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 (Date of earliest event reported): September 27, 1996


                               DeNovo Corporation
             (Exact name of registrant as specified in its charter)


Ontario, Canada                     0-16355                      98-0082860
(State or other jurisdiction      (Commission                  (IRS Employer  
of incorporation)                 File Number)              Identification No.)


               214 Brazilian Ave., Suite 400, Palm Beach, FL 33480
             (Address of principal executive offices)    (Zip Code)    
  
                                 (561) 659-0121
               Registrant's telephone number, including area code


                                       ---
         (Former name or former address, if changed since last report.)




Total Number of Pages: 10
Exhibit Index appears on page: 3 

Item 5.  Other Events.

      On May 9, 1996, the Nasdaq Department of Market Services ("Nasdaq") issued
a letter to DeNovo Corporation (the "Company") setting forth the Company's
alleged failure to comply with the continued listing minimum bid price
requirement for its common stock or the alternative minimum capital and surplus
and public float requirements.  The minimum bid price requirement is $1.00 per
share; the alternative capital and surplus and public float requirements are a
minimum of $2,000,000 capital and surplus, and a minimum market value of the
public float of $1,000,000.  The letter stated that the Company must demonstrate
compliance with either of these requirements on or before August 6, 1996, or
submit to the Nasdaq by that date its proposal(s) for achieving compliance.

      The Company filed a Form 8-K dated August 5, 1996 which it believed
evidenced compliance with the alternative capital and surplus requirement as of
June 30, 1996 using certain revenue figures for the month of July which were
estimated.  Nasdaq issued a letter on August 16, 1996 disagreeing with the
Company's assessment and stating that it intended to delist the Company's Common
Stock on August 23, 1996 in part because the results of operations reflected in
the August 5, 1996 Form 8-K reflected projected operations for the month of
July, 1996.  The Company then filed a notice of appeal of Nasdaq's decision.  A 
hearing was held regarding the issue at the Nasdaq on September 12, 1996.  
Subsequent to the hearing, the Nasdaq granted the Company an exception which
requires the Company to make a public filing with the Securities and Exchange
Commission and Nasdaq on or before September 30, 1996.  The filing must contain
an August 31, 1996 statement of operations and a corresponding balance sheet
with pro forma adjustments to reflect any subsequent, significant events.  The
filing must also evidence compliance with all Nasdaq criteria necessary for
continued inclusion under the alternative capital and surplus and market float
rule. This Form 8-K is being filed to meet the foregoing requirements pursuant
to said exception.  The other requirements of the exception have been met by the
Company's issuing and providing to the Nasdaq a press release describing the
conditional listing and the Company's providing to the Nasdaq a copy of its 
definitive proxy materials filed with the SEC.

      The market value of the Company's public float as of September 26, 1996
was $5,176,680.  This figure was calculated by multiplying the number of shares
in the public float, 15,059,432, times the closing bid price of $0.34375.  The
number of shares in the public float is the total number of issued and 
outstanding shares less certain shares held by insiders.

      In the hearing with the Nasdaq, the Company outlined its procedures in
process to go forward with a 1 for 20 reverse split of shares of common stock as
part of its long term plan to achieve compliance with the $1 per share minimum
bid requirement.  The Company noted that a proxy for shareholder approval of the
reverse split has already been filed with the SEC.  In its letter following the
hearing which granted the exception subject to compliance with requirements
detailed herein, the Nasdaq responded that "the reverse split would be a
positive step toward ensuring long term compliance."

      Attached as part of this Form 8-K and incorporated herein by reference is
the DeNovo Corporation and Subsidiaries Unaudited Pro Forma Consolidated Balance
Sheet as of August 31, 1996 (the "Balance Sheet") and the related Unaudited
Consolidated Income Statement and Unaudited Pro Forma Consolidated Statement of
Changes of Shareholders' Equity for the eight months then ended.  Such Balance 
Sheet sets forth historic balance sheet data as of August 31, 1996 and pro forma
transactions and adjustments thereto.  The financial statements include actual
consolidated results of operations of the Company and its subsidiaries for the
eight months ended August 31, 1996, as well as results of the consummation of
the Company's purchase of substantially all of the assets and operations of
Dugent Publishing Corp., which occurred on September 6, 1996.

      This information is provided solely for the purpose of complying with the
requirements delineated by the Nasdaq pursuant to the exception recently granted
to the Company.  This information is not intended to be used by the investing
public.  Insofar as the Company has not provided comparable balance sheet and
pro forma information as of August 31, 1995, the information is of limited use
to the investing public.

Item 7.  Financial Statements and Exhibits.

      The following financial statements and exhibits are filed as a part of 
this report:

(b) Pro Forma Financial Statements.
 
Unaudited Pro Forma Consolidated Balance Sheet
Unaudited Pro Forma Consolidated Income Statement
Unaudited Pro Forma Consolidated Statement of Changes in Shareholders' Equity
Notes to Unaudited Pro Forma Consolidated Balance Sheet




(c)  Exhibits.

      Exhibit 99.1      Letter from Nasdaq Stock Market, Inc. to the Company
                        dated September 18, 1996.

                                   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 hereunto duly authorized.

                                             DeNovo Corporation


Date: September 27, 1996                     By: /s/ Michael D. Herman         
                                             Michael D. Herman, President


EXHIBIT INDEX 

99.1  Letter from Nasdaq Stock Market, Inc. dated September 18, 1996     Page 8



<TABLE>
                      DeNovo Corporation and Subsidiaries

                Unaudited Pro Forma Consolidated Balance Sheet

                                 August 31, 1996

<S>                                     <C>                 <C>                <C>
ASSETS
                                                                Pro Forma
                                               Actual      Transactions &            Pro Forma
                                                as of         Adjustments                as of
                                      August 31, 1996           Dr. (Cr.)      August 31, 1996

Current assets                           $  1,671,290       $     677,003         $  2,348,293
                                                            
Property, plant and equipment, net          1,746,050              75,000            1,821,050        

Other assets                                6,378,648           6,247,997           12,626,645

TOTAL ASSETS                             $  9,795,988       $   7,000,000         $ 16,795,988


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities                      $  1,905,690       $                     $  1,905,690

Notes payable                               5,000,000          (4,000,000)           9,000,000

SHAREHOLDERS' EQUITY
Series A Preference Shares                     28,923                                   28,923
Series C Preference Shares                    739,696                                  739,696
Series D Preference Shares                         -           (1,200,000)           1,200,000
Series E Preference Shares                         -           (1,800,000)           1,800,000
Common stock                                7,780,570                                7,780,570         
Accumulated deficit                        (5,658,891)                              (5,658,891)
                                                                                             

TOTAL SHAREHOLDERS' EQUITY                  2,890,298          (3,000,000)           5,890,298          
 

TOTAL LIABILITIES AND 
  SHAREHOLDERS' EQUITY                    $ 9,795,988        $ (7,000,000)        $ 16,795,988        


See accompanying notes to financial statements.
</TABLE>




<TABLE>
                       DeNovo Corporation and Subsidiaries

               Unaudited Consolidated Pro Forma Income Statement
                   For the Eight Months Ended August 31, 1996

<S>                                   <C>                  <C>                 <C>
                                                                Pro Forma
                                                           Transactions &            Pro Forma
                                               Actual         Adjustments                as of
                                      August 31, 1996           Dr. (Cr.)      August 31, 1996

Net sales                                $ 3,699,455        $                    $ 3,699,455

Cost of sales                              1,878,802                               1,878,802

Gross profit                               1,820,653                               1,820,653


Operating expenses                         1,114,560                               1,114,560
Non-recurring operating expenses             295,048                                 295,048

Income from operations                       411,045                                 411,045

Other income (expense):
Gain on disposition of subsidiary            415,257                                 415,257
Interest and other expense                  (525,676)                               (525,676)

   Total other income (expense)             (110,419)                               (110,419)

Income before taxes                          300,626                                 300,626

Provision for income taxes                        -                                       -

Net income                               $   300,626        $                     $  300,626


See accompanying notes to financial statements.

</TABLE>



<TABLE>

                                          DeNovo Corporation and Subsidiaries
                                         
                      Unaudited Pro Forma Consolidated Statement of Changes in Shareholders' Equity

                                     For the Eight Months Ended August 31, 1996                
           
                                                 Unaudited  
                                                                                                                            
                                                               Pro Forma                           
               Preferred Stock      Preferred Stock         Preferred Stock                                       
                 Series A             Series C              Series D and E          Common Stock                      Net
              Shares   Amount     Shares     Amount      Shares      Amount      Shares      Amount     Deficit       Equity
<S>          <C>     <C>      <C>         <C>          <C>        <C>          <C>         <C>         <C>          <C>

Balance 
as of 
Jan. 1, 1996  32,500  $28,923   1,100,000   $  739,696       -     $    -       4,449,421   $4,258,755  $(5,959,517)  $ (932,143) 

Issuance of 
Common Stock       -        -           -            -       -          -      11,552,509   $3,521,815            -    3,521,815

Issuance of 
Series D
Pref'd Stock       -        -           -            -     1,200    1,200,000           -            -            -    1,200,000

Issuance of 
Series E
Pref'd Stock       -        -           -            -     1,800    1,800,000           -            -            -    1,800,000

Net Income         -        -           -            -         -            -           -            -      300,626      300,626    

Pro Forma
Balance 
as of 
Aug.31, 1996  32,500  $28,923   1,100,000   $  739,696     3,000   $3,000,000  16,001,930   $7,780,570  $(5,658,891)  $5,890,298 

See accompanying notes to financial statements.

</TABLE>



                       DeNovo Corporation and Subsidiaries

               Notes to Unaudited Pro Forma Consolidated Balance Sheet


1.   Unaudited Pro Forma Transaction

The Unaudited Pro Forma Consolidated Balance Sheet of DeNovo Corporation and
Subsidiaries reflects the following transaction.

On September 6, 1996, DeNovo Corporation purchased substantially all of the
assets and operations of Dugent Publishing Corporation.  The following entry
adjusts the actual consolidated balance sheet amounts as of August 31, 1996, to
include the effect of the acquisition of the Dugent assets and operations as if
the transaction had occurred on August 31, 1996.

The adjustment included in the unaudited pro forma consolidated balance sheet is
as follows:

      (1)   To record the purchase of substantially all of the assets and
operations of Dugent Publishing Corporation.

<TABLE>
<S>                                                         <C>                 <C>                
                                                                       DR.                 CR.       
                                 

      Current assets (accounts receivable)                   $    677,003         $
      Equipment                                                    75,000
      Other assets (trademarks and copyrights)                  6,247,997
          Notes payable                                                               4,000,000
          Series D preferred shares                                                   1,200,000
          Series E preferred shares                                                   1,800,000


                                                             $  7,000,000          $  7,000,000
</TABLE>

2.   Provision for Income Taxes

There is no provision for income taxes in the consolidated income statement
because DeNovo Corporation has substantial net operating losses available for
income tax purposes to offset gain on sale of its wholly owned subsidiary,
Teleconcepts, Inc. ("TCI").  TCI was in the retail telephone business and DeNovo
is now entirely in the publishing industry.  Under IRS regulations, income
related to the disposition of the telephone business may be offset by the net
operating losses of that business, but income generated under the new business
would be taxable.  As of August 31, 1996 the gain on sale of subsidiary portion
of income exceeds consolidated net income; accordingly, no provision for income
tax is provided for the eight months ended August 31, 1996.

3.   Non-recurring operating expenses

Non-recurring operating expenses consist of professional fees and related
acquisition costs associated with the $7 million acquisition detailed herein and
another acquisition on March 29, 1996, of $7 million consisting of the assets
and operations of another acquired business.
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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 (Date of earliest event reported): September 27, 1996

                               DeNovo Corporation
             (Exact name of registrant as specified in its charter)

Ontario, Canada                     0-16355                      98-0082860
(State or other jurisdiction      (Commission                  (IRS Employer  
of incorporation)                 File Number)              Identification No.)

               214 Brazilian Ave., Suite 400, Palm Beach, FL 33480
             (Address of principal executive offices)    (Zip Code)    
  
                                 (561) 659-0121
               Registrant's telephone number, including area code

                                       ---
         (Former name or former address, if changed since last report.)

Total Number of Pages: 10
Exhibit Index appears on page: 3 

Item 5.  Other Events.

      On May 9, 1996, the Nasdaq Department of Market Services ("Nasdaq") issued
a letter to DeNovo Corporation (the "Company") setting forth the Company's
alleged failure to comply with the continued listing minimum bid price
requirement for its common stock or the alternative minimum capital and surplus
and public float requirements.  The minimum bid price requirement is $1.00 per
share; the alternative capital and surplus and public float requirements are a
minimum of $2,000,000 capital and surplus, and a minimum market value of the
public float of $1,000,000.  The letter stated that the Company must demonstrate
compliance with either of these requirements on or before August 6, 1996, or
submit to the Nasdaq by that date its proposal(s) for achieving compliance.

      The Company filed a Form 8-K dated August 5, 1996 which it believed
evidenced compliance with the alternative capital and surplus requirement as of
June 30, 1996 using certain revenue figures for the month of July which were
estimated.  Nasdaq issued a letter on August 16, 1996 disagreeing with the
Company's assessment and stating that it intended to delist the Company's Common
Stock on August 23, 1996 in part because the results of operations reflected in
the August 5, 1996 Form 8-K reflected projected operations for the month of
July, 1996.  The Company then filed a notice of appeal of Nasdaq's decision.  A 
hearing was held regarding the issue at the Nasdaq on September 12, 1996.  
Subsequent to the hearing, the Nasdaq granted the Company an exception which
requires the Company to make a public filing with the Securities and Exchange
Commission and Nasdaq on or before September 30, 1996.  The filing must contain
an August 31, 1996 statement of operations and a corresponding balance sheet
with pro forma adjustments to reflect any subsequent, significant events.  The
filing must also evidence compliance with all Nasdaq criteria necessary for
continued inclusion under the alternative capital and surplus and market float
rule. This Form 8-K is being filed to meet the foregoing requirements pursuant
to said exception.  The other requirements of the exception have been met by the
Company's issuing and providing to the Nasdaq a press release describing the
conditional listing and the Company's providing to the Nasdaq a copy of its 
definitive proxy materials filed with the SEC.

      The market value of the Company's public float as of September 26, 1996
was $5,176,680.  This figure was calculated by multiplying the number of shares
in the public float, 15,059,432, times the closing bid price of $0.34375.  The
number of shares in the public float is the total number of issued and 
outstanding shares less certain shares held by insiders.

      In the hearing with the Nasdaq, the Company outlined its procedures in
process to go forward with a 1 for 20 reverse split of shares of common stock as
part of its long term plan to achieve compliance with the $1 per share minimum
bid requirement.  The Company noted that a proxy for shareholder approval of the
reverse split has already been filed with the SEC.  In its letter following the
hearing which granted the exception subject to compliance with requirements
detailed herein, the Nasdaq responded that "the reverse split would be a
positive step toward ensuring long term compliance."

      Attached as part of this Form 8-K and incorporated herein by reference is
the DeNovo Corporation and Subsidiaries Unaudited Pro Forma Consolidated Balance
Sheet as of August 31, 1996 (the "Balance Sheet") and the related Unaudited
Consolidated Income Statement and Unaudited Pro Forma Consolidated Statement of
Changes of Shareholders' Equity for the eight months then ended.  Such Balance 
Sheet sets forth historic balance sheet data as of August 31, 1996 and pro forma
transactions and adjustments thereto.  The financial statements include actual
consolidated results of operations of the Company and its subsidiaries for the
eight months ended August 31, 1996, as well as results of the consummation of
the Company's purchase of substantially all of the assets and operations of
Dugent Publishing Corp., which occurred on September 6, 1996.

      This information is provided solely for the purpose of complying with the
requirements delineated by the Nasdaq pursuant to the exception recently granted
to the Company.  This information is not intended to be used by the investing
public.  Insofar as the Company has not provided comparable balance sheet and
pro forma information as of August 31, 1995, the information is of limited use
to the investing public.

Item 7.  Financial Statements and Exhibits.

      The following financial statements and exhibits are filed as a part of 
this report:

(b) Pro Forma Financial Statements.
 
Unaudited Pro Forma Consolidated Balance Sheet
Unaudited Pro Forma Consolidated Income Statement
Unaudited Pro Forma Consolidated Statement of Changes in Shareholders' Equity
Notes to Unaudited Pro Forma Consolidated Balance Sheet

(c)  Exhibits.

      Exhibit 99.1      Letter from Nasdaq Stock Market, Inc. to the Company
                        dated September 18, 1996.

                                   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 hereunto duly authorized.

                                             DeNovo Corporation

Date: September 27, 1996                     By: /s/ Michael D. Herman         
                                             Michael D. Herman, President

EXHIBIT INDEX 

99.1  Letter from Nasdaq Stock Market, Inc. dated September 18, 1996     Page 8

                      DeNovo Corporation and Subsidiaries

                Unaudited Pro Forma Consolidated Balance Sheet

                                 August 31, 1996
ASSETS
                                                                Pro Forma
                                               Actual      Transactions &            Pro Forma
                                                as of         Adjustments                as of
                                      August 31, 1996           Dr. (Cr.)      August 31, 1996

Current assets                           $  1,671,290       $     677,003         $  2,348,293
                                                            
Property, plant and equipment, net          1,746,050              75,000            1,821,050        

Other assets                                6,378,648           6,247,997           12,626,645

TOTAL ASSETS                             $  9,795,988       $   7,000,000         $ 16,795,988

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities                      $  1,905,690       $                     $  1,905,690

Notes payable                               5,000,000          (4,000,000)           9,000,000

SHAREHOLDERS' EQUITY
Series A Preference Shares                     28,923                                   28,923
Series C Preference Shares                    739,696                                  739,696
Series D Preference Shares                         -           (1,200,000)           1,200,000
Series E Preference Shares                         -           (1,800,000)           1,800,000
Common stock                                7,780,570                                7,780,570         
Accumulated deficit                        (5,658,891)                              (5,658,891)
                                                                                             

TOTAL SHAREHOLDERS' EQUITY                  2,890,298          (3,000,000)           5,890,298          
 

TOTAL LIABILITIES AND 
  SHAREHOLDERS' EQUITY                    $ 9,795,988        $ (7,000,000)        $ 16,795,988        

See accompanying notes to financial statements.
DeNovo Corporation and Subsidiaries

               Unaudited Consolidated Pro Forma Income Statement
                   For the Eight Months Ended August 31, 1996
Pro Forma
                                                           Transactions &            Pro Forma
                                               Actual         Adjustments                as of
                                      August 31, 1996           Dr. (Cr.)      August 31, 1996

Net sales                                $ 3,699,455        $                    $ 3,699,455

Cost of sales                              1,878,802                               1,878,802

Gross profit                               1,820,653                               1,820,653

Operating expenses                         1,114,560                               1,114,560
Non-recurring operating expenses             295,048                                 295,048

Income from operations                       411,045                                 411,045

Other income (expense):
Gain on disposition of subsidiary            415,257                                 415,257
Interest and other expense                  (525,676)                               (525,676)

   Total other income (expense)             (110,419)                               (110,419)

Income before taxes                          300,626                                 300,626

Provision for income taxes                        -                                       -

Net income                               $   300,626        $                     $  300,626

See accompanying notes to financial statements.
DeNovo Corporation and Subsidiaries
                                         
                      Unaudited Pro Forma Consolidated Statement of Changes in Shareholders' Equity

                                     For the Eight Months Ended August 31, 1996                
           
                                                 Unaudited  
                                                                                                                            
                                                               Pro Forma                           
               Preferred Stock      Preferred Stock         Preferred Stock                                       
                 Series A             Series C              Series D and E          Common Stock                      Net
              Shares   Amount     Shares     Amount      Shares      Amount      Shares      Amount     Deficit       Equity
Balance 
as of 
Jan. 1, 1996  32,500  $28,923   1,100,000   $  739,696       -     $    -       4,449,421   $4,258,755  $(5,959,517)  $ (932,143) 

Issuance of 
Common Stock       -        -           -            -       -          -      11,552,509   $3,521,815            -    3,521,815

Issuance of 
Series D
Pref'd Stock       -        -           -            -     1,200    1,200,000           -            -            -    1,200,000

Issuance of 
Series E
Pref'd Stock       -        -           -            -     1,800    1,800,000           -            -            -    1,800,000

Net Income         -        -           -            -         -            -           -            -      300,626      300,626    

Pro Forma
Balance 
as of 
Aug.31, 1996  32,500  $28,923   1,100,000   $  739,696     3,000   $3,000,000  16,001,930   $7,780,570  $(5,658,891)  $5,890,298 

See accompanying notes to financial statements.
DeNovo Corporation and Subsidiaries

               Notes to Unaudited Pro Forma Consolidated Balance Sheet

1.   Unaudited Pro Forma Transaction

The Unaudited Pro Forma Consolidated Balance Sheet of DeNovo Corporation and
Subsidiaries reflects the following transaction.

On September 6, 1996, DeNovo Corporation purchased substantially all of the
assets and operations of Dugent Publishing Corporation.  The following entry
adjusts the actual consolidated balance sheet amounts as of August 31, 1996, to
include the effect of the acquisition of the Dugent assets and operations as if
the transaction had occurred on August 31, 1996.

The adjustment included in the unaudited pro forma consolidated balance sheet is
as follows:

      (1)   To record the purchase of substantially all of the assets and
operations of Dugent Publishing Corporation.
DR.                 CR.       
                                 

      Current assets (accounts receivable)                   $    677,003         $
      Equipment                                                    75,000
      Other assets (trademarks and copyrights)                  6,247,997
          Notes payable                                                               4,000,000
          Series D preferred shares                                                   1,200,000
          Series E preferred shares                                                   1,800,000

                                                             $  7,000,000          $  7,000,000
2.   Provision for Income Taxes

There is no provision for income taxes in the consolidated income statement
because DeNovo Corporation has substantial net operating losses available for
income tax purposes to offset gain on sale of its wholly owned subsidiary,
Teleconcepts, Inc. ("TCI").  TCI was in the retail telephone business and DeNovo
is now entirely in the publishing industry.  Under IRS regulations, income
related to the disposition of the telephone business may be offset by the net
operating losses of that business, but income generated under the new business
would be taxable.  As of August 31, 1996 the gain on sale of subsidiary portion
of income exceeds consolidated net income; accordingly, no provision for income
tax is provided for the eight months ended August 31, 1996.

3.   Non-recurring operating expenses

Non-recurring operating expenses consist of professional fees and related
acquisition costs associated with the $7 million acquisition detailed herein and
another acquisition on March 29, 1996, of $7 million consisting of the assets
and operations of another acquired business.