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 June 30, 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
                                           June 30,       March 31,    
                                             1997          1997        
                                           (Unaudited)  
<S>                                        <C>          <C>
CURRENT ASSETS

  Cash                                     $    -       $     -          

     TOTAL ASSETS                          $    -       $     -          

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                         $    -       $     -     

     Total Current Liabilities                  -             -     

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             1,242,860      1,241,767  
  Deficit accumulated during the 
   development stage                    (1,253,621)    (1,252,528)
 
     Total Stockholders' Equity                -              -          

     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     1984 Through  
                                           Ended June 30,           June 30,   
                                        1997            1996          1997     
<S>                                     <C>            <C>       <C>
REVENUE                                 $    -         $   -     $    -     
   
LOSS ON DISCONTINUED OPERATIONS           (1,093)       (8,208)   (1,253,621)
 
NET LOSS                               $  (1,093)      $(8,208)  $(1,253,621)

LOSS PER SHARE                         $   (0.00)      $ (0.00)

WEIGHTED AVERAGE NUMBER OF SHARES 
 OUTSTANDING                           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                 -           -         1,093         -      

Net loss for the three months 
 ended June 30, 1997                -           -           -        (1,093)

Balance, June 30, 1997        1,076,134    $ 10,761  $1,242,860 $(1,253,621)
</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    1984 Through 
                                            Ended June 30,           June 30,  
                                            1997           1996        1997    
<S>                                        <C>         <C>         <C>
CASH FLOWS FROM 
 OPERATING ACTIVITIES

  Net loss from discontinued operations    $  (1,093)  $  (8,208) $(1,253,621)
  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             1,093         -        23,617   
  Stock issued for services                      -         8,208     281,512  

     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 (Used) by Financing 
       Activities                                -           -       940,092 

NET INCREASE (DECREASE) IN CASH AND CASH 
 EQUIVALENTS                                     -           -           -     
  
CASH AND CASH EQUIVALENTS, BEGINNING 
 OF PERIOD                                       -           -           -     

CASH AND CASH EQUIVALENTS, END OF
 PERIOD                                     $    -      $    -       $   -     

SUPPLEMENTAL CASH FLOW DISCLOSURES

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

NON-CASH FINANCING ACTIVITIES

  Contributed capital for expenses          $  1,093    $    -       $ 23,617  
  Common stock issued for services          $    -      $  8,208     $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
                        June 30, 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 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 June 30, 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.

    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 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.
    
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 June 30, 1997, the Company had no assets and no liabilities.  There
were no revenues in the three months ended June 30, 1997 and
1996, and losses from discontinued operations during these periods were
($1,093) and ($8,208), respectively.  For the period from inception February
24, 1984 through June 30, 1997, there were no revenues and losses from
discontinued operations were ($1,253,621).

Liquidity
---------

     $1,093 was contributed to capital by David C. Merrell, the Company's
President and a 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