FORM 10-QSB

                                  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 MARCH 31, 1997
                        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 March 31, 1997, was 11,500,064.

<PAGE>

                             SUNLIGHT SYSTEMS, LTD.

                                      INDEX
                                                                           PAGE

Part I.      Financial Information

Item 1.      Balance Sheets
                 March  31, 1997 and 1996                                   1-2

                 Statements of Operations:
                 Quarters and Nine Months ended March 31, 1997 and 1996       3

                 Statements of Changes in Cash Flows
                 Nine Months ended March 31, 1997 and 1996                    4

                 Notes to Financial Statements                              5-7

Item 2.      Management's Discussion and Analysis of
                 Financial Condition and Results of Operations                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
                             March 31, 1997 and 1996

                                     ASSETS
                                                                         1997              1996
<S>                                                                   <C>                  <C> 
Current assets
      Cash                                                            $    3,704           $  558
      Current portion of notes receivable                                 25,234
                                                                      ----------           ------
      Total current assets                                                28,938              558
                                                                      ----------           ------



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 $93,751                      93,751
           Intercell Corporation, common stock
                 Unrestricted, including allowance for
                 increase in market value of $33,750                      33,750
       Notes receivable, discounted for imputed
                 interest at 10%, net of current portion                  40,571
      Deposits                                                             4,090
                                                                       ---------

                                                                         344,132
                                                                       ---------



                                                                      $  373,070           $  558
                                                                      ==========           ======

</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
                                                                         1997             1996
<S>                                                                   <C>                <C>  
Current liabilities
       Accounts payable-related party                                 $   24,500

                                                                      ----------
       Total current liabilities                                          24,500
                                                                      ----------
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                  127,501
       Accumulated deficit                                              (466,310)

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, 7,322,007
            shares issued and outstanding                                                 $ 7,322
       Accumulated deficit                                                                 (6,764)
                                                                      ----------          -------
                                                                         348,570
                                                                      ----------          -------

                                                                      $  373,070          $   558
                                                                      ==========          =======

</TABLE>

                        See Notes to Financial Statements

                                       -2-

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

                                               Quarters Ended               Nine Months Ended
                                                  March 31,                      March 31,

                                           1997              1996           1997            1996
<S>                                    <C>              <C>           <C>              <C>
Revenues                               $     1,847      $             $     3,053      $    3,993

General and administrative expenses         61,142             584         159,051          6,206 
                                       -----------      ----------     -----------      ---------

Loss from continuing operations            (59,295)           (584)       (155,998)        (2,213)
                                       -----------      ----------     -----------      ---------

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

Net loss                                $  (59,295)     $     (584)     $ (446,310)   $    (2,213)
                                        ==========      ==========      ==========    ===========

Net loss per common shares              $   (.0052)     $   (.0000)     $   (.0456)   $    (.0003)
                                        ==========      ==========      ==========    ===========
Weighted average number of common
      shares outstanding                11,500,064       7,322,077      10,215,392      7,322,077
                                        ==========      ==========      ==========    ===========

</TABLE>






                        See Notes to Financial Statements

                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                             Sunlight Systems, Ltd.
                            Statements of Cash Flows
                    Nine Months Ended March 31, 1997 and 1996

                                                                          1997              1996
<S>                                                                   <C>                <C>
Cash flows from operating activities
Net loss                                                              $ (466,310)        $   (584)
Adjustments to reconcile net loss to net cash from
  operating activities
          Loss on sale of long term assets                                52,118
          Depreciation and amortization                                    9,704
          Amortized discount on notes receivable                          (3,053)
Change in assets and liabilities:
      (Increase) decrease in:
          Deposits                                                        (4,090)
       Increase (decrease) in:
           Accounts payable                                               24,500
                                                                      ----------         --------
Net cash used by operating activities                                   (387,131)            (584)
                                                                      ----------         --------
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
     Payments received on notes receivable                                 1,073
                                                                      ----------
Net cash used by investing activities                                   (124,572)
                                                                      ----------
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                                                 3,297             (584)
Cash, beginning                                                              407            1,142
                                                                      ----------         --------
Cash, ending                                                          $    3,704         $    558
                                                                      ==========         ========
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 March 31, 1997,  and the results of operations for the quarters and
       nine months  ended  March 31, 1997 and 1996,  and cash flows for the nine
       months ended March 31, 1997 and 1996. 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)
                                 March 31, 1997

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  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 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  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 March 31, 1997 are as follows:
<TABLE>
<CAPTION>
                                                                            Gross
                                                                          Unrealized     Fair
                                                   Shares       Cost        Gains        Value
         Energy Corporation:
         <S>                                       <C>        <C>         <C>           <C>
         Shares with restrictions
            lasting more than one year             111,111    $   --      $187,500      $187,500
         Shares with restrictions
           lasting less than one year               55,556    $   --      $ 93,751      $ 93,751

         Intercell Corporation                      20,000    $   --      $ 33,750      $ 33,750
</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)
                                 March 31, 1997
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

     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

     Cash                                               500,000          125,000

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

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







                                       -7-

<PAGE>
Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATION

LIQUIDITY:

         At March 31, 1997, the Company had positive working capital of $4,438.
This  positive  position  is from the receipt of cash  proceeds  for the sale of
stock less  operating  losses.  At March 31,  1996,  the  Company had a positive
working  capital of $558.  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 March 31, 1997 were  $373,070  which
consisted principally of $299,471 in investments and $65,805 notes receivable.

         Total  assets  of the  Company  as of March 31,  1996  were $558  which
consisted solely of cash.


         Stockholders'  equity decreased during the quarter ended March 31, 1997
due to general and administrative expenses which were principally legal expenses
and cost incurred in evaluating potential acquisitions.

RESULTS OF OPERATION

         The Company  had sales of $37,894  for the nine months  ended March 31,
1997 during the period until November 1, 1996 when the company  discontinued its
operations as a dealer and  distributor  of skylights.  Revenues for the quarter
ended March 31, 1997 were  entirely  from  amortizing  the discount of the notes
receivable.  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 nine months and quarter
ended  March  31,  1997 of  $159,051  and  $61,142,  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 nine months  ended March 31, 1996
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-