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


                                  FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 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  May  6, 2002, there were 6,390,755shares of the registrant's common
stock,  par  value  $0.001  per  share,  outstanding.

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


                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item  1.  Financial  Statements

























                                        2
<PAGE>

                                 TECHLITE, INC.
                                 BALANCE SHEETS
         AS OF THE THREE MONTHS ENDED MARCH 31, 2002 AND THE YEAR ENDED
                                DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                           MARCH 31, 2002      DECEMBER 31, 2001
                                            (UNAUDITED)            (AUDITED)
                                           --------------      -----------------
ASSETS
<S>                                         <C>                    <C>
  Cash                                               213                 81,303
  Contract receivables                           134,869                113,389
  Inventory                                        6,935                  7,724
  Property & equipment
    Equipment                                    202,132                205,370
    Furniture and fixtures                        33,637                 33,637
    Building and land                            400,000                400,000
    Leasehold improvements                        73,064                 73,064
    Autos and trucks                             205,370                198,657
                                            ------------           ------------
                                                 914,203                910,728
    Less accumulated depreciation                433,495                413,600
                                            ------------           ------------
                                                 480,708                497,128
                                            ------------           ------------

Other  assets,  net                                7,105                 17,085
                                            ------------           ------------

     Total Assets                                629,830                716,629
                                            ============           ============

LIABILITIES

  Accounts payable                               935,462                989,829
  Accrued  wages                                   8,000                      -
  Billings in excess of costs & estimated
    earnings on uncompleted contracts             56,296                 73,837
  Taxes payable                                  191,256                171,874
  Notes payable                                2,909,777              2,666,367
  Other liabilities                              189,210                739,210
                                            ------------           ------------

     Total Liabilities                         4,290,001              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;
    6,390,755  and  4,467,422 issued
    and outstanding at March 31, 2002              6,391                  4,468
    and December 31, 2001, respectively
  Treasury  stock                                (10,000)                     -
  Paid-in-capital                              4,252,561              3,412,484
  Retained earnings(deficit)                  (7,909,123)            (7,341,440)
                                            ------------           ------------

     Total Equity                             (3,660,171)            (3,924,488)
                                            ------------           ------------

     Total Liabilities & Equity                  629,830                716,629
                                            ============           ============
</TABLE>

See Notes to Financial Statements


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

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                    ---------------------------
                                                    MARCH 31          MARCH 31
                                                      2002              2001
                                                    ---------         ---------
<S>                                                 <C>               <C>
Contract revenues earned                             194,062            28,705
Cost of revenues earned                              143,422            24,399
                                                   ---------         ---------
Gross profit                                          50,640             4,306

General & administrative expenses                    627,850           482,564
                                                   ---------         ---------

Income(Loss) from operations                        (577,210)         (478,258)

Other income                                           9,527            10,338
                                                   ---------         ---------

Income(Loss) before taxes                           (567,683)         (467,920)

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

Net Income(Loss)                                    (567,683)         (467,920)
                                                   =========         =========

Net Income(Loss) per common share                      (0.09)            (0.13)
                                                   =========         =========
</TABLE>




See  Notes  to  Financial  Statements



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

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                    ---------------------------
                                                    MARCH 31          MARCH 31
                                                      2002              2001
                                                    ---------         ---------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
<S>                                                 <C>               <C>
  Net income (loss)                                 (567,683)         (467,920)
  Adjustments to reconcile net income to net
    cash provided by operating activities:
  Depreciation                                        19,895            20,196
  Stock  given  as  compensation                     292,000                 -
  Decrease (increase) in contract receivables        (21,480)           35,465
  Decrease (increase) in inventory                       789            30,528
  Decrease (increase) in other assets/receivables      9,980                 -
  Net increase (decrease) in billings related to
    costs  and  estimated  earnings  on
    uncompleted contracts                            (17,541)           (9,255)
  Increase (decrease) in accounts payable            (54,367)           71,734
  Increase (decrease) in other accrued liabilities    27,052           140,169
                                                    --------          --------
    Net cash provided by operating activities       (311,355)         (179,083)
                                                    --------          --------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
  Acquisition  of  equipment                          (6,713)                -
  Sale  of  equipment                                  3,238
                                                    --------          --------
  Net cash  used  in  investing  activities           (3,475)                -
                                                    --------          --------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
  Principle payments on notes payable                (24,707)          (18,356)
  New borrowings                                     268,447            66,666
  Purchase  of  treasury stock                       (10,000)                -
  Sale  of  stock                                          -           130,775
                                                    --------          --------
    Net cash used in financing activities            233,740           179,085
                                                    --------          --------

NET  INCREASE  (DECREASE)  IN  CASH
AND CASH EQUIVALENTS                                 (81,090)                2

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

CASH  AND  CASH  EQUIVALENTS  AT
END OF PERIOD                                            213                69
                                                    ========          ========
</TABLE>



See  Notes  to  Financial  Statements

                                        5
<PAGE>

                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  1:     NATURE  OF  OPERATIONS  AND  SUMMARY  OF  SIGNIFICANT
             ACCOUNTING  POLICIES

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

     The  Company  is  organized  as  an  Oklahoma corporation located in Tulsa,
Oklahoma.  The  Company  is  an  energy  efficient lighting specialist primarily
engaged  in  performing retrofits of lighting systems in commercial, educational
and  healthcare  facilities.   The work is performed primarily under fixed-price
contracts  which  were  obtained either through negotiations or bidding process.
The length of the contracts vary, typically between 1 and 18 months.  Due to the
nature  of  the construction industry, once work is completed on a contract, new
contracts  must  be  identified and obtained.  The ultimate success in obtaining
new  contracts from year to year is subject to the inherent uncertainties of the
bidding  and  negotiation  process  associated  with  the construction industry.

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

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

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

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

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

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

                                        6
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



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

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

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

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

     Provisions  for  income  taxes are based on taxes payable or refundable for
the  current year and deferred taxes on temporary differences between the amount
of  taxable  income  and  pretax  financial  income and between the tax bases of
assets  and  liabilities and their reported amounts in the financial statements.
Deferred  tax assets and liabilities are included in the financial statements at
currently  enacted  income  tax  rates  applicable  to  the  period in which the
deferred  tax  assets  and liabilities are expected to be realized or settled as
prescribed  in FASB Statement No. 109, Accounting for Income Taxes.  A valuation
allowance is established to reduce deferred tax assets if it is more likely than
not  that a deferred tax asset will not be realized, as explained in Note 5.  As
changes  in  tax  laws or rates are enacted, deferred tax assets and liabilities
are  adjusted  through  the  provision  for  income  taxes.


NOTE  2:     COSTS  AND  ESTIMATED  EARNINGS  ON  UNCOMPLETED
             CONTRACTS

Costs,  estimated earnings, and billings on uncompleted contracts are summarized
as  follows:
<TABLE>
<CAPTION>
                                                      March 31,     December 31,
                                                        2002            2001
                                                     ---------      -----------
<S>                                                  <C>            <C>
     Costs incurred on uncompleted contracts         $ 131,956      $    98,382
     Estimated earnings                                 24,657           34,256
                                                     ---------      -----------
                                                       156,613          132,638
     Billings to date                                  212,909          206,475
                                                     ---------       ----------
                                                     $ (56,296)      $  (73,837)
                                                     =========       ==========

     Included  in  the  accompanying  balance
     sheet  under  the  following captions:
     Billings  in  excess  of  costs  and
     estimated  earnings on uncompleted contracts    $  56,296       $   73,837
                                                     =========       ==========
</TABLE>

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


NOTE  3:     NOTES  PAYABLE

<TABLE>
<CAPTION>
                                                       March 31,    December 31,
                                                         2002           2001
                                                      ---------     -----------
<S>                                                   <C>            <C>
     Unsecured notes payable, due on demand,
       at 8% to 10%                                   $  222,322    $  222,322
     Notes payable to banks, collateralized by
       equipment, due in monthly installments plus
       interest through September 2002, at 5.75%          20,023        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%                                        1,032,189     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 July  2002,
       at 5.75%                                          250,830       250,830
     Note  payable, collateralized  by  Company
       stock, real  estate  and vehicles, due
       July 2006, at 8.75%                               135,606       143,088
     Note  payable,  non-interest bearing,
       convertible to Company stock at the
       option of the lender                              268,447
     Unsecured  notes  payable  to  company
       officers,  due  March 2001, at 8%                 119,232       119,232
     Note  payable,  collateralized  by  8300
       shares of  Emerson Electric stock  owned
       by  a  Company  shareholder, due September
       2002, at 5.75%                                     395,100      395,100
     Notes  payable, building and land, due
       in monthly installments plus
       interest  through  October  2013, at  9%           351,647      359,929
                                                       ----------   -----------
                                                        2,818,439    2,574,699
     Accrued interest                                      91,338       91,668
                                                       ----------   -----------

                                                       $2,909,777   $2,666,367
                                                       ==========   ==========
</TABLE>


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


NOTE  3:     NOTES  PAYABLE  (Continued)

Aggregate annual maturities of debt at March 31, 2002, listed by fiscal year-end
are  as  follows:
<TABLE>
<CAPTION>
<S>                                         <C>
                 2002                       $  1,056,847
                 2003                            161,933
                 2004                            294,672
                 2005                            316,998
                 2006                            327,356
                 Thereafter                      660,633
                                            ------------

                                            $  2,818,439
                                            ============
</TABLE>

NOTE  4:     PROPERTY  AND  EQUIPMENT

     Property and equipment consist of buildings, vehicles, equipment, furniture
and  leasehold  improvements.  The  vehicles  and equipment are depreciated over
five  years,  furniture  is depreciated over seven years, leasehold improvements
are  depreciated  over  ten  years  and buildings are depreciated over 25 years.
Accumulated  depreciation  is  summarized  as  follows:

<TABLE>
<CAPTION>
                                                       March 31,    December 31,
                                                         2002           2001
                                                      ---------     -----------
<S>                                                   <C>            <C>
     Buildings                                        $  64,250      $   60,400
     Vehicles                                           168,449         160,772
     Equipment                                          153,576         147,326
     Furniture                                           21,107          20,353
     Leasehold improvements                              26,113          24,749
                                                      ---------      ----------
                                                      $ 433,495      $  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.


                                        9
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  5:     INCOME  TAXES  AND  DEFERRED  INCOME  TAXES  (Continued)

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

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

<TABLE>
<CAPTION>
                                                       March 31,    December 31,
                                                         2002           2001
                                                      ---------     -----------
<S>                                                   <C>            <C>
     Computed at the statutory rate of 34%            $ (193,012)    $ (673,961)
     Increase  in  tax  resulting  from:
         Net operating loss carryforward                 193,012        673,961
                                                      ----------     ----------

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

NOTE  6:   SIGNIFICANT  ESTIMATES  AND  CONCENTRATIONS

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

     Estimates of revenue on uncompleted construction contracts are explained in
Note  1,  under  Revenue  Recognition  and  are  described  in detail in Note 2.


NOTE  7:     BACKLOG

             The  following  schedule summarizes changes in backlog on contracts
during  the  periods  ended  March  31,  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.




                                       10
<PAGE>
                                 TECHLITE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  7:     BACKLOG  (Continued)

<TABLE>
<CAPTION>
                                                       March 31,    December 31,
                                                         2002           2001
                                                      ---------     -----------
<S>                                                   <C>           <C>
     Backlog, beginning of period                     $ 207,893     $    27,454
     New contracts during the period                    157,796         980,333
     Contract adjustments                                     0           6,034
                                                      ---------     -----------
                                                        365,689       1,013,821
     Less contract revenues earned during the period    194,062         805,928
                                                      ---------     -----------
     Backlog, end of period                           $ 171,627     $   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.


NOTE  9:     OTHER  ASSETS  AND  OTHER  LIABILITIES

     Other  assets  of  $7,105  at  March  31,  2002, represents $5,000 owed the
company from individuals who were issued stock as of March 31, 2002, but had not
yet  paid  for  the  stock,  $1,400 of utility deposits, and $705 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 $189,210 and $739,210, at March 31,
2002  and  December  31,  2001,  respectively,  represents  money  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  March  31, 2002, the Company has collected $189,210 for the sale of
186,710  shares  of Company stock.  As of March 31, 2002, the stock has not been
issued.  The  transaction  is  reflected in the financial statements through the

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


NOTE  10:     UNISSUED  SHARES  OF  COMPANY  STOCK  (Continued)

receipt  of  cash and recording of other liabilities of $189,210.  The number of
share of Company stock issued and outstanding at March 31, 2002 and the net loss
per  share  do  not  reflect  these additional shares as they were not issued at
March  31,  2002.


NOTE  11:     STOCK  COMPENSATION

     General  and  administrative  expenses  of $627,850 and $2,215,755 includes
$292,000  and  $847,406 of expenses associated with exchanging Company stock for
marketing  and  administrative services for the periods ended March 31, 2002 and
December  31,  2001,  respectively.  Shares  exchanged  during the periods ended
March  31,  2002  and  December 31, 2001 were 973,333 and 817,625, respectively.
The value of the stock exchanged had an average estimated value of approximately
$.30  and $1.04 per share, for the periods ended March 31, 2002 and December 31,
2001, respectively.  General and administrative expense of $292,000 and $847,406
was  recorded  during  the  periods  ended March 31, 2002 and December 31, 2001,
respectively.


NOTE  12:     NOTE  PAYABLE  CONVERTIBLE  TO  COMPANY  STOCK

     The  Company  has  entered  into  an  agreement  to  provide  a  $300,000
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  March 31, 2002, the Company has drawn $268,447 on the line of credit and
none  of  this  amount  has  been  converted  to  Company  stock.


                                       12
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of  Operations

     The  following  discussion  and analysis should be read in conjunction with
the  financial statements and the accompanying notes thereto and is qualified in
its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.  See  "Item  1.  Financial  Statements."

     Results  of  Operations  -  First  Quarter of Fiscal 2002 Compared to First
     ---------------------------------------------------------------------------
Quarter  of  Fiscal  Year  2001
-------------------------------

     Our  revenues  of  $194,062  for the quarter ended March 31, 2002 (Q1 2002)
increased by  $165,357 or  676 percent from revenues of  $28,705 for the quarter
ended  March  31,  2001  (Q1  2001).  This  increase  was  due  to  the  company
meticulously  focusing  on sales and the relationships contributing to the sales
effort.

     General and administrative expenses for Q1 2002 were $627,850, or just over
three  times  revenues,  compared  with  general  and administrative expenses of
$482,564,  or  over  sixteen  times  revenues,  for  Q1 2001.  The major item of
general and administrative expenses for Q1 2002 was stock compensation valued at
$292,000.

     We  had  a  net  loss  of  $567,683  for  Q1  2002  compared to net loss of
$467,920  for  Q1  2001.  At  the  end  of  Q1  2002 our backlog of business was
$171,627.

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

     Our  net  loss  of  $567,683  from operations the first quarter represented
severe  negative  cash flow.  We covered this through an increase of  $27,052 in
other  accrued liabilities, new borrowings of  $268,447, and compensation in the
amount  of  $292,000  given  in  shares  of  common  stock  rather  than  cash.

     Outlook
     -------

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

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

                                       13
<PAGE>
Item  6.  Exhibits  and  Reports  on  Form  8-K

(a)    Exhibits

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

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

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

        3.1        -     Articles  of  Incorporation  of  TechLite,  Inc.*

        3.2        -     Bylaws  of  TechLite,  Inc.*

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


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


(b)    Reports  on  Form  8-K

       None




                                       14
<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:  May  20,  2002                    TECHLITE,  INC.


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




























                                       15