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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . .) *
DeMARCO ENERGY SYSTEMS OF AMERICA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
248030-10-8
(CUSIP Number)
Victor DeMarco
P.O. Box 20157
Austin, Texas
512-335-1494
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
1/23/00
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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<TABLE>
<CAPTION>
CUSIP No. 248030-10-B 13D Page ______ of Pages
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<S> <C> <C> <C>
1 Names of Reporting Persons/IRS Identification Nos. of Above Persons (Entities Only)
Victor M. DeMarco
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [x]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
SC, OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States
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Number of 7 Sole Voting Power
7,904,500
Shares
Beneficially
Owned by
Each Reporting
Person With
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8 Shared Voting Power
0
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9 Sole Dispositive Power
7,904,500
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,904,500
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
35.2%
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14 Type of Reporting Person (See Instructions) IN
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</TABLE>
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is Common Stock. The name and address of the principal executive offices
of the issuer of such securities is DeMARCO ENERGY SYSTEMS OF AMERICA, INC.,
12885 Hwy 183, Suite 108-A, Austin, Texas.
ITEM 2. IDENTITY AND BACKGROUND.
or any person enumerated in Instruction C is a natural person, provide
the information specified in (a) through (f) of this Item with respect to such
person(s).
(a) The name of the person filing this statement is Victor M. DeMarco;
(b) Mr. DeMarco's business address is 12885 Hwy 183, Suite 108-A,
Austin, Texas;
(c) Mr. DeMarco's present principal occupation is as President of
Demarco Energy Systems of America, Inc. Mr. DeMarco does not conduct such
employment in any other corporation or other organization;
(d) During the last five years, Mr. DeMarco has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and,
if so, give the dates, nature of conviction, name and location of court, any
penalty imposed, or other disposition of the case;
(e) During the last five years, Mr. DeMarco has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws; and, if so, identify and describe such proceedings
and summarize the terms of such judgment, decree or final order; and
(f) Mr. DeMarco is a United States citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. DeMarco has no plans to make further acquisitions of Common Stock.
He acquired his shares of Common Stock from the Company as part of a 1990
merger/acquisition of DeMarco Energy Systems, Inc. and FountainHead, Inc.
(FountainHead subsequently changed its name to DeMarco Energy Systems of
America, Inc.) Mr. DeMarco received 4.9 million shares at the time of the
merger. The remaining 3,004,500 shares were transferred as part of a estate
planning package by Louis M. DeMarco.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person had no purpose in acquiring shares of common stock
as a consequence of the death of his father. The remainder of the shares were
acquired by the reporting person as part of the 1990 acquisition/merger
described in Item 3 above. The reporting person has no plans and knows of no
proposal which relates to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
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(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuers business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940;
(g) Changes in the issuers charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The reporting person owns 7,904,500 shares of common stock, which
represents approximately 35.2% of all of the issuer's common stock outstanding.
(b) The reporting person has 7,904,500 shares as to which there is sole
power to vote or to direct the vote and the sole power to dispose or to direct
the disposition, or shared power to dispose or to direct the disposition. The
reporting person does not share the power to vote or to direct the vote or to
dispose or direct the disposition any shares of common stock with any person.
(c) The reporting person has effected no transactions in the common
stock during the sixty days preceding the date of this filing.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the common stock
owned by the reporting person..
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The reporting person is not party to any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 31, 2000
(Date)
/s/ Victor M. DeMarco
(Signature)
Victor M. DeMarco
Name/Title)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U. S. C. 1001).
