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 of
                                      1934



                       Date of Report: September 19, 1996


                         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.)


1801 Avenue of the Stars, 6th Floor, Los Angeles CA           90067
- ---------------------------------------------------        -----------
Address of principal executive offices                       Zip Code

Registrant's telephone number, including area code:  (310) 553-7755

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


                                        

<PAGE>

 ITEM :  CHANGES TO COMPANY OPERATIONS AND BUSINESS INTERESTS:
         -----------------------------------------------------
 
WestGroup Management Resources, Inc.

In August 1996 the  Corporation  entered  into an Assets  Purchase  Agreement to
acquire all the assets and ongoing business  operations of WestGroup  Management
Resources,  Inc.  ("WestGroup")  a Nevada company engaged in the manufacture and
distribution of proprietary  management and data warehouse software systems.  On
September  18,  1996 the  Corporation  was  served  notice  that  WestGroup  had
terminated  the Asset  Purchase  Agreement due to failure of the  Corporation to
secure an initial  financing for WestGroup in strict accordance with the payment
schedules of the  Agreement.  WestGroup has indicated  that it may reinstate the
Asset  Purchase  Agreement in the event that  Corporation is able to evidence to
the satisfaction of WestGroup that such initial financing is available, together
with the  Corporation's  ability to meet the full  financing  required under the
Agreement.  Corporation  will  continue in its attempts to secure  financing for
this  potential  acquisition  entity,  but can not provide any assurance at this
time that it will have success in this endeavor.


<PAGE>



                                   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/  GARY LARKIN
                                         ---------------------------------------
                                         By:  Gary Larkin
                                              President


Date:  September 19, 1996
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3152}]
{"company-data": {"conformed-name": "NEMDACO INC", "cik": "0000793036", "assigned-sic": "7371", "irs-number": "841027731", "state-of-incorporation": "CO", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19064", "film-number": "96632311"}, "business-address": {"street1": "1801 AVENUE OF THE STARS", "street2": "6TH FLOOR", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3107885798"}, "mail-address": {"street1": "1801 AVENUE OF THE STARS", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}, "former-company": [{"former-conformed-name": "TRACKS INTERNATIONAL INC", "date-changed": "19900110"}, {"former-conformed-name": "FPG INC", "date-changed": "19860908"}]}
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 of
                                      1934

                       Date of Report: September 19, 1996

                         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.)

1801 Avenue of the Stars, 6th Floor, Los Angeles CA           90067
- ---------------------------------------------------        -----------
Address of principal executive offices                       Zip Code

Registrant's telephone number, including area code:  (310) 553-7755

Former name, former address and former fiscal year, if changed
since last report:  NA
ITEM :  CHANGES TO COMPANY OPERATIONS AND BUSINESS INTERESTS:
         -----------------------------------------------------
 
WestGroup Management Resources, Inc.

In August 1996 the  Corporation  entered  into an Assets  Purchase  Agreement to
acquire all the assets and ongoing business  operations of WestGroup  Management
Resources,  Inc.  ("WestGroup")  a Nevada company engaged in the manufacture and
distribution of proprietary  management and data warehouse software systems.  On
September  18,  1996 the  Corporation  was  served  notice  that  WestGroup  had
terminated  the Asset  Purchase  Agreement due to failure of the  Corporation to
secure an initial  financing for WestGroup in strict accordance with the payment
schedules of the  Agreement.  WestGroup has indicated  that it may reinstate the
Asset  Purchase  Agreement in the event that  Corporation is able to evidence to
the satisfaction of WestGroup that such initial financing is available, together
with the  Corporation's  ability to meet the full  financing  required under the
Agreement.  Corporation  will  continue in its attempts to secure  financing for
this  potential  acquisition  entity,  but can not provide any assurance at this
time that it will have success in this endeavor.
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/  GARY LARKIN
                                         ---------------------------------------
                                         By:  Gary Larkin
                                              President

Date:  September 19, 1996