SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A-2

         [X] Annual  Report  Pursuant  to Section 13 or 15(d) of the  Securities
             Exchange Act of 1934

         For the fiscal year ended:  June 30, 1996

                                OR

         [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange  Act of 1934

                         Commission File Number 33-19598-D

                             SUNLIGHT SYSTEMS, LTD.
             (Exact name of registrant as specified in its charter)

                          Nevada                    84-0992908
                          ------                    ----------
              (State or other jurisdiction       (I.R.S. Employer
            of incorporation or organization)    Identification No.)

                                5222 South Holly
                        Greenwood Village, Colorado 80111
              -----------------------------------------------------  
              (Address of principal executive offices and zip code)

                                 (303) 779-1900
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $0.001 PAR VALUE
                                (Title of Class)

<PAGE>

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 12 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. [X] YES     [ ] NO

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X] YES      [ ] NO

As of August 31, 1996, there were Nine Million,  Sixty-Four  (9,000,064)  common
shares outstanding, Two million, Five Hundred and Ninety-One Thousand, Forty-Two
(2,591,042)of  which were held by  non-affiliates.  No market existed as of that
date for the common stock of the  Registrant.  Therefore,  the aggregate  market
value of the  non-affiliated  common shares,  as of that date, was approximately
$0.00.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Financial  Statements  for the  Company's  fiscal year ended June 30, 1995,
included in the  Company's  Annual  Report on Form 10K,  dated October 11. 1995,
which were filed as Exhibit 13.1 to the  Company's  Annual  Report on Form 10-K
filed with the Securities and Exchange Commission on September 26, 1997.

<PAGE>

     The Registrant  submits its Form 10-K amendment number 2 to amend Item 8 of
its Annual  Report on Form 10-K for the fiscal year ended June 30, 1996 as filed
with the Securities and Exchange Commission on September 26, 1996 as follows:

                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                              Financial Statements
                       Three years ended June 30, 1996 and
                        two months ended August 31, 1996

                                Table of Contents


                                                                    Page
Independent Auditors Report

Financial Statements

          Balance Sheets                                             F-2 to F-3
          Statements of Operation                                    F-4
          Statements of Changes in Stockholder's Equity              F-5
          Statement of Cash Flows                                    F-6 to F-7

Notes to Financial Statements                                        F-8 to F-12


                                     F-1.01

<PAGE>
                           Larry O'Donnell, CPA, P.C.
2851 South Parker Road                                        Telephone 745-4545
Suite 1040
Aurora, Colorado 80014



Board of Directors
Sunlight Systems, Ltd.
Denver, Colorado

                          Independent Auditor's Report

I have audited the accompanying  balance sheet of Sunlight  Systems,  Ltd. as of
August  31,  1996  and  the  related   statements  of  operations,   changes  in
stockholders'  equity  and cash  flows  for the two  months  then  ended and the
accompanying  balance sheets of  Mendell-Denver  Corporation as of June 30, 1996
and 1995 and the related  statements  of  operations,  changes in  stockholders'
equity and cash flows for the years then ended.  These financial  statements are
the responsibility of the Company's.  My responsibility is to express an opinion
on these financial  statements  based on my audit.  The financial  statements of
Mendell-Denver  Corporation as of June 30, 1994,  were audited by other auditors
whose  report date August 23, 1994  expressed  an  unqualified  opinion on those
statements.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing their  accounting  principles  used and significant  estimates made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion,  the 1996 and 1995 financial statements referred to above present
fairly, in all material  respects,  the financial  position of Sunlight Systems,
Ltd. as of August 31, 1996 and the results of its  operations and its cash flows
for the two  months  then ended and the  financial  position  of  Mendell-Denver
Corporation  as of June 30, 1996, and 1995 and the results of its operations and
its cash flows for the year then ended in  conformity  with  generally  accepted
accounting principles.


/s/ Larry O'Donnell, CPA, PC

September 14, 1996
<PAGE>
<TABLE>
<CAPTION>
                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                                 Balance Sheets

                                     Assets
                                                                                   August 31,           June 30,            June 30,
                                                                                      1996                1996                1995

<S>                                                                                 <C>                 <C>                 <C> 
Current assets
         Cash ..........................................................            $ 56,997            $    407            $  2,084
         Accounts receivable ...........................................                 636                                   3,032
         Stock subscriptions note receivable ...........................              87,233
         Inventory .....................................................              92,361
         Prepaid expenses ..............................................                 638
         Income tax refund receivable ..................................                                                       1,113
                                                                                    --------            --------            --------
       Total current assets ............................................             237,865                 407               6,229
                                                                                    --------            --------            --------
 Property and equipment, net of
         accumulated depreciation of $2,163 ............................              67,320
                                                                                    --------

Other assets
         Investment in oil and gas properties ..........................             171,970
         Available for sale securities of
             Energy Corporation common stock,
                 Restricted ............................................                --
                 Unrestricted, including allowance
                     for increase in market value
                     of $263,891 .......................................             263,891
         Start-up costs, net of accumulated
              amortization of $1,021 ...................................              29,606
         Dealer and distributor costs, net of
              accumulated amortization of $1,667 .......................              28,333
         Deposits ......................................................               4,590
                                                                                    --------
                                                                                     498,390
                                                                                    --------            --------           ---------
                                                                                    $803,575            $    407            $  6,229
                                                                                    ========            ========            ========
</TABLE>

                        See Notes to Financial Statements

                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                           Balance Sheets (Continued)

                      Liabilities and Stockholders' Equity
                                                                                    August 31,           June 30,           June 30,
                                                                                      1996                1996                1995

<S>                                                                                 <C>                 <C>                <C> 
Current liabilities
         Accounts payable...............................................            $ 20,761                               $  2,345
         Loan payable...................................................              35,129
         Payroll and sales taxes........................................               4,725
                                                                                    --------                               --------
       Total current liabilities.........................................             60,615                                  2,345
                                                                                    --------                               --------
Commitments

Stockholders' equity
Sunlight Systems, Ltd.
         Preferred stock, $.0001 par value
             5,000,000 shares authorized, none issued
         Common stock, $.0001 par value
             45,000,000 shares authorized, 9,000,064
             issued and outstanding.....................................                 900
         Additional paid in capital.....................................             561,479
         Unrealized gain on securities
             available for sale.........................................             263,891
         Accumulated deficit............................................             (83,310)


Stockholders' equity
Mendell-Denver Corporation
         Preferred stock, $0.01 par value
             1,000,000 shares authorized, none issued
         Common stock, $0.001 par value
             25,000,000 shares authorized,
             shares issued and outstanding,
             1996,-10,491,558, 1995,-5,491,559..........................                                $ 10,492              5,492
         Accumulated deficit............................................                                 (10,085)            (1,608)
                                                                                    --------            --------            -------
                                                                                     742,960                 407              3,884
                                                                                    -------             --------            -------
                                                                                    $803,575            $    407            $ 6,229
                                                                                    ========            ========            ========
</TABLE>

                        See Notes to Financial Statements

                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                            Statements of Operations



                                                         Two months
                                                           Ended                           Years  Ended June 30,
                                                       August 31, 1996        1996                1995              1994

<S>                                                     <C>               <C>                 <C>                <C>
Sales..............................................     $    2,278
Cost of sales......................................          1,202
                                                        ----------
Gross profit.......................................          1,076

Revenues...........................................                       $   8,993           $   6,872          $   2,759

General and administrative expenses................         84,386           12,570              16,332             43,194
 Interest expense..................................                                               3,969
                                                        ----------        ---------           ---------           --------
Loss from operations...............................        (83,310)          (3,577)            (13,429)           (40,435)

Provision from income taxes........................                                              (1,113)            (7,115)
                                                       -----------        ---------           ---------           --------
Net  loss..........................................    $   (83,310)       $  (3,577)          $ (12,316)          $(33,320)
                                                       ===========        =========           =========           ========
Net loss per common share..........................        ($.0093)         ($.0007)            ($.0022)           ($.0061)
                                                           =======          =======             =======            =======

Weighted average number of common
     shares outstanding............................      9,000,064        5,491,558           5,491,558          5,491,558
                                                         =========        =========           =========          =========

</TABLE>








                        See Notes to Financial Statements

                                       F-4

<PAGE>
<TABLE>
<CAPTION>
                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                            Statements of Cash Flows

                                                                 Two Months
                                                                   Ended               Year ended June 30,
                                                             August 31, 1996    1996         1995         1994
<S>                                                            <C>          <C>          <C>           <C>
Cash flows from operating activities
Net loss ...................................................   $ (83,310)   $  (3,577)   $ (12,316)    $ (33,320)
Adjustments to reconcile net loss
     to net cash from operating activities
         Depreciation and amortization ....................       4,851
Change in assets and liabilities:
     (Increase) decrease in:
         Accounts and escrow receivable ....................        (636)       3,032       (3,032)
         Inventory..........................................     (92,361)
         Prepaid expenses ..................................        (638)
         Deposits ..........................................      (4,590)
         Income tax refunds receivable .....................                    1,113       (1,113)
      Increase (decrease) in:
          Accounts payable .................................      20,763       (2,345)      (9,905)      (21,716)
          Payroll and sales taxes ..........................       4,725
                                                               ---------    ---------    ---------     ---------
Net cash used by operating activities ......................    (151,196)      (1,777)     (26,366)      (55,036)
                                                               ---------    ---------    ---------     ---------
Cash flows from investing activities
     Purchase of property and equipment ....................     (69,483)
     Purchase of distribution, dealerships .................     (30,000)
     Increase in start-up costs ............................     (30,627)
                                                               ---------
Net cash used by investing activities ......................    (130,110)
                                                               ---------
Cash flows from financing activities
     Proceeds from sale of common stock ....................     302,767          100
     Increase in loan  payable .............................      35,129
                                                               ---------    ---------
Net cash flows from financing activities ...................     337,896          100
                                                               ---------    ---------
Net increase (decrease) in cash flows ......................      56,590       (1,677)     (26,366)      (55,036)
Cash, beginning ............................................         407        2,084       28,450        83,486
                                                               ---------    ---------    ---------     ---------
Cash ending                                                    $  56,997    $     407    $   2,084     $  28,450
                                                               =========    =========    =========     =========
</TABLE>

                                       F-5

<PAGE>
<TABLE>
<CAPTION>

                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                      Statements of Cash Flows (continued)

                                                              Two Months
                                                                 Ended                      Year Ended Ended June 30
                                                             August 31, 1996            1996         1995          1994
<S>                                                                                  <C>            <C>           <C> 
Supplemental disclosure of cash flow information:
      Cash paid (received) during the period for:

            Income taxes...................................                          $ (1,113)      $ 8,086       $ 4,116
                                                                                      =======       =======       =======
            Interest.......................................                                         $ 3,969
                                                                                                    =======
Noncash investing and financing activities:
       Assets acquired by issuance of common stock:
           Stock subscription note receivable..............    $  87,233
           Investment in oil and gas property..............    $ 171,970
           Marketable equity securities of    
               Energy Corporation..........................           --


</TABLE>









                        See Notes to Financial Statements

                                       F-6

<PAGE>
                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                          Notes to Financial Statements


1.        Organization, Business and Merger of Mendell-Denver Corporation with
          Sunlight Systems, Ltd.

          Mendell-Denver  Corporation  (Mendell) was formed on July 22, 1985 for
          the  purpose  of  acquiring,  exploring  and  developing  oil  and gas
          properties.  On May 1, 1992,  Mendell sold all of its interests in oil
          and gas properties and has since had no business operations.  Sunlight
          Systems,  Ltd.  (Sunlight)  was formed on June 22,  1996.  On July 17,
          1996,  it became a  wholly-owned  subsidiary  of Mendell.  Mendell was
          merged  with and into  Sunlight  with  Sunlight  being  the  surviving
          corporation.  Shareholders  of Mendell  received  one common  share of
          Sunlight for five shares of Mendell.

          Sunlight  is a dealer in  Colorado  and  Nevada and a  distributor  in
          Illinois,  Ohio,  Michigan  and Indiana of skylights  manufactured  or
          imported by Sun Tunnel Systems, Inc.

2.        Significant Accounting Policies

          Inventories  -  Inventories  are valued at the lower of cost or market
          using the  first-in,  first-out  (FIFO) method for  determining  cost.
          Inventories consist of skylights and components.

          Property and  Equipment - Property and  equipment are carried at cost.
          Major additions and betterments are capitalized while replacements and
          maintenance  and repairs that do not improve or extend the life of the
          respective assets are expensed.  When property is retired or otherwise
          disposed  of,  the  related  costs and  accumulated  depreciation  and
          amortization  are removed  from the  accounts  and any gain or loss is
          reflected in operations.

          Depreciation and amortization of property and equipment are calculated
          on the  straight-line  method over the estimated useful lives of three
          to seven years.

          Intangible Assets - Intangible assets subject to amortization  include
          start-up costs and dealer and  distributor  costs.  Start-up costs are
          being amortized on a straight- line basis over five years.  Dealer and
          distributor  costs are being amortized over the life of the dealer and
          distributor agreements of three years.


                                       F-7

<PAGE>
                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                    Notes to Financial Statements (continued)


2.        Significant Accounting Policies (continued)

          Investment  in  Marketable  Securities  - The Company  classifies  its
          marketable  equity  securities  as  "available  for sale".  Securities
          classified  as  "available  for sale"  are  carried  in the  financial
          statements  at fair  value  unless  they are  restricted  from  trade.
          Restricted  securities are carried at cost. Realized gains and losses,
          determined  using the  first-in,  first-out  method,  are  included in
          earnings;  unrealized  holding  gains and  losses  are  reported  as a
          separate component of stockholders' equity.

          Oil and Gas Properties - The Company  followed the successful  efforts
          method  of  accounting  for its oil and  gas  activities.  Under  this
          method, costs associated with the acquisition, drilling, and equipping
          of successful  exploratory wells are capitalized and amortized ratably
          over the life of production from related proved  reserves.  Geological
          and  geophysical   costs,   delay  rentals,   and  drilling  costs  of
          unsuccessful  exploratory  wells are  charged to expense as  incurred.
          Costs of drilling, both successful and unsuccessful development wells,
          are also capitalized and amortized ratably over the life of production
          from related  proved  reserves.  Undeveloped  properties  are assessed
          periodically  to determine  whether the properties have been impaired,
          and when impairment occurs, a loss is recognized.

          Property  acquisition  costs for unproved oil and gas  properties  are
          initially  capitalized.  The acquisition costs for unproved properties
          are assessed at least  annually,  and if  necessary,  an impairment in
          value recognized. Proceeds from sales of partial interests in unproved
          leases are accounted for as a recovery of cost without recognizing any
          gain or loss.  Costs of properties  abandoned are expensed on the date
          of abandonment.

          Loss Per Common Share - Loss per common share is computed on the basis
          of the weighted average number of common shares outstanding during the
          respective periods.

          Cash  Equivalents - For purposes of reporting  cash flow,  the Company
          considers cash and  certificates of deposit with original  maturity of
          three months or less to be cash equivalents.




                                       F-8

<PAGE>
                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                    Notes to Financial Statements (continued)

2.        Significant Accounting Policies (continued)

          Income  Taxes - Income  taxes  are  provided  for the tax  effects  of
          transactions reported in the financial statements and consist of taxes
          currently due plus deferred  taxes related when there are  differences
          between the bases of certain assets and  liabilities for financial and
          tax  reporting.  The deferred  taxes  represent  the future tax return
          consequences  of those  differences,  which will  either be taxable or
          deductible when the assets and liabilities are recovered or settled.

          Use  of  Estimates  -  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make  estimates  and  assumptions  that affect  reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date  of the  financial  statements  and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.

3.        Property and equipment
                                                           August 31,
                                                              1996

          Vehicles                                          $51,346
          Office furniture and equipment                      9,434
          Leasehold improvements                              8,703
                                                            -------
                                                             69,483
          Less accumulated depreciation                       2,163
                                                            -------
                                                            $67,320
                                                            =======
4.        Investment in Energy Corporation

          The Company owns One Hundred and Sixty-Six  Thousand,  Six Hundred and
          Sixty Seven (166,667) restricted shares of Energy Corporation.  Energy
          Corporation  is a public  company  whose  stock,  as a result  of it's
          decision to implement a voluntary Plan of Liquidating Dissolution,  is
          not currently  trading.  As a result of the sale of all it's assets to
          Intercell   Corporation   (NASDAQ;INCE)   on  July  7,  1996,   Energy
          Corporation  received Five Million,  Four Hundred and Twelve Thousand,
          Three  Hundred  and  Fifty  Five  (5,412,355)   restricted  shares  of
          Intercell  Corporation in exchange for such assets. Energy Corporation
          and Intercell Corporation have agreed to register

                                       F-9

<PAGE>

                             Sunlight Systems, Ltd.
                      (formerly Mendell-Denver Corporation)
                          Notes to Financial Statements


4.       Investment in Energy Corporation (continued)

         and  distribute  to the  shareholders  of Energy  Corporation  the Five
         Million, Four Hundred and Twelve Thousand, Three Hundred and Fifty-Five
         (5,412,355) shares held by Energy Corporation. All beneficial owners of
         common  stock  of  Energy  Corporation,  as of  July  8,  1996  will be
         entitled, over a three (3) year period, in six (6) equal, installments,
         payable in January and April
            of each year commencing 1997 through 1999, to receive for each share
         of Energy  Corporation  such holder owns, one (1)  registered  share of
         Intercell Corporation. Intercell Corporation is currently preparing the
         Registration  Statement  for filing with the  Securities  and  Exchange
         Commission.

         The shares of Energy Corporation were acquired in a noncash transaction
         in exchange for shares of the Company. The shares have been recorded at
         no cost because the Company is unable to  determine  the cost of Energy
         Corporation shares of its predecessor owners.

         Unrealized gains and losses of marketable securities available for sale
         as of August 31, 1996 are as follows:

                                                            Gross
                                                          Unrealized    Fair
                                        Shares     Cost     Gains      Value

         Shares with restrictions
           lasting more than one year   111,111   $  --    $527,777   $527,777

         Shares with restrictions
           lasting less than one year    55,556   $  --    $263,891   $263,891

         The unrealized gain on shares with  restrictions  lasting for more than
         one year is not being recognized in the financial statements.




                                      F-10

<PAGE>
                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                    Notes to Financial Statements (continued)

5.       Operating Lease Commitments

         The Company  leases its office,  warehouse  and assembly  facilities in
         Colorado,  Nevada and Indiana  under  noncancellable  operating  leases
         through  February,  2000. The leases generally  require the Company pay
         for insurance, common area maintenance and utilities. Two of the leases
         include annual  adjustments to reflect  increases in the consumer price
         index. Rent expense for the period ended August 31, 1996 was $4,800.

         Future minimum lease payments for each of the years ended June 30 are
         as follows: 1997  $29,000; 1998  $29,000; 1999  $28,000; 2000  $11,000.

6.       Income Taxes

         Deferred  income  taxes arise from the  temporary  differences  between
         financial  statement and income tax recognition of net operating losses
         and unrealized gain and losses of marketable securities.

         The   components  of  deferred   taxes  at  August  31,  1996  in  the
         accompanying balance sheet is summarized below:

            Deferred tax assets (liabilities) arising from:
               Net operating loss carryover                       $20,000
               Unrealized gains on securities                      (4,000)
               Less valuation allowance                           (16,000)
                                                                  -------
                Deferred taxes - net                              $    -
                                                                  =======

         At August 31, 1996,  the Company  has  approximately  $80,000 of unused
         Federal net  operating  loss  carryforwards,  which  expire in the year
         2012.









                                      F-11

<PAGE>

7.        Stockholders' Equity

          Sunlight Systems, Ltd. issued stock as follows.

                                                            Shares       Value

          Exchange for 10,491,558 shares
          of Mendell-Denver Corporation
          at five shares for one                          2,098,312    $    407

          Cash                                            2,083,960     300,000

          Oil and gas property (valued at the cost of
          the predecessor owner)                          2,083,896     171,970

          166,667 shares of Energy
          Corporation plus $90,000 cash                   2,733,896      90,002
                                                          ---------   ---------
                                                          9,000,064    $562,379
                                                          =========    ========

         The  Company  has a stock  subscription  note  receivable  which  bears
         interest  at  8%  and   collateralized   by  common   stock   Intercell
         Corporation.  The note is due July 18, 1997 but the shareholder intends
         to liquidate the Intercell Corporation common stock and pay the note by
         September 30, 1996.

8.       Dealer agreement with Sun Tunnel Systems, Inc.

         The Company currently buys all of its products from Sun Tunnel Systems,
         Inc.under a dealer agreement.

         The Company is required by its dealer agreement to meet quotas.  If the
         quotas are not met, this could  invalidate  the dealer  agreement.  The
         total cost of meeting the quotas  could be  $800,000.  The quotas are s
         follows:

           Year ended           Colorado             Nevada
            June 30                      (in units)
              1997                 500                 150

              1999               1,000                 300
              1999               2,000                 500


                                      F-12

<PAGE>


                             Sunlight Systems, Ltd.
                      (Formerly Mendell-Denver Corporation)
                    Notes to Financial Statements (continued)

8.        Dealer agreement with Sun Tunnel Systems, Inc. (Continued)

          Management  believes that should it not meet the above quotas,  it may
          be able to retain its dealers status through negotiations.  Management
          also believes that should its  relationship  with Sun Tunnel  Systems,
          Inc.  cease,  it would be able to  pursue  other  business  activities
          though the disruption would adversely affect operating results.

9.        Related Party Transactions

          TheCompany pays a management fee to Zenith Petroleum Corporation whose
          president  and  a  stockholder  is  the  President  and  a  beneficial
          stockholder of the Company.  Management  fees of $14,000 were paid for
          the period ended August 31, 1996.

          The president of Energy  Corporation is a minority  stockholder of the
          Company.

          During the year ended June 30, 1995, the company paid officers  $9,800
          for accounting and consulting fees.

 10.      Investment in Oil and Gas Properties

          The Company has an investment  in  overriding  royalty on leases which
          are held by a large  independent oil and gas operator.  The leases are
          fully paid for the next three  years.  The  leases are  presently  not
          producing.














                                      -13-

<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned.

                                        SUNLIGHT SYSTEMS, LTD.


                                             /s/ Patricia E. Johnston
                                        By: ------------------------------------
                                             Patricia E. Johnston,
                                             Chief Executive Officer, President,
                                             Chief Financial Officer, Treasurer
                                             and Director