Nemdaco Inc – ‘SC 14F1’ on 6/9/98 re: Nemdaco Inc

As of:  Tuesday, 6/9/98   ·   Accession #:  1020568-98-22   ·   File #:  5-54165

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Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          5±    19K 


SECURITIES  EXCHANGE  COMMISSION
Washington,  D. C. 20549

FORM 14f

NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS                 
WITHOUT MEETING 

Pursuant to Section 14 (f) of the Securities Exchange Act of 1934 

Date  of  Designation : 10 days after the date of filing of this Notice and     
transmittal thereof to the Registrants shareholders.                            

Commission  File  number: 0-19064 

NEMDACO, INC. 
(Exact name of registrant as specified in its charter)  

Colorado                                     84-1027731                   
(State or Other Jurisdiction                   (I.R.S.Employer                  
of incorporation or organization)               Identification Number)          

9 Buckskin Road, Bell Canyon, CA  91307 
(Address of principal Executive Offices, Zip Code)

Registrants telephone number, including area code: (818) 884-4770 

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 

Voting Shares Outstanding                                                       

As of April 28, 1998, there were 11,675,818 voting shares of the Registrants    
$.01 par value common stock outstanding, its only class of voting securities,   
each share entitling the holder thereof to one vote.                            

Security Ownership of Certain Beneficial Owners and Management                  

As of May 18, 1998 the following persons were known by the Registrant to own or 
control beneficially more than five percent of the outstanding $.001 par value  
common stock, its only class of voting stock.  The table below also sets forth  
the total number of shares of the Registrants outstanding voting stock owned    
by its officers and directors and by persons designated to become directors.    

Name and Address of      Number of Shares Owned                                 
Beneficial Owner         Beneficially and of Record         Percent of Class    
------------------                                                              
William D. Dane              0            0                               0%*   

Stanley Schulman         9,000        9,000               .0008%      .0002%*   

Al-Pal, Inc. Minority                                                           
Shareholders as a Group,                                                        
consisting of 26                                                                
shareholders                 0    2,472,374*                  0        6.74%*   

Euro Capital                                                                    
Services Limited             0    2,500,000*                  0        6.82%*   

STES Quadra Limited          0    2,500,000*                  0        6.82%*   

Janet J.  Cipollo  ( 1 )     0   16,835,359*                  0       45.9%*    

Randall D. Uselman  ( 1 )    0      673,311*                  0        1.84%*   

Robert L.  Andes ( 1 )       0      750,000*                  0        2.04%*   

*  Post Transaction (after completion of AL-Pal inc., Acquisition               
described herein below)                                                         

( 1 )  Director Designee                                                      

Changes in Control of Registrant:                                               

On May 12, 1998  the Board of Directors of the Company approved the Asset     
Purchase Agreement dated  April 17,  1998, between the Company and Al-Pal,      
Inc., a Georgia Corporation  to acquire all of Al-Pals assets and liabilities   
for 20,000,000 million shares of the Companys common stock which consisted of   
63.14% of the then outstanding common stock.                                    

Upon the effectiveness of the  appointment of Janet J. Cipollo, and Messrs.   
Randall Uselman and Robert L. Andes as Directors of the Company the Registrant  
will apply to the State of Colorado to have its authorized capital stock        
increased from 12,000,000 common voting shares to 100,000,000 million common    
voting shares.  This increase in authorized capital shares is required by the   
Registrant to complete the proposed transaction with Al-Pal of Georgia, Inc.    

16,835,359, 45.9% of the common voting shares of the Registrant to be issued  
upon the effectiveness of the  appointment of Janet J. Cipollo, and Messrs.     
Randall Uselman and Robert L. Andes as Directors of the Company, will be        
beneficially owned by Andrew Cipollo and Janet J. Cipollo.                      

The Al-Pal transaction will result in the issuance of 25,000,000 shares       
(68.16%) of the registrants common voting stock.                                

DIRECTORS AND EXECUTIVE OFFICERS

The current Directors and Executive officers of the Registrant are:             

Stanley Schulman   Director President and Secretary 
William D. Dane    Director                         

Adverse Interests and Legal proceedings                                         

Adverse interests                                                               

No current director or future director, officer, or affiliate of the          
Registrant, five percent holder of any class of voting securities of the        
Registrant , nor any associate of the above, is a party adverse to the          
Registrant or has a material interest adverse to the Registrant.                

Legal Proceedings                                                               

(a) Pending non-governmental legal proceedings:                               

None                                                                          

(b)Pending governmental legal proceedings:                                    

In the matter of Nemdaco, Inc.,    File No. HO-3305                           

The Securities and Exchange Commission (SEC) pursuant to an SEC formal order  
of investigation has commenced an inquiry into, among other things, whether or  
not the Company and others, directly or indirectly, in the connection with the  
offer, purchase or sale of securities for the Company, may have employed        
devices, schemes and artifices to defraud and/or may have engaged in acts,      
practices, or courses of business which operate as a fraud regarding the        
business activities and prospects of the Company.  it is managements opinion    
that the investigation is without merit and expect to resolve the inquiry       
informally.                                                                     

Management                                                                  

Identification of Directors to be appointed without shareholder meeting       

Upon consummation of the Al-Pal of Georgia transaction, but in no event sooner
then ten days after the filing of this Form and Notice to shareholders Stanley  
Schulman one of the present Officers and Director of the Company will resign    
effective upon consummation of the transaction.                                 

The persons nominated to be directors of the Registrant and their ages          
are:                                                                            

Name                            Age                                           
Janet J. Cipollo                 52                                           
Randall Uselman                  47                                           
Robert L. Andes                  68                                           

There is at this time no formal arrangement for the appointment of persons as 
the Registrant following the appointment of the above individuals as directors  
of the Registrant.  Janet J. Cipollo has been appointed as president and        
Secretary Treasure effective June 1, 1998.                                      

Business Experience                                                           

The following is a brief account of the business experience during at least   
the past five years of the persons designated to be new directors of the        
Registrant, indicating  the principal occupation and employment during that     
period by each, and the name and principal business of the organizations by     
which they were employed.                                                       

Janet J. Cipollo has been  the President of Empire Holdings Corporation since 
1990.  From 1988 to the end of 1990 she was the President of Opticon, Inc.,  a  
consulting and marketing firm based in falls Church, VA and Las Vages , NV.     
From 1980 to 1988 Ms. Cipollo was President of Opti-Lab  a wholesale supplier   
of products to Optical Businesses in Nevada and Southern California.  Ms.       
Cipollo is an accredited speaker for the Opticians Association of America, the  
American Optometric Association, and the Guild of Prescription Opticians.  She  
has received numerous awards and credits in the field of Optometry.             

Randall D. Uselman started and has been the President of J R Dean Company     
from April 1996. In 1978 he Co- founded and was President of Uselman            
Construction Co., Inc.  he sold his interest in Uselman Construction Co 1996.   
Mr. Uselman was Vice President and a Member of the Board of Directors of        
Absolute Filter, Inc. from 1989 through 1997. Mr.  Uselman attended Ricks       
Collage, Rexburg Idaho and the University of Colorado at Bolder, Colorado, He   
graduated from Brigham Young University in 1977 with a B.A. in communications.  

Robert L.  Andes has a background in  Energy, Insurance, Banking and Real     
Estate Development.  Mr. Andes was a member of the Board of Western Bank from   
1979 to 1982 when he resigned to become the majority shareholder and Chairman   
of San  Juan Bank until it was merged with First national Bank of Farmington,   
NM, in 1988.  Mr. Andes was Chairman of the Board and Majority shareholder of   
Western States Insurance Company which he sold to - 4 - Four Corners Insurance  
in 1986.  His Background in the Energy business includes the ownership and      
operation of Shiprock Transport from 1985 to 1997 when he sold the Company to   
M&R Trucking.  Among his real estate ventures Mr. Andes was the Joint Venture   
Partner in the acquisition of the Montgomery plaza Mall, Albuquerque NM with    
Tramel Crow Associates. He has built and developed numerous large properties in 
the Southwestern United States.                                                 

No appointee for a director position has been subject of any civil regulatory 
proceeding or any criminal proceeding.                                          

Transactions with Management and Others                                       

There were no transactions or series of transactions during the Registrant's  
last fiscal year or the current fiscal year, or any currently proposed          
transactions or series of transactions of the remainder of the fiscal year, in  
which the amount involved exceeds $60,000 and in which to the knowledge of the  
Registrant, any director, executive officer, nominee, future director, five     
percent shareholder, or any member of the immediate family of the foregoing     
persons, have or will have a direct Or indirect material interest except as set 
forth below.  In addition, none of the foregoing persons have been indebted to  
the Registrant during such periods in an amount exceeding $60,000.              

Al-Pal of Georgia, Inc., 20,000,000*  shares are to be issued for all of      
Al-Pals assets and Liabilities. 16,835,359, 45.9% of the common voting shares   
of the Registrant to be issued upon the effectiveness of the  appointment of    
Janet J. Cipollo, and Messrs. Randall Uselman and Robert L. Andes as Directors  
of the Company, will be beneficially owned by Andrew Cipollo and Janet J.       
Cipollo.                                                                        

Euro Capital Services Limited, 2,500,000* for services rendered the company in
its efforts to acquire the SS Vancouver.                                        

STES Quadra Limited, 2,500,000* for services rendered the company in its      
efforts to acquire the SS Quadra.                                               

* To be issued upon completion of the Al-Pal transaction.                     

Shares will be issued to the following shareholders who will own 5% or more of  
total shares on consummation of the Al-Pal of Georgia transaction, which is to  
be completed upon appointment of Janet J. Cipollo, and Messrs. Randall Uselman  
and Robert L. Andes as directors.                                               

  Name                             No. of Shares

Al-Pal of Georgia, Inc.                            20,000,000                 
Euro Capital Services Limited                       2,500,000                 
STES Quadra Limited                                 2,500,000                 

Committees of the Board of Directors                                            

The Registrant has no standing audit, nominating and compensation committees of 
the Board of Directors, or committees performing Similar functions, nor does it 
propose to have the same following the appointment of the new directors.        

Meetings of the Board of Directors                                              

There were irregular meetings of the Registrant's Board of Directors during the 
current fiscal year, or during the past fiscal year, as necessary for the       
reorganization and restructuring to facilitate an acquisition.                  

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS                                

During the Registrant's past fiscal year, and the current fiscal year, no       
executive officer of the Registrant received cash compensation other than       
reimbursement for expenses incurred on behalf of the Registrant, no             
compensation was paid pursuant to a plan, no other type of compensation was     
paid, no director received compensation, and no termination of employment and   
change of control arrangements were implemented other than those set forth      
herein.                                                                         

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as         
amended, the Registrant has duly caused this Notice to be signed on its behalf  
by the undersigned, thereunto duly authorized.                                  

Dated: May 13, 1998                          NEMDACO, INC.                    

                                 by:/s/ Stanley Schulman
                                 President

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14F1’ Filing		Date		Other Filings
Filed on:		6/9/98		8-K
		6/1/98
		5/18/98
		5/13/98
		5/12/98
		4/28/98
		4/17/98
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