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 SEPTEMBER 30, 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 September 30, 1996, was 9,000,064.


<PAGE>

                             SUNLIGHT SYSTEMS, LTD.

                                   INDEX                                   PAGE

Part I.       Financial Information

Item 1.      Balance Sheets
                 September 30, 1996 and 1995                               1-2

                 Statements of Operations:
                 Quarters ended September 30, 1996 and 1995                  3

                 Statements of Changes in Cash Flows
                 Quarters ended September 30, 1996 and 1995                  4

                 Notes to Financial Statements                             5-6

Item 2.      Management's Discussion and Analysis of
                 Financial Condition and Results of Operation                7

Part II      Other Information

Item 1.      Legal Proceedings                                               8

Item 2.      Changes in Securities                                           8

Item 3.      Defaults Upon Senior Securities                                 8

Item 4.      Submission of Matter to a Vote of Security  Holders             8

Item 5.      Other Information                                               8

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



<PAGE>

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

Item 1      Financial Statements
<TABLE>
<CAPTION>
                             Sunlight Systems, Ltd.
                                 Balance Sheets
                               September 30, 1996


                                     ASSETS


                                                                          1996             1995
<S>                                                                   <C>                  <C> 
Current assets

      Cash                                                            $    6,880           $4,299
      Stock subscriptions receivable                                      87,233
      Income tax refund receivable                                                          1,113
      Inventory                                                          103,001
      Prepaid expenses                                                     4,532
                                                                       ---------           ------
      Total current assets                                               201,646            5,412
                                                                       ---------


Property and equipment, net of
accumulated depreciation of $3,244                                        66,578
                                                                       ---------


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 $222,224                    222,224
      Start-up costs, net of accumulated
            amortization of $1,531                                        29,096
      Dealer and distributor costs, net of
           accumulated amortization of $2,500                             27,500
      Deposits                                                             4,590
                                                                       ---------

                                                                         455,380
                                                                       ---------


                                                                       $ 723,604           $5,412
                                                                       =========            =====

</TABLE>

                                       -1-

<PAGE>
<TABLE>
<CAPTION>
                      Liabilities and Stockholders' Equity


                                                                          1996                     1995
<S>                                                                    <C>                    <C>  
Current liabilities

       Accounts payable                                                $  46,252
       Loan payable                                                       35,129
       Payroll and sales taxes                                             6,494
                                                                       ---------

       Total current liabilities                                          87,875
                                                                       ---------

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                  222,224
       Accumulated deficit                                              (148,874)

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, 5,491,558
            shares issued and outstanding                                                  $5,492
       Accumulated deficit                                                                    (80)
                                                                       ---------           ------
                                                                         635,729            5,412
                                                                       ---------           ------
                                                                       $ 723,604           $5,412
                                                                       =========           ======
</TABLE>


                        See Notes to Financial Statements

                                       -2-

<PAGE>
<TABLE>
<CAPTION>
                             Sunlight Systems, Ltd.
                            Statements of Operations
                   Quarters Ended September 30, 1996 and 1995




                                                                          1996             1995

<S>                                                                    <C>              <C> 
Sales                                                                  $  13,118
Cost of sales                                                              3,685
                                                                       ---------

Gross profit                                                               9,433

Revenues                                                                                  $ 2,857

General and administrative expenses                                      158,307            1,329
                                                                       ---------          -------

Net income (loss)                                                      $(148,874)         $ 1,528
                                                                       =========          =======

Net income (loss) per common shares                                    $ (.04165)          $.0003
                                                                       =========           ======
Weighted average number of common
      shares outstanding                                               9,000,064        5,491,558
                                                                       =========        =========
</TABLE>









                        See Notes To Financial Statements

                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                             Sunlight Systems, Ltd.
                            Statements of Cash Flows
                    Quarter Ended September 30, 1996 and 1995


                                                                          1996              1995
<S>                                                                    <C>                 <C>  
Cash flows from operating activities
Net income (loss)                                                      $(148,874)          $1,528
Adjustments to reconcile net loss
      to net cash from operating activities
          Depreciation and amortization                                    7,275
Change in assets and liabilities:
      (Increase) decrease in:
          Escrow receivable                                                                 3,032
          Inventory                                                     (103,000)
          Prepaid expenses                                                (4,531)
          Deposits                                                        (4,590)
       Increase (decrease) in:
           Accounts payable                                               46,252           (2,345)
           Payroll and sales taxes                                         6,494
                                                                       ---------           ------
Net cash used by operating activities                                   (200,974)           2,215

Cash flows from investing activities
     Purchase of property and equipment                                  (69,822)
     Purchase of distribution and dealerships                            (30,000)
     Increase in start-up costs                                          (30,627)
                                                                       ---------
Net cash used by investing activities                                   (130,449)
                                                                       ---------
Cash flows from financing activities
     Proceeds from sale of common stock                                  302,767
     Increase in loan payable                                             35,129
                                                                       ---------
Net cash flows from financing activities                                 337,896
                                                                       ---------           ------
Net increase in cash flows                                                 6,473            2,215

Cash, beginning                                                              407            2,084
                                                                       ---------           ------
Cash, ending                                                           $   6,880           $4,299
                                                                       =========           ======

Non cash 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 Note to Financial Statements

                                       -4-

<PAGE>
                             Sunlight Systems, Ltd.
                          Notes to Financial Statements
                               September 30, 1996

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.   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 September 30, 1996,  and the results of  operations  for the quarters
     ended  September 30, 1996 and 1995,  and cash flows for the quarters  ended
     September 30, 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.

3.   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 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.

                                       -5-

<PAGE>

                             Sunlight Systems, Ltd.
                    Notes to Financial Statements (continued)
                               September 30, 1996


3.   Investment in Energy Corporation (Continued)

     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 September 30, 1996 are as follows:
<TABLE>
<CAPTION>

                                                                           Gross
                                                                        Unrealized         Fair
                                              Shares        Cost           Gains           Value
<S>                                           <C>         <C>            <C>              <C>
         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         $222,224
</TABLE>

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

4.   Stockholder Equity

     Sunlight Systems, Ltd. issued stock as follows

                                                       Shares           Value

            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
                                                      ---------       ----------
                                                      9,000,064       $  562,379
                                                      =========       ==========

     The Company has a stock  subscription  note receivable which bears interest
     at 8% and is collateralized by common stock of 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 December 31, 1996.


                                       -6-

<PAGE>

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

LIQUIDITY:
---------

         At September  30, 1996,  the Company had  positive  working  capital of
$113,771.  This  positive  position is from the receipt of cash proceeds for the
sale of stock less  operating  losses.  At September 30, 1995, the Company had a
positive  working  capital of $5,412.  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  September  30,  1996 were  $723,604
which consisted  principally of $394,194 in  investments,  $103,001 in inventory
and $87,233  stock  subscriptions  receivable  acquired  for common  stock.  The
Company also had trade obligations of $52,246.

         Total assets of the Company as of September  30, 1995 were $5,412 which
consisted of $4,299 in cash and $1,113 in income tax refunds receivable.

         Stockholders'  equity  increased during the quarter ended September 30,
1996  due to the  issuance  of  common  stock  for  cash  $302,767;  investments
$171,970; and subscription receivable $87,233 net of a net loss of $148,874.

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

         The Company had sales of $13,118 and a gross  profit of $9,433 from the
sale of skylights  during the quarter  ended  September  30,  1996,  the initial
quarter of its business as a dealer and  distributor  of skylights.  Revenues of
$2,857  for the  quarter  ended  September  30,  1995  were  due to tax  refunds
resulting from the Company closing out its oil and gas activities.

          General and  administrative  expenses for the quarter ended  September
30, 1996 of $158,307 were due to initiating the Company's business activities as
a dealer and distributor of skylights.  General and administrative  expenses for
the  quarter  ended  September  30, 1995 were due to cost of  administering  the
termination of the Company's previous oil and gas activities.






                                       -7-

<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.

         The  shareholders  of   the   former  Mendell-Denver  Corporation   and
Mendell-Denver  Corporation  as sole  shareholder  of the  Company  prior to the
Merger,  described in note 1 to financial  statements convened a meeting on July
18, 1996 to vote upon or consent to the Merger.  The Merger was  approved by the
necessary vote and consent of the shareholders of both corporations.

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








                                       -8-
<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












                                       -9-