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Microcap & Penny Stocks : NMDO = NEMDACO/MEDGROUP

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To: Robert Stewart who wrote (313)2/3/1997 10:21:00 PM
From: Robert Stewart   of 385
 
John,

As another attempt to be fair I am relaying the following which has been forwarded to me by someone just now:

<<<<<UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934
Date of Report: January 27, 1997

COMMISSION FILE NUMBER: 0-19064

NEMDACO, INC.
----------------------------------------------------
Exact name of Registrant as specified in its charter

Colorado 84-1027731
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

9 Buckskin Road,
Bell Canyon, California 91307
Address of principal executive offices Zip Code

Registrant's telephone number, including area code: (818) 884-4770

Former name, former address and former fiscal year,
if changed since last report:


ITEM 1: NOTICE REGARDING ACQUISITION of GULFPAC U.S.A.

The Corporation advises that Nemdaco Energy Resources a Nevada Corporation
in organization it has entered in to an agreement with Gulfpac, U.S.A. a
privately held California corporation to acquire all of Gulfpac's assets and
Subsidiaries for 6,120,000 shares of Nemdaco Energy Resources Common Stock
representing fifty one (51%) of the issued and outstanding shares of the
Company.

Gulfpac U.S.A. is the owner of sixty five (65%) of a Joint Venture with
SKKPJ (TANAH MERAH) DEVELOPMENT SDN BHD that has received permits to explore,
develop and manage oil and gas properties in the Northeastern portion of the
oil and gas rich Malaysian Peninsula. Further, the Joint Venture has the
Permits to build and manage a 120,000b/d oil refinery on it's property.

The Company intends to raise up to $5,000,000 to finance the ongoing
operations of Nemdaco Energy Resources/Gulfpac U.S.A. Through the sale of
2,500,000 shares of Nemdaco Energy Resources/Gulfpac U.S.A. Common Stock
through a Private Placement of said shares. Further the Company intends to
register the shares for the investors, said registration to take place within
six months of the close of the proposed offering.

ITEM 2: DIVIDEND DECLARATION:

The Company advises that the Board of Directors has declared a Dividend
of one (1) share of the Company's wholly owned Nemdaco Attache Communications,
a Nevada Corporation, for each four (4) shares of the Company's common stock
owned on the record date, to all Nemdaco shareholders of record on
February 28, 1997 the record date.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.

NEMDACO, INC.
(Registrant)

/S/ Jeff Bender
By: Jeff Bender
Chairman of the Board of Directors
Date: January 27, 1997 >>>>>


I hope for everyones sake that this will be one of those ventures that can make the difference leading to viability. Time will tell. Since this was submitted to the Edgar system by Jeff Bender the credibility is boosted. Question is why does the market not react? It may be that the market has now learned to react only to cash in hand as in earnings when it comes to NMDO.

Marlin
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