FORM 10-QSB/A-1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE QUARTER ENDED DECEMBER 31, 1996
                        COMMISSION FILE NUMBER 33-19598-D

                             SUNLlGHT SYSTEMS, LTD.
             (Exact Name of Registrant as specified in its charter)


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

5222 South Holly
Greenwood Village, Colorado                                        80111
---------------------------------------                          ----------
(Address of principal executive office)                          (Zip code)

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

Indicate by check 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.


                            Yes  _X_           No ___

The  number  of  shares  of the  registrant's  $.0001  par  value  common  stock
outstanding as of December 31, 1996, was 11,500,064.

<PAGE>


                             SUNLIGHT SYSTEMS, LTD.

                                      INDEX
                                                                           PAGE

Part I.      Financial Information
             ---------------------

Item 1.      Balance Sheets
             December  31, 1996 and 1995                                   1-2

             Statements of Operations:
             Quarters and Six Months ended December 31, 1996 and 1995        3

             Statements of Changes in Cash Flows
             Six Months ended December 31, 1996 and 1995                     4

             Notes to Financial Statements                                 5-7

Item 2.      Management's Discussion and Analysis of
             Financial Condition and Results of Operation                    8

Part II      Other Information
             -----------------

Item 1.      Legal Proceedings                                               9

Item 2.      Changes in Securities                                           9

Item 3.      Defaults Upon Senior Securities                                 9

Item 4.      Submission of Matter to a Vote of Security  Holders             9

Item 5.      Other Information                                               9

Item 6.      Exhibits and Reports on Form  8-K                               9


<PAGE>

PART 1.     FINANCIAL INFORMATION
            ---------------------

Item 1      Financial Statements
<TABLE>
<CAPTION>
                             Sunlight Systems, Ltd.
                                 Balance Sheets
                           December 31, 1996 and 1995

                                     ASSETS
                                                                          1996              1995
<S>                                                                    <C>                 <C> 
Current assets
      Cash                                                             $  37,063           $1,142
      Current portion of notes receivable                                  9,147
                                                                       ---------           ------
      Total current assets                                                46,210            1,142
                                                                       ---------           ------



Other assets
      Investment in oil and gas properties                               171,970
      Available for sale securities:
          Energy Corporation common stock,
              Restricted                                                 --
              Unrestricted, including allowance for
                 increase in market value of $222,224                    222,224
           Intercell Corporation, common stock
                Unrestricted, including allowance for
                 increase in market value of 80,000                       80,000
       Notes receivable, discounted for imputed
                 interest at 10%, net of current portion                  64,112
      Deposits                                                             4,090
                                                                      ----------
                                                                         542,396
                                                                      ----------
                                                                      $  588,606           $1,142
                                                                      ==========           ======

</TABLE>


                        See Notes to Financial Statements

                                       -1-

<PAGE>
<TABLE>
<CAPTION>
                             Sunlight Systems, Ltd.
                           Balance Sheets (Continued)
                             March 31, 1997 and 1996


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                         1996              1995
<S>                                                                   <C>                  <C>
Current liabilities
       Accounts payable                                               $    6,017

                                                                      ----------
       Total current liabilities                                           6,017
                                                                      ----------
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, 11,500,064
          issued and outstanding                                           1,150
       Additional paid in capital                                        686,229
       Unrealized gain on securities available for sale                  302,224
       Accumulated deficit                                              (407,014)

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, 7,322,007
            shares issued and outstanding                                                  $7,322
       Accumulated deficit                                                                 (6,180)
                                                                      ----------           ------
                                                                         582,589            1,142
                                                                      ----------           ------

                                                                      $  588,606           $1,142
                                                                      ==========            =====
</TABLE>


                        See Notes to Financial Statements

                                       -2-

<PAGE>
<TABLE>
<CAPTION>
                             Sunlight Systems, Ltd.
                            Statements of Operations

                                                                     Quarters Ended                       Six Months Ended
                                                                      December 31,                          December 31,
                                                                 1996               1995                  1996            1995

<S>                                                        <C>                 <C>                 <C>                 <C>
Revenues ...........................................       $      1,206        $      1,136        $      1,206        $      3,993

General and administrative expenses ................             83,746               4,293              97,909               5,622
                                                           ------------        ------------        ------------        ------------

Loss from continuing operations ....................            (82,540)             (3,157)            (96,703)             (1,629)

                                                           ------------        ------------        ------------        ------------

Discontinued Operations
Loss from operations of
     discontinued segment ..........................            (40,654)                               (175,365)
Loss on sale of
      discontinued segment .........................           (134,947)                               (134,947)
                                                           ------------                            ------------
                                                               (175,601)                               (310,312)
                                                           ------------                            ------------

Net loss ...........................................       $   (258,141)       $     (3,157)       $   (407,015)       $     (1,629)
                                                           ============        ============        ============        ============

Net loss per common shares .........................       $     (.0254)       $     (.0004)       $     (.0425)       $     (.0002)
                                                           ============        ============        ============        ============
Weighted average number of common
      shares outstanding ...........................         10,147,000           7,322,077           9,576,000           7,322,077
                                                           ============        ============        ============        ============

</TABLE>


                        See Notes to Financial Statements

                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                             Sunlight Systems, Ltd.
                            Statements of Cash Flows
                   Six Months Ended December 31, 1996 and 1995
                                                                          1996              1995
<S>                                                                    <C>                <C>  
Cash flows from operating activities
Net loss                                                               $(407,015)         $(1,629)
Adjustments to reconcile net loss to net cash from
   operating activities
          Loss on sale of long term assets                                43,889
          Depreciation and amortization                                    9,704
          Amortized discount on notes receivable                          (1,206)
Change in assets and liabilities:
      (Increase) decrease in:
          Escrow receivable                                                                 3,032
          Deposits                                                        (4,090)
       Increase (decrease) in:
           Accounts payable                                                6,019           (2,345)
                                                                       ---------          -------
Net cash used by operating activities                                   (352,665)            (942)
                                                                       ---------          -------
Cash flows from investing activities
     Purchase of property and equipment                                  (71,172)
     Purchase of distribution and dealerships                            (42,546)
     Increase in start-up costs                                          (30,627)
     Proceeds from sale of assets                                         18,700
                                                                       ---------
Net cash used by investing activities                                   (125,645)
                                                                       ---------
Cash flows from financing activities
     Proceeds from sale of common stock                                  515,000
                                                                       ---------
Net cash flows from financing activities                                 515,000
                                                                       ---------          -------
Net increase in cash flows                                                36,656             (942)
Cash, beginning                                                              407            2,084
                                                                       ---------          -------
Cash, ending                                                           $  37,063          $ 1,142
                                                                       =========          =======
Noncash  investing  and  financing  activities:
  Assets  acquired by issuance of common stock:
         Investment in oil and gas property                             $171,970
         Marketable equity securities of Energy Corporation             $  --
         Marketable equity securities of Intercell Corporation          $  --
     Note receivable acquired for sale of assets                        $ 72,053

</TABLE>

                        See Note to Financial Statements
                                       -4-

<PAGE>
                             Sunlight Systems, Ltd.
                          Notes to Financial Statements
                                 March 31, 1997

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  was 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. As discussed in Note 4, on November
       1,  1997 the  Company  sold its  dealerships  and  distributorships.  The
       Company  is  actively  seeking  business   opportunities   for  potential
       acquisition or merger.

2.     Presentation  of Interim Information

       In the opinion of the management of Sunlight Systems, Ltd. (the Company),
       the  accompanying  unaudited  financial  statements  include  all  normal
       adjustments considered necessary to present fairly the financial position
       as of December 31, 1996,  and the results of operations  for the quarters
       and six months ended  December 31, 1996 and 1995,  and cash flows for the
       six months  ended  December  31,1996  and 1995.  Interim  results are not
       necessarily indicative of results for a full year.

       The  financial  statements  and notes are  presented as permitted by Form
       10-QSB, and do not contain certain information  included in the Company's
       audited financial statements and notes for the fiscal year ended June 30,
       1996.








                                       -5-
<PAGE>

                             Sunlight Systems, Ltd.
                    Notes to Financial Statements (continued)
                                December 31, 1996

3.   Investment in Energy Corporation and Intercell 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 Liquidation Dissolution, is not currently trading. As a
     result of 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 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 Intercell
     Corporation,  such  holder  own,  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 not
     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 December 31, 1996 are as follows:
<TABLE>
<CAPTION>
                                                                            Gross        Fair
                                                Shares     Cost           Unrealized     Value
                                                                            Gains
       <S>                                     <C>        <C>             <C>            <C>  
       Energy Corporation:  
       Shares with restrictions
            lasting more than one year         111,111    $   --          $444,444       $444,444
       Shares with restrictions
            lasting less than one year          55,556    $   --          $222,224       $222,222

       Intercell Corporation                    20,000    $   --          $  0,000       $ 80,000
</TABLE>

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


                                       -6-

<PAGE>
                             Sunlight Systems, Ltd.
                    Notes to Financial Statements (continued)
                                December 31, 1996

4.   Discontinued operations

     On November 1, 1997, the Company sold its dealerships and  distributorships
     in skylights manufactured or imported by Sun Tunnel Systems, Inc. including
     all of its assets. In separate transactions, the Company received 1)$18,700
     in cash 2) a note  receivable  for  $60,000  and 3) a note  receivable  for
     $30,000.  The notes receivable are  collaterialized  by the assets sold and
     require payments of $1,250 and $1,000,  respectively.  The notes receivable
     are discounted to recognize an interest rate of 10%. The Company recognized
     a loss on the sale of $134,947.

5.   Stockholder Equity
<TABLE>
<CAPTION>
     Sunlight Systems, Ltd. issued stock as follows
                                                                        Shares            Value
            <S>                                                        <C>          <C> 
            Exchange for 10,491,558 shares
            Mendell-Denver Corporation
            at five shares to 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

            Cash                                                         500,000          125,000

            20,000 shares of Intercell Corporation                     2,000,000               --
                                                                      ----------      -----------

                                                                      11,500,064      $   687,379
                                                                      ==========      ===========

</TABLE>



                                       -7-

<PAGE>

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATION
           ---------------------------------------------------------------

LIQUIDITY:
---------

     At December 31, 1996, the Company had positive  working capital of $40,193.
This  positive  position  is from the receipt of cash  proceeds  for the sale of
stock less operating  losses.  At December 31, 19956, the Company had a positive
working capital of $1,142.  This position was from income tax refunds receivable
and the receipt of an escrow receivable in excess of accounts payable.


CAPITAL RESOURCES
-----------------

     Total  assets of the Company as of December  31, 1996 were  $586,606  which
consisted  principally of $474,194 in investments acquired for common stock, and
$73,259 notes receivable.

     Total  assets of the  Company as of December  31,  1995 were  $1,142  which
consisted solely of cash.

     Stockholders'  equity  decreased during the quarter ended December 31, 1996
due to losses recognized while operating through November 1, 1997 and selling on
November 1, 1997 its Sun Tunnel Systems, Inc. dealerships and distributorships.

RESULTS OF OPERATION
--------------------

     The Company had sales of $24,776 and $37,894 for the quarter and six months
ended December 31, 1996,  respectively  during the period until November 1, 1996
when the company  discontinued  its  operations as a dealer and  distributor  of
skylights. For the quarter ended December 31, 1995 revenues were $1,136 from tax
refunds and related interest.. For the nine months ended March 31, 1996 revenues
were $3,993 from tax refunds and related interest.

     General and  administrative  expenses for the six months and quarter  ended
December 31, 1996 of $97,909 and $83,746,  respectively  were due to  initiating
the Company's  business  activities as a dealer and distributor of skylights and
seeking other acquisition or merger  opportunities.  General and  administrative
expenses  for the  quarter  and six  months  ended  December  31,  1995 were due
principally to accounting fees.



                                       -8-

<PAGE>

PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings
-------  -----------------

         None

Item 2.  Change in Securities
-------  --------------------

         None

Item 3.  Defaults Upon Senior Securities
-------  -------------------------------

         None

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------

         There were no meetings of security holders during the period
         covered by this report.

Item 5.  Other Information
-------  -----------------
         
         None

Item 6   Exhibits and Other Reports On Form 8-K
         --------------------------------------

         (a)  Exhibits:

              Exhibit 27 - Financial Data Schedule

         (b)  Reports:

              None







                                       -9-
<PAGE>

                                   SIGNATURES



        Pursuant  to the  requirement  of  Section  13 or  Section  15(D) of the
Securities  Exchange Act of 1934, the Registrant  duly has caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



Dated:    May 14, 1997                  Sunlight Systems, Ltd.
                                             (Registrant)


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












                                      -10-