<PAGE>

































             U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended March 31, 1997
                               --------------
                                
[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 

     For the transition period from _________________ to __________________

                 Commission File No.  2-93477-D 
                                      ---------
                   DIGITAL POWER HOLDING COMPANY
          ----------------------------------------------       
          (Name of Small Business Issuer in its Charter)

        NEVADA                                         87-0410127  
  -------------------------------              -------------------------
  (State or Other Jurisdiction of              (I.R.S. Employer I.D. No.)
 incorporation or organization)

                     9005 Cobble Canyon Lane
                        Sandy, Utah  84093  
             ---------------------------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (801) 942-0555

                          Inter-Venture
                       1057 East 900 South
                    Salt Lake City, Utah 84105      
  ------------------------------------------------------------    
  (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:      None.

Securities Registered under Section 12(g) of the Exchange Act:      None. 

     Check whether the 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.  

     (1)   Yes  X    No            (2)   Yes  X    No    

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.  [ ]

State Issuer's revenues for its most recent fiscal year:  March 31, 1997-$0

     State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.  

     March 31, 1997 - $2,052.  There are approximately 205,262 shares of
common voting stock of the Registrant held by non-affiliates.  There has been
no "public market" for shares of common stock of the Registrant, so the
Registrant has arbitrarily valued these shares on the basis of par value per
share or $0.01.

           (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
                  DURING THE PAST FIVE YEARS)

                         Not Applicable.

           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                            January 31, 1998

                                1,076,134

               DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is
contained in Item 13 of this Report.


     Transitional Small Business Issuer Format   Yes  X   No ___

                              PART I

Item 1.  Description of Business.
         -----------------------

Business Development.
--------------------

          Corporate Description.
          ---------------------

          Digital Power Holding Company (the "Company") was organized under
the laws of the State of Nevada on February 24, 1984, under the name
"Inter-Venture."  The Company was formed for the purposes of engaging in the
business of making investments in any enterprise.  

          The Company's initial authorized capital consisted of 100,000,000
shares of $0.001 par value common voting stock.  A copy of the Company's
initial Articles of Incorporation is attached hereto and is incorporated
herein by reference.  See Item 13 of this Report.

          On June 6, 1989, the Company filed Restated and Amended Articles
of Incorporation whereby the Company's name was changed to "Digital Power
Holding Company" and the authorized capital was increased to 27,000,000
shares, consisting of 2,000,000 shares of preferred and 25,000,000 shares of
common stock, each with a par value of $0.01.  All Articles except Article X
were amended.  A copy of the Restated and Amended Articles of Incorporation is
attached hereto and is incorporated herein by reference.  See Item 13 of this
Report.

          Pursuant to the Company's Bylaws, on January 16, 1996, Claude
Adkins, the Company's President and sole director, appointed David C. Merrell
to fill a vacancy on the Board of Directors in contemplation of reviving the
Company.  Mr. Adkins resigned immediately thereafter.  Simultaneously, Mr.
Merrell designated Charles Johnson to serve as a director of the Company until
the next annual meeting of stockholders and until his successor is elected and
qualified or until his prior resignation or termination.  Immediately
thereafter, the Board of Directors unanimously consented without a meeting and
pursuant to the applicable provisions of the Nevada Revised Statutes to elect
the following persons to serve in the capacities indicated:  David C. Merrell,
President; and Charles Johnson, Secretary/Treasurer. 

          Pursuant to resolutions adopted by the Board of Directors on April
16, 1996, and effective November 4, 1996, the Company approved a one for 100
reverse split of its 20,521,766 outstanding shares of common stock while
retaining the authorized shares at 27,000,000 and the par value at $0.01 per
share, with appropriate adjustments to the stated capital and capital surplus
accounts of the Company. A copy of the Certificate respecting this reverse
split is attached hereto and is incorporated herein by reference.  All
references to outstanding shares hereinbelow reflect this reverse split.  See
Item 13 of this Report.

          Material Transactions.
          ---------------------

          Effective January 10, 1986, pursuant to an Acquisition Agreement
dated December 31, 1985, the Company acquired B & I Engineering, a California
general partnership ("B & I") engaged in electronic research and development,
whose sole general partners were Glen Baylor and Victor Ivashin.  An 8-K
Current Report dated January 10, 1986, regarding this acquisition, was filed
with the Securities and Exchange Commission on or about January 24, 1986, and
is incorporated herein by this reference.  See Item 13 of this Report.

          On May 20, 1987, the Company issued 168,000 shares of common stock
to acquire all of the outstanding stock of Lu Technology, Inc. ("Lu").  Lu was
suspended on May 1, 1989.

          The business operations of both of these entities proved
unsuccessful, and the Company ceased all material business operations in
December 1989.

          Public Offering and Recent Stock Sales.
          --------------------------------------

          The Company publicly offered and sold 2,500,000
shares of its common stock at a price of $0.10 per share, pursuant to an S-18
Registration Statement which was filed with the Securities and Exchange
Commission on or about October 3, 1984, and which became effective on January
11, 1985.  By this reference, the Company's Registration Statement on Form
S-18 of the Securities and Exchange Commission and its Prospectus dated
January 11, 1985, are incorporated herein.  See Item 13 of this Report.

          On March 21, 1996, the Board of Directors resolved to issue
180,000 "unregistered" and "restricted" shares of common stock for services
rendered.
                    
Business.
--------

          Since December 1989, and other than maintaining and restoring the
Company's good standing status in the State of Nevada, the Company's only
material business operations since that time have been seeking prospective
businesses or assets to acquire. 

          The Company intends to seek out the acquisition of assets,
property or business that may be beneficial to it and its stockholders.  In
considering whether to complete any such acquisition, the Board of Directors
shall make the final determination, and the approval of stockholders will not
be sought unless required by applicable law, the Company's Articles of
Incorporation or Bylaws or contract.  The Company can give no assurance that
any such endeavor will be successful or profitable. 

          The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future.  In its present form, the Company may be deemed to be a "shell" and
will be a vehicle to acquire or merge with a business or company.  The Company
does not intend to restrict its search to any particular business or industry,
and the areas in which it will seek out acquisitions, reorganizations or
mergers may include, but will not be limited to, the fields of high
technology, manufacturing, natural resources, service, research and
development, communications, transportation, insurance, brokerage, finance and
all medically related fields, among others.  The Company recognizes that
because of its lack of resources, the number of suitable potential business
ventures which may be available to it will be extremely limited, and may be
restricted to entities who desire to avoid what these entities may deem to be
the adverse factors related to an initial public offering ("IPO").  The most
prevalent of these factors include substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell shares, the lack of or the inability to obtain the
required financial statements for such an undertaking, limitations on the
amount of dilution public investors will suffer to the benefit of the
stockholders of any such entities, along with other conditions or requirements
imposed by various federal and state securities laws, rules and regulations. 
Any of these types of entities, regardless of their prospects, would require
the Company to issue a substantial number of shares of its common stock to
complete any such acquisition, reorganization or merger, usually amounting to
between 80 and 95 percent of the outstanding shares of the Company following
the completion of any such transaction; accordingly, investments in any such
private entity, if available, would be much more favorable than any investment
in the Company.

          Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success.  These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
analyze without referring to any objective criteria.  

          Regardless, the results of operations of any specific entity may
not necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives.  Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.

          Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has extremely limited current assets
and cash reserves, these activities may be limited, and if undertaken, the
cost and expense thereof will be advanced by management, and may further
dilute the interest of the stockholders of the Company.

          The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor.  The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals.  In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates.  Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates.  In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals.

          Because the Company has extremely limited assets, management
anticipates that any finder's fees would be paid in the form of common stock
of the Company, rather than cash.  This would have the effect of further
diluting the shares of current stockholders.  In the event that funds become
available from a company that is a candidate for a merger or acquisition
transaction, such fees may be paid in cash.  Whether paid in the form of
common stock or cash, and whether paid to members of management, beneficial
owners or their affiliates, or unaffiliated third parties, the amount of such
finder's fees will not exceed the amount that the Company would pay to an
unaffiliated third party in an arm's length transaction.

          Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000.  These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them.  Such fees may become a factor in negotiations regarding any potential
acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

          None of the Company's directors, executive officers or promoters,
or their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company.  Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.

Risk Factors.
------------

          In any business venture, there are substantial risks specific to
the particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and subject to the same types of risks inherent in any new
or unproven venture, and will include those types of risk factors outlined
below.

          Limited Assets; No Source of Revenue.  The Company has virtually
no assets and has had no revenues since December 1989.  Nor will the Company
receive any revenues until it completes an acquisition, reorganization or
merger, at the earliest.  The Company can provide no assurance that any
acquired business will produce any material revenues for the Company or its
stockholders or that any such business will operate on a profitable basis.

          Absence of Substantive Disclosure Relating to Prospective
Acquisitions.  Because the Company has not yet identified any assets, property
or business that it may potentially acquire, and because the operations of
Graffiti are extremely limited, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company.  Potential investors would have access to
significantly more information if the Company had already identified a
potential acquisition or if the acquisition target had made an offering of its
securities directly to the public.  The Company can provide no assurance that
any investment in the Company will not ultimately prove to be less favorable
than such a direct investment.

          Unspecified Industry and Acquired Business; Unascertainable
Risks.  To date, the Company has not identified any particular industry or
business in which to concentrate its acquisition efforts.  Accordingly,
prospective investors currently have no basis to evaluate the comparative
risks and merits of investing in the industry or business in which the Company
may invest.  To the extent that the Company may acquire a business in a highly
risky industry, the Company will become subject to those risks.  Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to the
numerous risks to which such businesses are subject.  Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.

          Uncertain Structure of Acquisition.  Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business.  Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition. 
However, because the Company has virtually no resources as of the date of this
Report, management expects that any such acquisition would take the form of an
exchange of capital stock.

          Management to Devote Insignificant Time to Activities of the
Company.  Members of the Company's management are not required to devote their
full time to the affairs of the Company.  Because of their time commitments,
as well as the fact that the Company has no business operations, the members
of management anticipate that they will devote an insignificant amount of time
to the activities of the Company, at least until such time as the Company has
identified a suitable acquisition target.  

          Voting Control.  Due to their ownership of a majority of the
Company's outstanding common stock (approximately 81% of the outstanding
voting securities of the Company are owned by Chiricahua Company, Melinda
Johnson, and Charles Johnson, "Majority Stockholders"), these
Majority Stockholders have the ability to elect all of the Company's
directors, who in turn elect all executive officers, without regard to the
votes of other stockholders.  

          No Market for Common Stock; No Market for Shares.  Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares; there can be no assurance that
such a market will ever develop or be maintained.  Any market price for shares
of common stock of the Company is likely to be very volatile, and numerous
factors beyond the control of the Company may have a significant effect.  In
addition, the stock markets generally have experienced, and continue to
experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been
unrelated to the operating performance of these companies.  These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop.  See Item 5 of this Report.   

          Conflicts of Interest; Related Party Transactions.  The Majority
Stockholders may actively negotiate or otherwise consent to the
purchase of all or any portion of their common stock as a condition to or in
connection with any proposed merger or acquisition transaction, which may
present a conflict of interest.  The Company's other stockholders may not be
afforded an opportunity to approve or consent to any particular stock buy out
transaction.  

          Risks of "Penny Stock."  The Company's common stock may be deemed
to be  "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) is an issuer with net tangible assets less
than $2,000,000 (if the issuer has been in continuous operation for at least
three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.

          There was an "established public market" for the Company's common
stock in December 1985 through December 1986 on the "Over-the-counter market"
with quotes listed in the National Quotation Sheets.  At such time as the
Company completes a merger or acquisition transaction, if at all, it may
attempt to qualify for listing on either NASDAQ or a national securities
exchange.  However, at least initially, any trading in its common stock will
most likely be conducted in the over-the-counter market in the "pink sheets"
or the "Electronic Bulletin Board" of the National Association of Securities
Dealers, Inc. (the "NASD").

          There are presently no market makers for the Company's common
stock.  In the event that it is unsuccessful, after completing a merger or
acquisition transaction, in obtaining a listing on NASDAQ or a national
securities exchange, it will seek a securities firm to make a market in its
securities.  If there is only one market maker in the Company's securities,
there is a risk that market maker will dominate the market and set prices that
are not based on competitive forces.

          Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account.  Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."

          Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor.  This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives.  Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
 
Item 2.  Description of Property.  
--------------------------------

          The Company has no property or assets; its principal executive
office address and telephone number are the business office address and
telephone number of David C. Merrell, which are provided at no cost.  See Item
1 of this Report.

Item 3.  Legal Proceedings.
--------------------------

          The Company is not the subject of any pending legal proceedings;
and to the knowledge of management, no proceedings are presently contemplated
against the Company by any federal, state or local governmental agency.

          Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.

Item 4.  Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------
 
          No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the period covered by this Report or
during the previous two fiscal years; further, since the cessation of business
operations in December 1989, no matter has been submitted to a vote of the
Company's security holders.

  



                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------

Market Information
------------------

          There has been no "public market" for shares of its common stock. 
The Company intends to submit for listing on the OTC Bulletin Board of the
National Association of Securities Dealers ("NASD"); however, management does
not expect any public market to develop unless and until the Company completes
an acquisition, reorganization or merger.  In any event, no assurance can be
given that any market for the Company's common stock will develop or be
maintained.  If a public market ever develops in the future, the sale of
"unregistered" and "restricted" shares of common stock pursuant to Rule 144 of
the Securities and Exchange Commission by members of management or others may
have a substantial adverse impact on any such public market.

Holders
-------

          The number of record holders of the Company's common stock as of
the fiscal years ended March 31, 1997 was approximately 248; these numbers do
not include an indeterminate number of stockholders whose shares may be held
by brokers in street name.  As of February 19, 1998, there were approximately
248 stockholders.

Dividends
---------

          There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to do so in
the future.  The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

Plan of Operation
-----------------

          The Company has not engaged in any material business operations
since December 1989.  Its only activities since that time have consisted of
restoring and maintaining its good standing in the State of Nevada.  The
Company has no material tangible property or assets.

          The Company intends to seek out the acquisition of assets,
property or business that may be beneficial to it and its stockholders.  In
considering whether to complete any such acquisition, the Board of Directors
shall make the final determination, and the approval of stockholders will not
be sought unless required by applicable law, the Company's Articles of
Incorporation or Bylaws or contract.  The Company can give no assurance that
any such endeavor will be successful or profitable. 
     
          The Company's only foreseeable cash requirements during the next
12 months will relate to maintaining the Company in good standing in the State
of Nevada.  Management does not anticipate that the Company will have to raise
additional funds during the next 12 months.

Results of Operations
---------------------

          The Company discontinued its active operations in December 1989,
and has had no revenues since.  On January 1, 1996, it recommenced its
developmental stage, and incurred a net loss from discontinued operations in
the amount of ($10,372), for the fiscal year ended March 31, 1997; losses of
($180,000) were incurred for fiscal 1996, resulting from the issuance of
180,000 shares for services rendered at $1 per share. 

Liquidity
---------

          $1,664 was contributed to capital by David C. Merrell.  The
Company's President and a director, for miscellaneous expenses.

Item 7.  Financial Statements.
------------------------------
                                                           
For the periods ended March 31, 1997 and 1996              

          Independent Auditors' Report                              

          Balance Sheets for March 31, 1997                              

          Statements of Operations for the years ending                        
          March 31, 1997 and 1996; and From Inception
          through March 31, 1997

          Statements of Stockholders' Equity (Deficit)      
          From Inception through March 31, 1997   
            
          Statements of Cash Flows for the years ended
          March 31, 1997 and 1996; and From Inception through       
          March 31, 1997

          Notes to the Financial Statements                              

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
--------------------

          No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's two most recent
fiscal years or any interim period.               



                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
-------------------------------------------------

Identification of Directors and Executive Officers
--------------------------------------------------

          The following table sets forth, in alphabetical order, the names
and the nature of all positions and offices held by all directors and
executive officers of the Company since 1988, and to the date hereof, and the
period or periods during which each such director or executive officer served
in his or her respective positions.
                                         Date of             Date of
                     Positions           Election or        Termination
   Name                 Held             Designation        or Resignation
   ----              ---------           -----------        --------------

Claude Adkins       Director                1988               1/16/96
                    President               1988               1/16/96
 
Robert L. Batty     Director                1988               1/16/96
                    Sec/Treas               1988               1/16/96

Charles Johnson     Directors              1/16/96                *
                    Sec/Treas              1/16/96                *

David C. Merrell    Director               1/16/96                *
                    President              1/16/96                *

          *    These persons presently serve in the capacities
               indicated opposite their respective names.

Term of Office
--------------

          The term of office of the current directors shall continue until
the annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held 120 days following the end of each fiscal year.  The
annual meeting of the Board of Directors immediately follows the annual
meeting of stockholders, at which officers for the coming year are elected.

Business Experience
-------------------

          David C. Merrell, Director and President. Mr. Merrell is 39 years
of age. Since 1989, he has been the owner of DCM Finance, a Salt Lake City
based finance company which makes and brokers real estate loans.  Mr. Merrell
received his Bachelor of Science degree in Economics from the University of
Utah in 1981.

          Charles Johnson, Director and Secretary/Treasurer. Mr. Johnson is
44 years of age; he graduated from Cyprus High School in Salt Lake City, Utah
in 1972.  He has worked for Kennecott Copper Corporation since 1972 and has
been a material handling operations supervisor since June, 1997.  He attended
Salt Lake Community College from 1986 to 1987.

Family Relationships
--------------------

          None.
 
Involvement in Certain Legal Proceedings
----------------------------------------

          Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated to
become a director, executive officer, promoter or control person of the
Company:

          (1)  Was a general partner or executive officer of any business
               by or against which any bankruptcy petition was filed,
               whether at the time of such filing or two years prior
               thereto;

          (2)  Was convicted in a criminal proceeding or named the subject
               of a pending criminal proceeding (excluding traffic
               violations and other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any court of
               competent jurisdiction, permanently or temporarily enjoining
               him from or otherwise limiting, the following activities:

               (i)  Acting as a futures commission merchant, introducing
                    broker, commodity trading advisor, commodity pool
                    operator, floor broker, leverage transaction merchant,
                    associated person of any of the foregoing, or as an
                    investment adviser, underwriter, broker or dealer in
                    securities, or as an affiliated person, director or
                    employee of any investment company, bank, savings and
                    loan association or insurance company, or engaging in
                    or continuing any conduct or practice in connection
                    with such activity;

               (ii) Engaging in any type of business practice; or

               (iii)Engaging in any activity in connection with the
                    purchase or sale of any security or commodity or
                    in connection with any violation of federal or
                    state securities laws or federal commodities
                    laws;

          (4)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any federal
               or state authority barring, suspending or otherwise limiting
               for more than 60 days the right of such person to engage in
               any activity described above under this Item, or to be
               associated with persons engaged in any such activity;

          (5)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission to have
               violated any federal or state securities law, and the
               judgment in such civil action or finding by the Securities
               and Exchange Commission has not been subsequently reversed,
               suspended, or vacated; or

          (6)  Was found by a court of competent jurisdiction in a civil
               action or by the Commodity Futures Trading Commission to
               have violated any federal commodities law, and the judgment
               in such civil action or finding by the Commodity Futures
               Trading Commission has not been subsequently reversed,
               suspended or vacated.
          
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

          No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10 percent stockholders are not required to
make filings under Section 16 of the Securities Exchange Act of 1934.

Item 10. Executive Compensation.
--------------------------------

Cash Compensation
-----------------

          The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
                                
                      SUMMARY COMPENSATION TABLE

                                             Long Term Compensation   
          Annual Compensation                   Awards       Payouts  
  (a)           (b)      (c)     (d)      (e)        (f)          (g) (h)  
(i)
     
Name and     Years or                       Other                              
 All
principal    periods                        annual    Restricted Option/  LTIP 
 other
position     ended 1997     $        $      compen-   stock      SAR's  
payouts compen-
             1996           Salary Bonus    sation    awards$    #       $     
 sation$
------------------------------------------------------------------------------
Claude Adkins   March 31,   0        0        0         (1)         0      0   
   0
Former                      0        0        0          0          0      0   
   0
President
Director

Robert L. Batty  March 31,  0        0        0         0           0      0   
   0
Former                      0        0        0         0           0      0   
   0
Sec/Tres
Director

Charles Johnson  March 31,  0        0        0         (1)         0      0   
   0
Sec/Tres                    0        0        0          0          0      0   
   0
Director

Dave Merrell     March 31,  0        0        0         (2)         0      0   
   0
President                   0        0        0          0          0      0   
   0
Director

          (1)  On January 16, 1996, the Company issued 55,000 "unregistered"
and "restricted" shares of common stock to directors and executive officers in
consideration of services rendered.  50,000 shares were issued to Charles
Johnson and 5,000 shares where issued to Claude Adkins.

          (2)  On April 8, 1996, the Company issued 410,436 post-split (actual
Certificate reporting reverse split was not filed until November 4,
1996)"unregistered" and "restricted" shares of common stock to Chiricahua
Company which is wholly owned by David C. Merrell in consideration of services
rendered.

          No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ending March 31, 1997 or 1996, or the period ending on the date
of this Report.  Further, no member of the Company's management has been
granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item.  See the Summary
Compensation Table of this Item.

Compensation of Directors  
-------------------------

          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

          There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year or
the previous two fiscal years for any service provided as director.  See the
Summary Compensation Table of this Item.

Termination of Employment and Change of Control Arrangement  
-----------------------------------------------------------

          There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
-----------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
-----------------------------------------------

          The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of March 31,
1996 and 1997, and the date hereof:

                                         Number and Percentage
                                   of Shares Beneficially Owned
                                  

Name and Address         3/31/96         3/31/97            Current
----------------         -------         -------            -------
David C. Merrell           -0-          410,436*  - 38%      410,436 - 38%
9005 Cobble Canyon Lane
Sandy, Utah 84093

Melinda Johnson            -0-          410,436   - 38%      410,436 - 38%
8989 Scofield Circle
Sandy, Utah 84093                                      

TOTALS                     -0-          820,872   - 76%      820,872 - 76%

          *David C. Merrell is the owner of Chiricahua Company which is the
registered owner of the above securities.

Security Ownership of Management.
--------------------------------

          The following table sets forth the shareholdings of the Company's
directors and executive officers as of March 31, 1996 and 1997, and to the
date hereof:

                                      Number and Percentage
                               of Shares Beneficially Owned

Name and Address           3/31/96      3/31/97        Current
----------------           -------      -------        -------

David C. Merrell                        410,436* - 38%     410,436 - 38%
9005 Cobble Canyon Lane
Sandy, Utah 84093

Charles Johnson          50,000 - 4.6%   50,000  -  4.6%    50,000 -  4.6%
3255 South 8820 West
Magna, Utah 84044

TOTALS                   50,000 - 4.6%  460,436  - 42.6%   460,436 - 42.6%
 
          *David C. Merrell is the owner of Chiricahua Company which is the
registered owner of the above securities.

          As of February 19, 1998, the Company's directors and executive
officers as a group (3) beneficially owned a total of 460,436 shares of the
Company's common stock, or approximately 42.6% of the outstanding voting
securities of the Company. 

Changes in Control
------------------

          To the knowledge of management, there are no present arrangements
or pledges of the Company's securities which may result in a change in its
control.
  
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

Transactions with Management and Others.  
----------------------------------------

          Except as indicated under the heading "Business Development" of
Item 1 hereof and in Item 10 of this Report, there were no material
transactions, or series of similar transactions, during the Company's last
three fiscal years, or any currently proposed transactions, or series of
similar transactions, to which the Company or any of its subsidiaries was or
is to be a party, in which the amount involved exceeded $60,000 and in which
any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class
of the Company's common stock, or any member of the immediate family of any of
the foregoing persons, had an interest.

Certain Business Relationships.  
-------------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than five percent of any class of its common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.

Indebtedness of Management.  
---------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than five percent of any class of its common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.

Transactions with Promoters.  
----------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any promoter or founder or any
member of the immediate family of any of the foregoing persons, had an
interest.

Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------
                                                             
Reports on Form 8-K
-------------------

None.
                                             Exhibit
Exhibits*                                    Number
---------                                     -------                          
                             
          (i)

Initial Articles of Incorporation                 3.1

Restated and Amended Articles of Incorporation    3.2
respecting name change and amendment of all
Articles except Article X

Certificate of Amendment                          3.3
respecting 100 for 1 reverse

Financial Data Schedule                          27
              
          (ii)                   Where Incorporated          Page
                                   In This Report            Number
                                 ------------------          ------

Registration Statement on Form S-18     Part I              **

Prospectus dated January 11, 1985       Part I              **
     
Current Report on Form 8-K filed on     Part I              **
January 10, 1986

     **   These documents and related exhibits have previously been filed
          with the Securities and Exchange Commission and are incorporated
          herein by this reference.

                            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, thereunto duly authorized.

                              DIGITAL POWER HOLDING COMPANY


Date: 2/23/98                 By/s/David C. Merrell, President and Director 
                                

Date: 2/23/98                 By/s/Charles Johnson, Secretary/Treasurer and
                              Director 
                                

          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                              DIGITAL POWER HOLDING COMPANY


Date: 2/23/98                 By/s/David C. Merrell, President and Director
                                

Date: 2/23/98                 By/s/Charles Johnson, Secretary/Treasurer and
                              Director 

<PAGE>
                   INDEPENDENT AUDITORS' REPORT

The Board of Directors
Digital Power Holding Company
(A Development Stage Company)
Salt Lake City, Utah


We have audited the accompanying balance sheet of Digital Power Holding
Company, (a development stage company) as of March 31, 1997 and the related
statements of operations, stockholders' equity, and cash flows for the years
ended March 31, 1997 and 1996 and from inception on February 24, 1984 through
March 31, 1997.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we 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 the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Digital Power Holding Company
(a development stage company) as of March 31, 1997 and the results of its
operations and its cash flows for the years ended March 31, 1997 and 1996 and
from inception on February 24, 1984 through March 31, 1997 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
operating capital, which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are also described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/Jones, Jensen & Company
Jones, Jensen & Company
May 14, 1997
<PAGE>
                  DIGITAL POWER HOLDING COMPANY
                  (A Development Stage Company)

                       FINANCIAL STATEMENTS

                     March 31, 1997 and 1996

<TABLE>
                  DIGITAL POWER HOLDING COMPANY
                  (A Development Stage Company)
                          Balance Sheet
<CAPTION>

                              ASSETS
                                                    March 31,      
                                                      1997           
<S>                                               <C>
CURRENT ASSETS           

 Cash                                              $    -         

    Total Current Assets                                -         







     TOTAL ASSETS                                  $    -         

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                  $    -         

    Total Current Liabilities                           -         
     
STOCKHOLDERS' EQUITY 

  Preferred stock, 2,000,000 shares 
   authorized of $0.01 par value,
   no shares issued and outstanding
  Common stock, 25,000,000 shares 
   authorized of $0.01 par value, 
   1,076,134 shares issued and outstanding           10,761    
  Additional paid-in capital                      1,241,767 
  Deficit accumulated during the development 
   stage                                         (1,252,528)

    Total Stockholders' Equity                          -         

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $    -         
</TABLE>
<TABLE>
                  DIGITAL POWER HOLDING COMPANY
                  (A Development Stage Company)
                     Statements of Operations
<CAPTION>                                                                      
                                                                   From        
                                                              Inception on   
                                                              February 24,   
                                                               1984 Through    
                             For the Years Ended March 31,       March 31,     
                                1997              1996             1997        
<S>                          <C>               <C>             <C>
REVENUES                     $     -            $      -        $      -       
                
LOSS FROM DISCONTINUED 
 OPERATIONS (Note 3)            10,372             180,000       1,252,528     
          
TOTAL EXPENSES                  10,372             180,000       1,252,528     
          
NET INCOME (LOSS)            $ (10,372)         $ (180,000)   $(1,252,528)

NET LOSS PER SHARE
OF COMMON STOCK              $   (0.00)          $   (0.00)
</TABLE>
<TABLE>
                  DIGITAL POWER HOLDING COMPANY
                  (A Development Stage Company)
               Statements of Stockholders' Equity 
<CAPTION>                                                                      
                                                                   Deficit     
                                                                 Accumulated   
                                                     Additional  During the    
                                 Common Stock         Paid-in    Development  
                            Shares        Amounts      Capital       Stage     
<S>                       <C>            <C>         <C>          <C>          
              
At inception on 
 February 24, 1984              -        $     -     $      -     $      -     
              
Common stock issued
 for cash at approximately
 $82.77 per share            11,358           114       939,978          -     
              
Common stock issued for
 services at approximately
 $6.78 per share             13,692           137        92,667          -     
              
Common stock issued for
 acquisition subsidiary at
 $50.00 per share               168             1         8,399          -     
              
Contributed capital             -             -          20,860          -     
              
Net loss from inception
 February 24, 1984 to
 March 31, 1995                 -             -             -      (1,062,156)

Balance, March 31, 1995      25,218            252     1,061,904   (1,062,156)

Common stock issued
 for services at $1.00 
 per share                  180,000          1,800        178,200          -   
                
Net loss for the year ended
 March 31,1996                  -              -              -      (180,000)

Balance, March 31, 1996     205,218           2,052      1,240,104 (1,242,156)

Common stock issued for
 services at $0.01 per 
 share                      870,872           8,708             -          -   
      
Contributed capital             -               -             1,664        -   
                
Adjustment on reverse split      44               1              (1)       -   
           
Net loss for the year ended
 March 31, 1997                 -                -              -     (10,372)

Balance, March 31, 1997   1,076,134       $   10,761    $1,241,767$(1,252,528)
</TABLE>
<TABLE>
                  DIGITAL POWER HOLDING COMPANY
                  (A Development Stage Company)
                     Statements of Cash Flows
<CAPTION>                                                                      
                                                                       From    
                                                                  Inception on 
                                                                  February 24, 
                                             For the Years Ended  1996 Through 
                                                 March 31,          March 31,
                                             1997           1996       1997    
<S>                                        <C>         <C>        <C>      
CASH FLOWS FROM  OPERATING
 ACTIVITIES

  Net loss                                  $ (10,372) $(180,000) $(1,252,528)
  Adjustments to reconcile net loss to net 
   cash provided by operating activities:
  Stock issued for acquisition subsidiary
   assets                                         -           -          8,400 
  Contributed capital for expenses              1,664         -         22,524 
  Stock issued for services                     8,708     180,000      281,512 
             
     Net Cash Used by Operating 
      Activities                                  -           -      (940,092)

CASH FLOWS FROM INVESTING 
 ACTIVITIES                                        -           -           -   
                

CASH FLOWS FROM FINANCING
 ACTIVITIES

  Issuance of common stock for cash                -           -       940,092 
             
     Net Cash Provided by Financing 
      Activities                                   -           -       940,092 
             
NET INCREASE (DECREASE) IN CASH                    -           -           -   
                
CASH AT BEGINNING OF PERIOD                        -           -           -   
                
CASH AT END OF PERIOD                        $     -     $     -     $     -   
                
  Interest                                   $     -     $     -     $     -   
  Income taxes                               $     -     $     -     $     -   
                
NON CASH FINANCING ACTIVITIES

  Contributed capital for expenses           $   1,664   $     -     $  22,524 
  Common stock issued for services           $   8,708   $ 180,000   $ 281,512 
  Common stock issued for acquisition 
   of subsidiary                             $     -     $     -     $   8,400 
</TABLE>             
                  DIGITAL POWER HOLDING COMPANY
                  (A Development Stage Company)
                Notes to the Financial Statements
                      March 31, 1997 and 1996


NOTE 1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES

    a. Organization

    The Company was incorporated in the State of Nevada on February 24, 1984
    and was organized to engage in the acquisition of assets and properties
    which management believes have good business potential.  On May 20, 1987,
    the Company issued 168,000 shares of common stock to acquire all of the
    outstanding stock of Lu Technology, Inc.  Lu Technology, Inc. was
    suspended on May 1, 1989.  In June 6, 1989, the Company changed its name
    to Digital Power Holding Company.  Presently, the Company does not engage
    in any business operations.  The Company has selected March 31, year end.

    b. Accounting Method

    The Company's financial statements are prepared using the accrual method
    of accounting.  

    c. Cash and Cash Equivalents

    Cash equivalents include short-term, highly liquid investments with
    maturities of three months or less at the time of acquisition.

    d. Loss Per Share 

    The computations of loss per share of common stock are based on the
    weighted average number of shares outstanding at the date of the financial
    statements.

    e. Provision For Taxes

    At March 31, 1997, the Company had net operating loss carryforwards of
    approximately $190,000 that may be offset against future taxable income
    through 2011.  No tax benefit has been reported in the financial
    statements, because the Company believes there is a 50% or greater chance
    the carryforward will expire unused.  Accordingly, the potential tax
    benefits of the loss carryforward are offset by a valuation amount of the
    same amount.

    f. Additional Accounting Policies

    Additional accounting policies will be established once planned principal
    operations commence.

    g. Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the 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.

NOTE 2 -   GOING CONCERN

    The Company's financial statements are prepared using generally accepted
    accounting principles applicable to a going concern which contemplates the
    realization of assets and liquidation of liabilities in the normal course
    of business.  However, the Company does not have significant cash or other
    material assets, nor does it have an established source of revenues
    sufficient to cover its operating costs and to allow it to continue as a
    going concern.  It is the intent of the Company to be acquired by an
    existing, operating company.  Until an acquisition or merger occurs,
    shareholders of the Company have committed to meeting the Company's
    operating expenses.

NOTE 3 -   DISCONTINUED OPERATIONS

    The Company discontinued its operation in 1990. Therefore, all revenues
    generated by the Company have been netted against the expenses and are
    grouped into the discontinued operations line on the statements of
    operations.

NOTE 4 -   STOCK TRANSACTIONS

    During February, 1996, the Company has issued 180,000 shares of common
    stock for services valued at $180,000.  The Company approved a 100 for 1
    reverse stock split on April 12, 1996 and issued 870,872 shares of post
    split common stock later on for services rendered valued at $8,708.  The
    reverse stock split has been applied to the Company's financial statements
    on a retroactive basis.