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


                                   FORM 10-QSB
               [] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended ______________

                                       OR

              [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934 For
         the transition period from August 1, 2000 to September 30, 2000


                                 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  September  30,  2000,  there  were  3,224,311  shares   of   the
registrant's common stock, par value $0.001 per share, outstanding.

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


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements






























                                       2
<PAGE>
                                 TECHLITE, INC.
                                 BALANCE SHEETS
                As of the eight months ended September 30, 2000
                  and the twelve months ended January 31, 2000

<TABLE>
<CAPTION>
                                            September 30, 2000  January 31, 2000
                                                (Unaudited)         (Audited)
                                            ------------------  ----------------
ASSETS

<S>                                             <C>                <C>
      Cash                                      $   46,696         $  126,189
      Accounts receivable                          395,684            337,606
      Inventory                                      5,366            189,949
      Property & equipment
          Equipment                                197,607            196,314
          Furniture and fixtures                    33,637             32,490
          Building and land                        400,000            400,000
          Leasehold improvements                    73,394             68,020
          Autos and trucks                         209,370            216,770
                                                ----------         ----------
                                                   914,008            913,594
          Less accumulated depreciation            312,247            250,251
                                                ----------         ----------
                                                   601,761            663,343
                                                ----------         ----------

      Other assets, net                            101,203            345,862
                                                ----------         ----------

          Total Assets                           1,150,710          1,662,949
                                                ==========         ==========


LIABILITIES

      Accounts payable                             807,636            689,583
      Accrued wages                                 50,511             35,831
      Taxes payable                                359,212            314,450
      Billings in excess of costs and estimated
           earnings on uncompleted contracts        83,370            213,033
      Notes payable                              2,454,576          2,312,725
      Other liabilities                             73,385             62,782
                                                ----------         ----------

          Total Liabilities                      3,828,690          3,628,404
                                                ----------         ----------

EQUITY

      Preferred stock, $.001 par value;
          10,000,000 authorized shares;
          none issued                                     -                  -
      Common stock, $.001 par value;
          40,000,000 authorized shares;               3,224              2,455
          3,224,311 and 2,454,347 issued
          outstanding, respectively
      Paid-in-capital                             2,051,421          1,378,048
      Retained earnings(deficit)                 (4,732,625)        (3,345,958)
                                                 ----------         ----------

          Total Equity                           (2,677,980)        (1,965,455)
                                                 ----------         ----------

          Total Liabilities & Equity             $1,150,710         $1,662,949
                                                 ==========         ==========
</TABLE>

See Notes to Financial Statements

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

<TABLE>
<CAPTION>
                                    Two Months Ended       Eight Months Ended
                                      September 30            September 30
                                   -------------------  -----------------------
                                      2000      1999       2000         1999
                                   ---------  --------  -----------  ----------

<S>                                <C>        <C>       <C>          <C>
  Contract revenues earned         $ 164,691  $543,559  $   827,345  $2,320,123
  Cost of revenues earned            104,425   491,236      706,460   1,786,148
                                   ---------  --------  -----------   ---------

  Gross profit                        60,266    52,323      120,885     533,975

  General & administrative
    expenses                       $ 283,208  $101,194  $ 1,555,259  $1,133,353
                                   ---------  --------  -----------  ----------

  Income(Loss) from operations      (222,942)  (48,871)  (1,434,374)   (599,378)

  Other income                         5,574     3,043       47,706      19,214
                                   ---------  --------  -----------  ----------

  Income(Loss) before taxes         (217,368)  (45,828)  (1,386,668)   (580,164)

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

  Net Income(Loss)                 $(217,368) $(45,828) $(1,386,668) $ (580,164)
                                   =========  ========  ===========  ==========

  Net Income(Loss) per
    common share                       (0.07)    (0.02)       (0.43)      (0.24)
                                   =========  ========  ===========  ==========
</TABLE>


See Notes to Financial Statements.

                                       4
<PAGE>

                                 TECHLITE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                  Two Months Ended         Eight Months Ended
                                    September 30              September 30
                               ---------------------    -----------------------
                                  2000        1999          2000         1999
                               ---------    --------    -----------  -----------

<S>                            <C>          <C>         <C>          <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
  Net income (loss)            $  (217,368) $ (45,827)  $(1,386,668) $ (580,163)
  Adjustments to reconcile net
    income to net cash provided
    by operating activities"
  Depreciation                      18,871      7,444        71,373      61,185
  Loss (gain) on disposal of
    fixed asset                          0          -         1,828           -
  Decrease (increase) in
    contract receivables          (120,588)   (395,678)     (58,078)   (717,482)
  Decrease (increase) in
    inventory                          634       4,419      184,583       7,673
  Decrease (increase) in
    other assets/receivables          (902)      2,748      242,254           -
  Net increase (decrease) in
    billings related to costs
    and estimated earnings on
    uncompleted contracts           44,970      69,869     (129,663)    (10,524)
  Increase (decrease) in
    accounts payable               134,401     (86,828)     118,053     421,369
  Increase (decrease) in
    common stock                         0           -       89,143           -
  Increase (decrease) in
    other accrued liabilities      277,764     (18,671)     430,345      85,134
                                ----------  ----------  -----------  ----------
    Net cash provided by
      operating activites          137,782    (462,524)    (436,830)   (732,808)
                                ----------  ----------  -----------  ----------

CASH FLOWS FROM INVESTING
ACTIVITIES:
  Sale of equipment                     -            -          900           -
  Acquisition of equipment          (2,900)     (6,357)     (10,114)    (83,722)
                                ----------  ----------  -----------  ----------
    Net cash used in
      investing activities          (2,900)     (6,357)      (9,214)    (83,722)
                                ----------  ----------  -----------  ----------

CASH FLOWS FROM FINANCING
ACTIVITIES:
  Principle payments on
    notes payable               (1,002,614)    138,004   (2,103,670)   (725,352)
  New borrowings                   772,157     306,727    2,170,221   1,522,918
  Sale of stock                          -           -      300,000           -
                                ----------  ----------  -----------  ----------
    Net cash used in
      financing activites         (230,457)    444,731      366,551     797,566
                                ----------  ----------  -----------  ----------

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS          (95,575)    (24,150)     (79,493)    (18,964)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                142,271      24,348      126,189      19,162
                                ----------  ----------  -----------  ----------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                       46,696         198       46,696         198
                                ==========  ==========  ===========  ==========
</TABLE>

See Notes to Financial Statements

                                       5
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

The balance sheet of TechLite,  Inc. (the Company), at January 31, 2000 has been
taken from the Company's audited financial  statements at that date. The balance
sheet at September  30, 2000;  the  statement of  operations  for the two months
ended September 30, 2000 and 1999, and the eight months ended September 30, 2000
and 1999;  the  statement of cash flows for the two months ended  September  30,
2000 and 1999, and the eight months ended  September 30, 2000 and 1999 have been
prepared in conformity with generally accepted accounting principles and contain
such  adjustments as management  feels are necessary to present  fairly,  in all
material  respects,  the  financial  position and results of  operations  of the
Company.


NOTE 1:     MERGER ACTIVITY

        The Company was organized in accordance with the General Corporation Act
of the State of  Oklahoma  on June 3, 1997,  for the  purpose  of  merging  with
TechLite Applied Sciences, Inc. (Applied Sciences), an Oklahoma corporation. The
Company had no business  operations or significant  capital and had no intention
of  engaging  in any active  business  until it merged  with  Applied  Sciences.
Applied  Sciences  is an  operating  company  in the  business  of  retrofitting
lighting fixtures to obtain reductions in electricity  consumption.  The Company
will be the surviving corporation, but Applied Sciences will elect all directors
and officers of the merged  entity.  The Company  effected the merger on October
21, 1999 with Applied  Sciences  pursuant to approving votes of the shareholders
of both corporations.  The merger was a tax-free reorganization accounted for as
a pooling of interests.


NOTE 2:     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations
--------------------

        The Company is  organized as an Oklahoma  corporation  located in Tulsa,
Oklahoma.  The  Company is an energy  efficient  lighting  specialist  primarily
engaged in performing  retrofits of lighting systems in commercial,  educational
and healthcare  facilities.  The work is performed  primarily under  fixed-price
contracts  which were obtained either through  negotiations or 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

                                       6
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


contracts  from year to year is subject  to the  inherent  uncertainties  of the
bidding and negotiation process associated with the construction industry.  NOTE

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

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

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

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

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

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

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

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.

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



NOTE 2:     NATURE OF OPERATIONS AND SUMMARY OF 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 6. As
changes in tax laws or rates are enacted,  deferred  tax assets and  liabilities
are adjusted through the provision for income taxes.


NOTE 3:     COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs,  estimated earnings, and billings on uncompleted contracts are summarized
as follows:
<TABLE>
<CAPTION>
                                                      September 30,  January 31,
                                                          2000          2000
                                                      -------------  -----------

<S>                                                     <C>          <C>
   Costs incurred on uncompleted contracts              $   60,821   $1,314,259
   Estimated earnings                                       18,080      405,623
                                                        ----------   ----------
                                                            78,901    1,719,882
   Billings to date                                        162,271    1,932,915
                                                        ----------    ---------

                                                        $  (83,730)  $ (213,033)
                                                        ==========   ==========


   Included in the accompanying balance sheet under
       Billings in excess of costs and estimated
           earnings on uncompleted contracts            $   83,730   $  213,033
                                                        ==========   ==========
</TABLE>

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


NOTE 4:     NOTES PAYABLE


<TABLE>
<CAPTION>
                                                      September 30,  January 31,
                                                          2000          2000
                                                      -------------  -----------

<S>                                                     <C>          <C>
   Unsecured notes payable, due on demand, at 10%       $   68,772   $   67,072
   Notes payable banks, collateralized by
     equipment, due in monthly installments plus
     interest through September 2002, at 8.25% to 12%       67,347       92,360
   Unsecured line of credit, at 14.5%                       32,834       38,778
   Line of credit, secured by factored accounts
     receivable, accounts receivable, contracts
     receivable, inventory and fixed assets, due
     December 2000 and June 2001, at 12%                 1,065,307      986,403
   Note payable, collateralized by 750,692 shares of
     Company stock owned by two officers and
     additional real estate owned by one officer, due
     March 2001, at 10.5%                                  250,830      250,830
   Note payable, collatralized by contracts
     receivable and accounts receivable, due March
     2001, at 10.5%                                         50,135       50,135
   Note payable, collatrlized by accounts
     receivable, due in monthly installments plus
     interest through March 2003, at 11%                    21,831
   Note payable, collaterlized by 8300 shares of
     Emerson Electric stock owned by a Company
     shareholder, due September 2001, at 10.5%             395,100      395,100
   Notes payable, building and land, due in monthly
     installments plus interest through October
     2013, at 9%                                           379,583      384,509
                                                        ----------   ----------

                                                         2,331,739    2,265,187
   Accrued interest                                        122,837       47,538
                                                        ----------   ----------

                                                        $2,454,576   $2,312,725
                                                        ==========   ==========
</TABLE>
                                       9
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4:     NOTES PAYABLE (Continued)

Aggregate  annual  maturities  of debt at September  30, 2000,  listed by fiscal
year-end are as follows:
<TABLE>
<CAPTION>
<S>                                                     <C>
               January 31, 2001                         $1,194,978
               January 31, 2002                            750,424
               January 31, 2003                             47,701
               January 31, 2004                             20,721
               January 31, 2005                             20,918
               Thereafter                                  296,997
                                                        ----------

                                                        $2,331,739
                                                        ==========
</TABLE>

NOTE 5:     PROPERTY AND EQUIPMENT

        Property and equipment  consist  of  buildings,   vehicles,   equipment,
furniture and leasehold improvements. The vehicles and equipment are depreciated
over  five  years,  furniture  is  depreciated   over  seven  years,   leasehold
improvements are depreciated over ten years and buildings are  depreciated  over
25 years.  Accumulated depreciation is summarized as follows:
<TABLE>
<CAPTION>
                                                      September 30,  January 31,
                                                          2000          2000
                                                      -------------  -----------

<S>                                                    <C>           <C>
   Buildings                                           $    40,000   $   26,667
   Vehicles                                                 124,164     104,484
   Equipment                                                114,201      92,549
   Furniture                                                 16,359      13,749
   Leasehold improvements                                    17,523      12,802
                                                       ------------  ----------

                                                       $    312,247  $  250,251
                                                       ============  ==========
</TABLE>

                                       11
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 6:     INCOME TAXES AND DEFERRED INCOME TAXES

        Based on the Company's significant net operating losses it appears it is
more likely than not that the  deferred tax asset  created by the net  operating
losses may not be realized.  Therefore, a 100% allowance has been applied to the
net deferred tax asset.

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

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


<TABLE>
<CAPTION>
                                                      September 30,  January 31,
                                                          2000          2000
                                                      -------------  -----------

<S>                                                    <C>           <C>
   Computed at the statutory rate of 34%               $  (471,467)  $ (524,889)
   Increase in tax resulting from:
        Net operating loss carryforward                    471,467      524,889
                                                       -----------   ----------

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

NOTE 7:     OTHER ASSETS

        At  September  30,  2000 and  January 31,  2000,  the  Company  recorded
$101,203 and $345,862, respectively, as other assets. Other assets include costs
associated with internally  developed  software which is amortized over 4 years,
$1,203 and $3,608,  at September  30, 2000 and January 31,  2000,  respectively.
Other assets also includes approximately $100,000 and $91,000,  respectively, as
a  receivable  from a vendor  at  September  30,  2000  and  January  31,  2000.
Additionally,  other  assets at January  31,  2000 also  include  $250,000  as a
purchase  option  contract.  This  contract  expired  in  February  2000 and the
$250,000 was forfeited.

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


NOTE  8:   SIGNIFICANT ESTIMATES AND CONCENTRATIONS

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

        Estimates of revenue on uncompleted construction contracts are explained
in Note 2, under Revenue Recognition and are described in detail in Note 3.


NOTE 9:     BACKLOG

         The  following  schedule  summarizes  changes  in  backlog on contracts
during  the  periods  ended  September 30, 2000  and  January 31, 2000.  Backlog
represents  the amount of revenue the Company expects to realize from work to be
performed on uncompleted  contracts in progress at year end and from contractual
agreements on which work has not yet begun.


<TABLE>
<CAPTION>
                                                      September 30,  January 31,
                                                          2000          2000
                                                      -------------  -----------

<S>                                                    <C>           <C>
   Backlog, beginning of year                          $   403,267   $1,686,995
   New contracts during the period                         701,761    1,342,022
   Contract adjustments
                                                         1,105,028    3,029,017
   Less contract revenues earned during the period         827,345    2,625,750
                                                       -----------   ----------

   Backlog, end of period                              $   277,683   $  403,267
                                                       ===========   ==========
</TABLE>


NOTE 10:     PENDING ACQUISITION

TechLite,  Inc.  has entered  into an  agreement  to purchase all of the capital
stock of Sun & Sun  Industries  of  Huntington  Beach,  California  for cash and
shares of TechLite,  Inc. common stock. Sun & Sun Industries provides design and
installation of energy-efficient  and EPA-compliant  lighting systems for ESCO's
(Energy  Service  Companies)  and Power  Utility  customers  in the  commercial,
retail, education,  hospital, municipal and federal markets. As of September 30,
2000,  the  execution of the purchase  agreement is pending,  due to  additional
financial information needed from Sun & Sun Industries.

                                       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  -  Two-Month  Transitional Period Ended September
        ------------------------------------------------------------------------
30, 2000 Compared to Two- Month period Ended September 30, 1999
---------------------------------------------------------------

        Our revenues of $164,691  for the  two-month  transitional  period ended
September  30, 2000 fell by $378,868 or 69.7 percent  from  revenues of $543,559
for the two-month  period ended  September 30, 1999.  This reduction in sales is
due to a lack of contract signings and delays in on-going construction projects.

        Our gross margin for the two-month  transitional  period ended September
30, 2000 was $60,266, or 36.6 percent, compared with gross margin of $52,323, or
9.6 percent, for the two-month period ended September 30, 1999. This increase in
gross  margin is due to  increased  efficiencies  in  installation  and material
management.

        General  and  administrative  expenses  for the  two-month  transitional
period  ended  September  30,  2000 were  $283,208,  compared  with  general and
administrative expenses of $101,194 for the two-month period ended September 30,
1999. The increase was due to costs associated with the proposed  acquisition of
Sun & Sun Industries, Inc. of Huntington Beach, California.

        We had a net loss of  $217,368  for the  two-month  transitional  period
ended  September  30, 2000  compared to a net loss of $45,828 for the  two-month
period ended September 30, 1999.

        Results of Operations  -  Eight Months Ended September 30, 2000 Compared
        ------------------------------------------------------------------------
to Eight Months Ended September 30, 1999
----------------------------------------

        Our revenues of $827,345 for the eight-month  period ended September 30,
2000 fell by  $1,492,778  or 64.3 percent from  revenues of  $2,320,123  for the
eight-month period ended September 30, 1999. This reduction in sales is due to a
lack of contract signings and delays in on-going construction projects.

        Our gross margin for the eight-month period ended September 30, 2000 was
$120,885, or14.6 percent, compared with gross margin of $533,975, or 23 percent,
for the  eight-month  period ended  September  30, 1999.  This decrease in gross
margin  is  due to  our having  accepted lower margin projects,  which  projects
extended from the beginning of the year into the shortened third quarter.

                                       14
<PAGE>

        General and  administrative  expenses for the  eight-month  period ended
September 30, 2000 were  $1,555,259,  compared  with general and  administrative
expenses of $1,133,353 for the eight-month  period ended September 30, 1999. The
increase was due to costs associated with the proposed  acquisition of Sun & Sun
Industries, Inc. of Huntington Beach, California.

        We had a net  loss  of  $1,386,668  for  the  eight-month  period  ended
September 30, 2000  compared to a net loss of $580,164 for the two-month  period
ended September 30, 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 are  optimistic  about the future at  TechLite.  Efforts  continue to
develop a national presence through strategic  alliances,  partnerships,  or the
roll up of companies with structures and marketing  philosophies that complement
those of TechLite.  This should  provide  TechLite and its affiliates a national
presence  through  which  they  can  effectively   serve  customers  beyond  the
geographic reach of each individual affiliate.

        TechLite,  Inc.  has entered  into an  agreement  to purchase all of the
capital stock of Sun & Sun Industries of Huntington  Beach,  California for cash
and shares of TechLite,  Inc.  common stock.  Both companies  provide design and
installation of  energy-efficient  and  EPA-compliant  lighting systems for ESCO
(Energy Service Company) and Power Utility customers in the commercial,  retail,
education,  hospital,  municipal and federal markets.  Combined synergies of the
companies are expected to boost sales five to ten times current  levels  without
the cost normally associated with market territory expansion.



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

        On  September  7,  2000,  in Civil  Action  CJ 2000  C4310  filed in the
District  Court of Tulsa  County,  Oklahoma,  entitled  Kriz-Davis  Company  vs.
TechLite,  Inc., et al, TechLite was sued on an open account for the purchase of
goods and services in the alleged  amount of $51,561.  This amount plus attorney
fees and court costs are sought in the action.  TechLite  admits the validity of
the claim.

                                       15
<PAGE>

        On October 5, 2000,  in Civil Action CJ 2000 04842 filed in the District
Court of Tulsa County, Oklahoma, entitled Broken Arrow Electric Supply, Inc. vs.
TechLite  Applied  Sciences,  Inc.  TechLite was sued on an open account for the
purchase of goods and services in the alleged amount of $142,863.39. This amount
plus  attorney  fees and court  costs are sought in the  action.  TechLite  will
dispute this amount.
        On May 18, 2000,  Environmental  Light Recyclers filed a notice of claim
in the amount of $120,740.90 against a Bond issued to TechLite.  TechLite admits
the validity of the claim.
        On November  19, 1999 in Civil  Action CJ 99-5600  filed in the District
Court of Tulsa County,  Oklahoma,  entitled Sportlite,  Inc. vs. TechLite, Inc.,
TechLite was sued on an open account for the purchase of goods and services. The
Plaintiff has received favorable judgment in the amount of $34,745.
        On September  9, 1999 in Civil  Action CJ 99-4303  filed in the District
Court of Tulsa County,  Oklahoma,  entitled  Powers  Savers,  Inc. vs.  TechLite
Applied Sciences,  Inc.;  Government Capital  Corporation and Independent School
District No. 1 of Tulsa  County,  Oklahoma,  TechLite was sued by Power  Savers,
Inc.,  who claimed  damages in an  undetermined  amount  resulting from disputed
overhead  expenses  with  regard  to a  joint  venture  agreement.  TechLite  is
disputing the claim.


Item 5.  Other Information

        On July 13, 2000,  TechLite entered into an Agreement and Plan of Merger
with Sun and Sun  Industries,  Inc., of  Huntington  Beach,  California  and the
shareholders of Sun and Sun Industries,  Inc. Pursuant to the agreement, Sun and
Sun  Industries  shall merge with a  to-be-formed,  wholly owned  subsidiary  of
TechLite with such subsidiary to be the surviving corporation of the merger. The
merger shall occur one week after Sun and Sun Industries obtains an audit of its
last two years of operations.

        TechLite is required to contribute $1,200,000 in cash and 600,000 shares
of TechLite  common stock to its subsidiary at the time of its  formation.  When
the  merger  occurs,  the  outstanding  shares of Sun and Sun  Industries  shall
convert into the 600,000 shares of TechLite common stock held by the subsidiary,
and the  $1,200,000  in cash shall be  distributed  to  creditors of Sun and Sun
Industries. The shareholders of Sun and Sun Industries shall also be entitled to
receive $3  million  in cash or in  TechLite  common  stock over the  three-year
period after the effective date of the merger as follows:

          o       $250,000  worth of  TechLite  common  stock one year after the
                  merger,  the "worth" of the stock being equal to the higher of
                  $0.50 a share or the 50-day moving average price of the stock;
                  provided  that  TechLite can elect to  contribute  up to fifty
                  percent of such $250,000 in cash,

          o       $750,000  worth of TechLite  common  stock two years after the
                  merger,  the "worth" of the stock being equal to the higher of
                  $0.50 a share or the 50-day moving average price of the stock;
                  provided  that  TechLite can elect to  contribute  up to fifty
                  percent of such $750,000 in cash, and

                                       16
<PAGE>


          o       $2,000,000  worth of TechLite  common  stock three years after
                  the merger, the "worth" of the stock being equal to the higher
                  of $0.50 a share or the  50-day  moving  average  price of the
                  stock;  provided  that  TechLite can elect to contribute up to
                  fifty percent of such $2,000,000 in cash.

Should the 50-day moving  average price of TechLite's  common stock be less than
$0.50 a share on any of the three  anniversaries of the merger, the shareholders
of Sun and Sun  Industries  can require  that up to fifty  percent of the dollar
obligation due that day be paid in cash rather than in stock.

        The shareholders of Sun and Sun Industries are given certain rights over
the  three-year  period  after the merger with regard to  representation  on the
board of directors  of TechLite,  to the election of officers of TechLite and to
participation in any stock options that may be granted by TechLite.

Item 6.  Exhibits and Reports on Form 8-K

(a)     Exhibits

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


          27      Financial Data Schedule

(a)     Reports on Form 8-K

Item 8.  Change in Fiscal Year.

        On October 30, 2000, TechLite, Inc. determined to change its fiscal year
end  from  January  31 - the  date  used in its  most  recent  filings  with the
Commission - to December 31.
        TechLite, Inc.'s Form 10-QSB for the shortened transitional period ended
on September 30, 2000 is the report that covers the transition period.

                                       17
<PAGE>

                                   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 13, 2000                   TECHLITE, INC.


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


















                                       18