UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB
(Mark One)
     [X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934
                 For quarterly  period  ended  January 31, 1997
     [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
       For the transition period from November 1, 1996  to January 31, 1997
                         Date of Report: March 20, 1997
                                
                                 NEMDACO, INC.
       (Exact name of small business issuer as specified in its charter)
                                
           COLORADO                    0-19064                 84-1027731
    (State of incorporation)     (Commission File No.)       (I.R.S. ID No)
                                
                     9 Buckskin Road, Bell Canyon, CA 91307
                    (Address of principal executive offices)
                                
                                
                   (Issuer's telephone number) (818) 884-4770

         (Former name or former address, if changed since last report.)
Indicate by check whether issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a confirmed by a court. [ ] Yes [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
             Common stock, $.01 par value        10,096,400 shares


                         NEMDACO, INC. AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements (Unaudited)
         Consolidated Balance Sheet as of January 31, 1997             3

         Consolidated Statements of Operations for the
          three months ended January 31, 1997 and 1996                 4

         Consolidated Statement of Changes in Stockholders'
         Equity for the period from November 1, 1996 to
         January 31, 1997                                              5

         Consolidated Statements of Cash Flows for the three
         months ended January 31, 1997 and 1996                        6

         Notes to Consolidated Financial Statements                    7

ITEM 2. Management's Discussion and Analysis of
         Financial Condition and Results of Operations                10

PART II - OTHER INFORMATION

ITEMS 1 through 6                                                     11


                         NEMDACO, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                JANUARY 31, 1997
                                  (UNAUDITED)
                                
                                     ASSETS
Property and equipment
     Furniture & fixtures                                   $  18,000
     Less accumulated depreciation                              4,000
                                                               ------
Total Assets                                                $  14,000
                                                               ======
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued expenses:                 $ 171,000
     Accrued payroll and payroll taxes(Note 2)                344,000
                                                              -------
     Total current liabilities                                515,000
Commitments and contingencies (Note 5)
Stockholders' equity (deficit):
     Common stock, $.01 par value; 12,000,000
     shares authorized;
     issued 10,086,400 shares                                 101,000
     Additional paid-in capital                             4,003,000
     Receivable - shareholder (Note 3)                       (396,000)
     Deficit                                               (4,209,000)
                                                            ---------
     Total stockholders' equity (deficit)                    (501,000)
                                                              -------
Total Liabilities and Stockholders' Equity (Deficit)    $      14,000
                                                             ========

                         NEMDACO, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                
                                  (UNAUDITED)
                            Three Months Ended           Nine Months Ended
                                January 31,                 January 31,
                          1997           1996          1997          1996
Operating expenses:
General and
 administrative       $ 110,000      $ 171,000    $ 383,000     $ 450,000
Rent expense,
related party                            4,000                     11,000
                        -------        -------      -------       -------
                        110,000        175,000      383,000       461,000
                        -------        -------      -------       -------
          
Net income (loss)     $(109,000)     $(175,000)   $(383,000)    $(461,000)
Earnings per
common share:
 Net income (loss)    $   (.011)     $   (.029)   $   (.038)    $   (.076)
Weighted average
of common shares
outstanding          10,096,400      6,095,400   10,096,400     6,095,400


                         NEMDACO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE PERIOD FROM MAY 1, 1996 TO JANUARY 31, 1997
                                
                                  (UNAUDITED)
                                              ADDITIONAL
                    COMMON        STOCK       PAID-IN
                    SHARES        AMOUNT      CAPITAL        (DEFICIT)
BALANCE,
May 1, 1996       10,096,400    $ 101,000      $3,826,000      $(3,826,000)
           
  Net loss                                                        (383,000)
                  ----------     --------       ----------       ---------
BALANCE,
January 31, 1997  10,096,400    $ 101,000      $3,826,000      $(4,209,000)
                  ==========      =======       =========        =========


                         NEMDACO, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                                  (UNAUDITED)
                                      Three Months Ended     Nine Months Ended
                                        January  31,            January 31,
                                    1997        1996        1997       1996
Cash Flows
From Operating Activities:
   Net income (loss)            $(110,000)  $(175,000)   $(383,000) $(461,000)
Adjustments to reconcile
net income (loss) to net cash
provided by (used in)
 operating activities:
  Depreciation and amortization     1,000                    3,000
  Decrease in Prepaid Expenses                  
Changes in assets and liabilities:
  Decrease(Increase) in
Note Receivable-Shareholder                                 13,000
Increase in wages and
payroll taxes payable              80,000                  215,000
Increase (decrease) in
accounts payable and other
accrued expenses                   29,000     243,000      152,000    452,000
                                  -------     -------      -------    -------
 Total adjustments                110,000     243,000      273,000    452,000
                                  -------     -------      -------    -------
Net cash provided by
(used in) operating activities          0     (68,000)           0    ( 9,000)
                                  -------      -------      ------     ------
Net cash flows from investing 
actitivies                                   (118,000)               (118,000)

Net increase (decrease)
in cash and cash equivalents            0     (50,000)           0   (127,000)
Cash and cash equivalents,
beginning                               0      50,000            0    127,000
                                  -------     --------     ---------  -------
Cash and cash equivalents,
ending                          $       0   $       0    $       0  $       0
                                  =======     =======        =====       ====
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year
for interest                    $       0   $       0    $       0  $       0


                         NEMDACO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
          THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 1997 AND 1996

1.BASIS OF PRESENTATION:

   Unaudited Information - The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. They do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material change in the
information disclosed in the notes to consolidated financial statements
included in the Annual Report on Form 10-KSB for the year ended April 30, 1996.
In the opinion of Management, all adjustments consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months and six months ended January 31, 1997
are not necessarily indicative of the results that may be expected for the
year ending April 30, 1997

   Principles of  Consolidation - The unaudited financial statements as of
January 31, 1997, include the accounts of the Company and its subsidiaries.
All intercompany accounts have been eliminated.

2.     ACCRUED PAYROLL AND PAYROLL TAXES

   Accrued payroll and payroll taxes include federal and state payroll taxes
payable for the first, second, and third calendar quarters of 1996 in the
amount of $61,000; wages due officers accrued as of April 30, 1996, but not
paid in an amount of $115,000; and wages due officers and other employees for
the period November 1, 1996 to January 31, 1997, which have not been paid due
to lack of funds.  Payroll taxes payable to the Internal Revenue Service for
the first and second quarters of 1996 is secured by a tax lien in an amount of
$30,000. See also note on subsequent events.

3.     NOTE RECEIVABLE - SHAREHOLDER

   The Company holds a Note Receivable in the amount of $396,000 due from
Coubert Dennis, Ltd., an Irish corporation and shareholder of Company.
The  Company has made demand for payment from the shareholder.  Since there is
no assurance that these funds will be collected, the note receivable has been
deducted from shareholders equity, consistent with the treatment in the
audited financial statements for the year ended  April 30, 1996.

4.     GOING CONCERN

    As shown in the accompanying financial statements, the Company has
incurred a losses of $110,000, and $383,000 during the three months and six
months ended January 31, 1997, respectively, and has a $501,000 deficit in
stockholders' equity as of January 31, 1997. In addition,  as of the date of
these financial statements, the Company had no continuing revenue generating
operations resulting in projected cash flow deficiencies.  These factors
raise substantial doubt about the Company's ability to continue as a going
concern.

   Management is attempting to resolve these deficiencies by raising financing
necessary to acquire interests in on-going businesses and to satisfy its
working capital requirements.

   The Company is currently exploring various possibilities for obtaining
financing, including possible private placements and public offerings and debt
secured by assets acquired.  If adequate financing can be obtained, the
Company intends to consider the possibilities of investing in various joint
ventures or acquisitions that management is currently investigating.

5.     COMMITMENTS AND CONTINGENCIES:

1. 
     2 Form 8-K's have been filed as required for significant changes to the
Company's Operations and Business Interests.  Matters covered by these 8-K's
include the following subsequent events:
(1) Hydroponix share transfer
(2) Woleko share transfer
(3) Gulpac USA
                                     
2.
(A) WOLEKO INDUSTRIES, INC.
The Company has transferred one share of its Woleko stock for each four shares
of Nemdaco, Inc. stock to its shareholders of record as of February 28, 1997. 
This is pursuant the Company's policy of increasing shareholder value by
transferring shares directly to the shareholders in each of the Company's
holdings.  Woleko has designed, tested and patented a revolutionary add-on air
bag for automobiles, which solves many of the problems with the existing air
bags.  It fits on the seat belt and expands away from the wearer.  Because of
the negative press on the existing air bags, Woleko has several standing
offers for appearances on national television shows.  Woleko and its agents
are currently focusing on funding the start-up and operations.  Upon this
funding, they are ready to begin production of the Angel Air bag in Nevada.

(B)  GULFPAC USA
Nemdaco, Inc. through one of its subsidiaries has acquired the assets and
liabilities of GulfPac USA.  These assets are agreements in Malaysia to be the
Program Manager and Operator of  Oil Exploration and Refinery Projects.  The
Company, subject to further due diligence, will seek sources of financing for
the projects. 

(C)  HYDROPONIX, INC.
A subsidiary  of Nemdaco has acquired the assets of Hydroponix, Inc., a Puerto
Rican corporation.  Subject to further due diligence, the Company will seek
sources of financing for the project.

                            MANAGEMENT'S DISCUSSIONS

The Company is focused on funding and operating profitably the above ventures. 
It will also continue to look at other viable businesses with marketable
products that may be suitable to be traded as public companies.  The Company
is also seeking funding for its own operations.  

The stock dividend of the Company's subsidiaries to Nemdaco shareholder will
continue as the Company's way of increasing the shareholders' value through
the transferring of shares in the subsidiary.  The Company believes its plans
to become profitable as well as its subsidiaries becoming profitable will
insure the shareholders in Nemdaco and each subsidiary and good value.

II - OTHER INFORMATION
ITEMS 1 THROUGH 6:   NONE

                                   SIGNATURES

 In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the under signed,
thereunto duly authorized.
                                                NEMDACO, INC.
                                                (Registrant)
Dated: March 17, 1997                           By:/s/ Jeff Bender
                                                Jeff Bender,
                                                Chairman of The Board