q3 2001)
decreased by $63,676 or 22 percent to revenues of $230,369 for the quarter ended
September  30,  2002  (Q3  2002).   This  decrease  was  due  primarily  to  the
transitioning  activities  that  were  underway.

     General  and administrative expenses for Q3 2002 were $530,633, a reduction
of  $134,166,  compared with general and administrative expenses of $664,799 for
Q3  2001.  The decrease in general and administrative expenses was due primarily
to  cost-cutting  measures.

     We  had a net loss of $420,630 for Q3 2002 compared to net loss of $569,138
for  Q3  2001.  At  the  end  of  Q3  2002 our backlog of business was $310,600,
compared  to  a  backlog  of  $526,344,  at  the  end  of  Q3  2001.

     Results  of  Operations  -  First  Three Quarters of 2002 Compared to First
     ---------------------------------------------------------------------------
Three  Quarters  of  2001
-------------------------

     Our  revenues  of $552,364 for the first three quarters of fiscal year 2002
represented  an  increase of $186,399 from revenues of $365,965 during the first
three  quarters  of  2001.  This  increase  was  due  primarily to the new sales
strategies,  implemented  earlier  in  the  year.

     General  and  administrative  expenses for the first three quarters of 2002
were $1,479,829, compared with general and administrative expenses of $2,027,732
for  the  first  three  quarters of 2001, a reduction of $547,903 or 27 percent.
This  decrease  was  due  primarily  to  expense  and  personnel  reductions.

     We  had  a  net  loss  from operations of $1,248,525 during the first three
quarters  of  2002,  a decrease of $660,867, or 35 percent, from a net loss from
operations  of  $1,909,392  during  the  first  three  quarters  of  2001.

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

     Our  net  loss  of  $1,248,525  for  the  first  three  quarters  of  2002
represented  severe  negative  cash  flow.  We covered this primarily through an

                                       14
<PAGE>

increase  of approximately $318,000 in other accrued liabilities, in stock given
as  compensation  in  the  amount of $480,000 and in new borrowings of $359,000.

     Outlook
     -------

     This  outlook  section contains a number of forward-looking statements, all
of  which  are  based  on  current  expectations.  Actual  results  may  vary
considerably.

     The  brightened  outlook  reported at the end of the second quarter, due to
TechLite's  revamping its sales and marketing efforts and reducing overhead, has
started to crystallize.  Staff changes include streamlining administrative/sales
personnel  and  adding  skilled  project managers to expand our project delivery
capabilities.

     These  expanded  delivery capabilities reflect TechLite's confidence in the
new  relationships  focused  on generating additional revenue streams.  Although
revenues for 2002 are expected to remain relatively comparable to those of 2001,
our  sales  efforts already indicate a backlog of deliveries for 2003.  Combined
with  better  delivery  and lower overhead, much better results are expected for
the  coming  year.

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:


                                       15
<PAGE>

     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.*


     *     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:  November  19,  2002               TECHLITE,  INC.


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










                                       16
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  J.D.  Arvidson,  Chief  Executive  Officer  of the registrant, certify that:

     1.     I  have  reviewed  this quarterly report on Form 10-QSB of TechLite,
Inc.;

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

            a.   designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

            b.   evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

            c.   presented  in  this  quarterly report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

            a.   all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

                                       17
<PAGE>

            b.   any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly  report  whether  there  were  significant  changes  in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.



Date:  November  19,  2002               /s/  J.D.  Arvidson
                                         ---------------------------------------
                                         J.D.  Arvidson
                                         Chief  Executive  Officer






















                                       18
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  J.D.  Arvidson,  Chief  Financial  Officer  of the registrant, certify that:

     1.     I  have  reviewed  this quarterly report on Form 10-QSB of TechLite,
Inc.;

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

            a.   designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

            b.   evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

            c.   presented  in  this  quarterly report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

            a.   all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

                                       19
<PAGE>

            b.   any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly  report  whether  there  were  significant  changes  in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.



Date:  November  19,  2002               /s/  J.D.  Arvidson
                                         ---------------------------------------
                                         J.D.  Arvidson
                                         Chief  Financial  Officer





























                                       20
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In connection with the accompanying Quarterly Report of TechLite, Inc. (the
"Company")  on  Form  10-QSB  for  the  period  ended  September  30,  2002 (the
"Report"),  I,  J.D.  Arvidson,  Chief  Executive Officer of the Company, hereby
certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                         /s/  J.D.  Arvidson
Dated:  November  19,  2002              ---------------------------------------
                                         J.D.  Arvidson
                                         Chairman and  Chief  Executive  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-Q  or  as  a  separate  disclosure  document.



















                                       21
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In connection with the accompanying Quarterly Report of TechLite, Inc. (the
"Company")  on  Form  10-QSB  for  the  period  ended  September  30,  2002 (the
"Report"),  I,  J.D.  Arvidson,  Chief  Financial Officer of the Company, hereby
certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                      /s/  J.D.  Arvidson
Dated:  November  19,  2002           ------------------------------------------
                                      J.D.  Arvidson
                                      Chief  Financial  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-Q  or  as  a  separate  disclosure  document.























                                       22