U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
TechLite, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 333-68071 73-1522114
- -------------- ------------------------ -------------
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
6106 East 32nd Place, Suite 101
Tulsa, OK 74135
918-664-1441
-------------------------------------------------------
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ___ No X (The registrant became
subject to filing requirements on September 13, 1999.)
As of July 31, 1999, there were 244,444 shares of the Registrant's
Common Stock, par value $0.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes ___
No X
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TECHLITE, INC.
--------------
(A Development Stage Company)
BALANCE SHEET
-------------
JULY 31, 1999
-------------
<TABLE>
ASSETS
<S> <C>
Cash - on deposit in trust account $ 245
=====
STOCKHOLDER'S EQUITY
Preferred stock - Authorized 10,000,000 shares,
$0.001 par value - none issued
Common stock - 40,000,000 shares authorized,
$0.001 par value, 244,444 shares issued 245
-----
$ 245
=====
</TABLE>
The accompanying notes are an integral part
of this balance sheet.
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<PAGE>
TECHLITE, INC.
--------------
(A Development Stage Company)
STATEMENT OF INCOME
-------------------
<TABLE>
<CAPTION>
3 Months Ended 6 Months Ended
July 31 July 31
--------------- --------------
1999 1998 1999 1998
---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues 0 0 0 0
Expenses 0 0 0 0
---- ---- ---- ----
Income from operations 0 0 0 0
Provision for income taxes 0 0 0 0
---- ---- ---- ----
Net income 0 0 0 0
==== ==== ==== ====
Net income per common share 0 0 0 0
==== ==== ==== ====
</TABLE>
The accompanying notes are an integral part
of this balance sheet.
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<PAGE>
TECHLITE, INC.
--------------
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
6 Months Ended 6 Months Ended
July 31, 1999 July 31, 1998
-------------- --------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 0 $ 0
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES 0 0
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES 0 0
----- -----
NET INCREASE IN CASH AND
CASH EQUIVALENTS 0 0
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD $ 245 $ 245
----- -----
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 245 $ 245
===== =====
</TABLE>
The accompanying notes are an integral part
of this balance sheet.
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<PAGE>
TECHLITE, INC.
--------------
(A Development Stage Company)
NOTES TO BALANCE SHEET
----------------------
JULY 31, 1999
-------------
(1) ORGANIZATION
TechLite, Inc. (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. (TechLite Applied
Sciences), an Oklahoma corporation. The Company has no business operations or
significant capital and has no intention of engaging in any active business
until it merges with TechLite Applied Sciences. Should the merger not occur, the
Company would seek other business opportunities, and if none were found, could
be dissolved within 18 months by a vote of the majority of its common
stockholders. The Company is a development-stage company organized for the
merger described below.
The sole officer and director of the Company is a stockholder, vice
president and director of SuperCorp Inc., the Company's parent.
Stock of the Company is owned 80 percent by SuperCorp Inc. and 20
percent by two insiders. The 80 percent of the stock owned by SuperCorp Inc.
will be distributed to its stockholders upon the effectiveness of the
registration statements to be filed with the Securities and Exchange Commission
and a favorable vote of SuperCorp Inc.'s stockholders on the proposed merger.
The distributed stock will initially be held in escrow according to an Escrow
Agreement dated April 17, 1998, among SuperCorp Inc., the Company, and Bank One
Trust Company, NA, Oklahoma City.
(2) MERGER AGREEMENT
The Company agreed on October 16, 1998, to merge with TechLite Applied
Sciences. TechLite 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 (Survivor), but TechLite Applied
Sciences will elect all directors and officers of the Survivor. All currently
outstanding stock of TechLite Applied Sciences in the hands of its stockholders
will be cancelled and converted into 2,209,903 shares of Common Stock of the
Company when the merger is effective. The merger of TechLite Applied Sciences
and the Company should qualify as a nontaxable reorganization under the tax laws
of the United States.
The merger is contingent upon the effectiveness of the registration
statements, and upon the stockholders of the Company and TechLite Applied
Sciences approving the proposed merger. Because the Company is only a corporate
shell and not an operating entity, the proposed merger will be accounted for as
if TechLite Applied Sciences recapitalized. Additionally, the historical
financial statements for the Company prior to the merger will be those of
TechLite Applied Sciences. Upon completion of the proposed merger, TechLite
Applied Sciences will own 2,209,903 shares of
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<PAGE>
Common Stock of the Company or 90% of its voting shares. The fiscal year of the
Company will be December 31.
(3) COMMON STOCK OPTIONS
The sole director and stockholders approved the 1998 Stock Option Plan
of the Company whereby, at the discretion of the directors or of a Stock Option
Committee appointed by the board of directors, invited employees of the Company
or directors of the Company or consultants to the Company will have the option
of subscribing to common shares of the Company based on a price determined by
the directors or Stock Option Committee. The number of shares subject to the
Plan are 500,000. No options have been granted in accordance with this Plan.
(4) SUBSEQUENT EVENTS
On October 21, 1999 the proposed merger between the Company and TechLite
Applied Sciences, Inc. became effective. See Note (2) above. The 244,444 shares
of Common Stock of the Company held in escrow at Bank One Trust Company, N.A.
were distributed to the SuperCorp shareholders (see Note (1) above), and the
2,209,903 shares of Common Stock of the Company registered for the merger were
distributed to the shareholders of TechLite Applied Sciences, Inc. Incorporated
by reference herein are (1) the pre- merger financial statements of TechLite
Applied Sciences, Inc. (pages F-5 through F-15 of the Company's Amendment No. 4
to Form SB-2 Registration Statement, Commission File No. 333-68071) and (2) the
Pro Forma Statements of Financial Condition and Income, which give effect to the
merger (pages 15 through 16 of the same document).
Item 2. Management's Plan of Operation
On October 21, 1999 the Company merged with TechLite Applied Sciences,
Inc. Incorporated by reference herein are Management's Discussion and Analysis
of Financial Condition and Results of Operations and Description of TechLite
Applied Sciences' Business which appear, respectively, on pages 23 to 26 and on
pages 26 to 34 of the Company's Amendment No. 4 to Form SB-2 Registration
Statement, Commission File No. 333-68071.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Item
------- ----
2.1 - 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.*
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10 - Escrow Agreement among TechLite, Inc.; SuperCorp Inc.;
and Bank One Trust Company, NA, Oklahoma City, Oklahoma.*
10.1 - 1998 Stock Option Plan adopted by TechLite, Inc.*
10.2 - Representative agreement among certain shareholders of
SuperCorp relating to compliance with SEC Rule 419.*
23 - Consent of Thomas J. Kenan, Esq. to the reference to him
as an attorney who has passed upon certain information
contained in the Registration Statement.*
23.13 - Consent of Causon & Westhoff, independent auditors of
TechLite Applied Sciences, Inc.**
23.14 - Consent of Hogan & Slovacek, independent auditors of
TechLite, Inc.**
27 - Financial Data Schedule.*
* Previously filed with Form SB-2; incorporated herein.
** Previously filed with Amendment No. 4 to Form SB-2; incorporated
herein.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report
is filed.
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 23, 2000 TechLite, Inc.
By:/s/J.D. Arvidson
-------------------------------
J.D. Arvidson, Chief Executive
Officer
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