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

                              FORM 10-QSB

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

     For the quarter ended December 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)

     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 Company 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 
               ---      ---                  ---      ---


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

     Check whether the issuer has 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 plan 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:

                               January 31, 1998

                          Common - 1,076,134 shares

                     DOCUMENTS INCORPORATED BY REFERENCE

          A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.

Transitional Small Business Issuer Format   Yes  X   No 
                                                ---     ---

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, these Consolidated Financial Statements fairly present the
financial condition of the Company.

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

                                ASSETS                               
                                         December 31,          March 31,     
                                            1997                 1997          
                                         (Unaudited)  
<S>                                      <C>                   <C>
CURRENT ASSETS

  Cash                                   $    -                 $    -         

     TOTAL ASSETS                        $    -                 $    -         
                             
                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                       $     1,048            $    -         
                             
       Total Current Liabilities               1,048                 -         
                             
STOCKHOLDERS' EQUITY 

  Preferred stock, $0.01 par value, 
   2,000,000 shares authorized, no 
   shares issued and outstanding     
  Common stock, $0.01 par value, 
   25,000,000 shares authorized, 
   1,076,134 and 1,076,134 shares 
   issued and outstanding, respectively       10,761              10,761       
                          
  Additional paid-in capital               1,243,896           1,241,767       
                       
  Deficit accumulated during the 
   development stage                      (1,255,705)         (1,252,528)
 
       Total Stockholders' Equity             (1,048)                -         
                             
TOTAL LIABILITIES AND STOCKHOLDERS' 
 EQUITY                                    $     -           $       -         
</TABLE>
<TABLE>                             
                         DIGITAL POWER HOLDING COMPANY
                         (A Development Stage Company)
                            Statements of Operations
                                  (Unaudited)
<CAPTION>                                                                    
                                                               From Inception  
                                                               on February 24,
                     For the Three Months  For the Nine Months  1984 Through 
                      Ended December 31,    Ended December 31,  December 31,   
                       1997       1996       1997       1996        1997       
<S>                   <C>        <C>         <C>        <C>       <C>
REVENUE                $   -      $   -       $  -       $    -    $    -     

LOSS ON DISCONTINUED 
 OPERATIONS             (1,398)      (500)     (3,177)    (10,372) (1,255,705)

NET LOSS             $  (1,398)   $  (500)    $(3,177)  $ (10,372)$(1,255,705)

LOSS PER SHARE       $   (0.00)   $ (0.00)    $ (0.00)  $   (0.00)

WEIGHTED AVERAGE 
 NUMBER OF SHARES 
 OUTSTANDING         1,076,134   1,026,134   1,076,134   1,026,134 
</TABLE>







<TABLE>
                         DIGITAL POWER HOLDING COMPANY
                         (A Development Stage Company)
                      Statements of Stockholders' Equity 
                                  (Unaudited)
<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)

Contributed capital                  -           -         2,129         -     

Net loss for the nine months ended
 December 31, 1997                   -           -           -        (3,177)

Balance, December 31, 1997     1,076,134    $ 10,761  $1,243,896 $(1,255,705)
</TABLE>
<TABLE>
                         DIGITAL POWER HOLDING COMPANY
                         (A Development Stage Company)
                            Statements of Cash Flows
                                  (Unaudited)
<CAPTION>
                                                                From   
                                                                Inception on  
                                                                February 24, 
                       For the Three Months For the Nine Months 1984 Through 
                        Ended December 31,   Ended December 31, December 31,
                         1997        1996     1997        1996      1997
<S>                      <C>        <C>       <C>         <C>      <C>       
 CASH FLOWS FROM 
 OPERATING ACTIVITIES

 Net loss from discontinued
    operations          $ (1,398)  $ (500)   $ (3,177)  $(10,372) $(1,255,705)
 Adjustments to reconcile 
  net loss to net cash
  used by operating 
  activities
 Stock issued for 
  acquisition of 
  subsidiary assets          -        -           -          -          8,400  
  
 Contributed capital for 
  expenses                   350      -         2,129      1,664       24,653
 Stock issued for services   -        500         -        8,708      281,512
 Increase in accounts 
  payable                  1,048      -         1,048        -          1,048
  
     Net Cash  Used  by 
      Operating Activities   -        -           -          -       (940,092)

CASH FLOWS FROM 
 INVESTING ACTIVITIES        -        -           -          -            -    
 
CASH FLOWS FROM 
 FINANCING ACTIVITIES

  Proceeds from sale of 
   common stock              -        -           -          -        940,092 
     
     Net Cash Provided by
      Financing Activities $ -    $   -       $   -      $   -     $  940,092  
                                     
NET INCREASE 
 (DECREASE) IN CASH  
 AND CASH  EQUIVALENTS     $ -    $   -       $   -      $   -     $     -     
              
CASH AND CASH 
 EQUIVALENTS,
 BEGINNING OF PERIOD         -        -           -          -           -     

CASH AND CASH 
 EQUIVALENTS AT
 END OF PERIOD            $  -    $   -       $   -      $   -     $     -     
              
SUPPLEMENTAL CASH 
 FLOW  DISCLOSURES

  Interest paid           $  -    $   -       $   -      $   -     $     -     
  Income taxes paid       $  -    $   -       $   -      $   -     $     -     

NON-CASH FINANCING 
 ACTIVITIES

  Contributed capital for
   expenses               $ 350   $   -       $  2,129   $   -     $ 24,653
  
  Common stock issued
   for services           $  -    $   500     $    -     $8,708    $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
                     December 31, 1997 and March 31, 1997
                                 (Unaudited)


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 a 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 December 31, 1997, the Company had net operating loss carryforwards  
       of approximately $190,000 that may be offset against future taxable     
       income through 2012.  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.

       h. Unaudited Financial Statements

       The accompanying unaudited financial statements include all of the
       adjustments which, in the opinion of management, are necessary for a    
       fair presentation.  Such adjustments are of a normal, recurring nature.

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 operations 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 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 820,872 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.
       
Item 2.   Management's Discussion and Analysis or Plan of Operation.

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

      The Company has not engaged in any material operations or
had any revenues from operations during the last two calendar years. The
Company's plan of operation for the next 12 months is to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as
the sole consideration for any such acquisition.

     During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company.  Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances. 
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
non-affiliated lender in an arm's length transaction.   As of the date of this
Report, the Company is not involved in any negotiations respecting any such
potential business venture.  

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

     Other than restoring and maintaining its good corporate 
standing in the State of Nevada, compromising and settling its 
debts and seeking the acquisition of assets, properties or 
businesses that may benefit the Company and its stockholders, 
the Company has had no material business operations during the two 
most recent calendar years, and was dormant from December 1989 to January 1,
1996.

     At December 31, 1997, the Company had no assets and current liabilities
of $1,048.  There were no revenues in the three months ended December 31, 1997
and 1996, and losses from discontinued operations during these periods were
($1,398) and ($500), respectively. 

Liquidity
---------

     $2,129 was contributed to captial by David C. Merrell,  the Company's
President and director, for miscellaneous expenses.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

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 first quarter of the fiscal year covered by this Report or
during the two previous calendar years; further, no matter has been submitted
to a vote of the Company's security holders since the Company became
dormant in December 1989.

Item 5.   Other Information.

Item 6.   Exhibits and Reports on Form 8-K.
                                                                               
                                                        Exhibit
          (a)  Exhibits.*                                Number
               
          (b)  Reports on Form 8-K.

             None.

      *   A summary of any Exhibit is modified in its entirety by reference
          to the actual Exhibit.

                            SIGNATURES

          Pursuant to the requirements 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



          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 Company 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