SEC 1745 (3-98) Potential persons who are to respond to the
collection of information contained in this form are not
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)
*
DATAMETRICS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
238085104
(CUSIP Number)
5/7/99
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x ] Rule 13d-1(b)
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(b)
*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 the disclosures provided
in a prior cover page.
The information required in 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).
CUSIP No. 238085104
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Headwaters Capital, LLC 94-3349598
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
San Francisco, CA
Number of
5. Sole Voting Power 1,000,000
Shares
Beneficial
ly
6. Shared Voting Power
Owned By
Each
Reporting
7. Sole Dispositive Power
Person
With
8. Shared Dispositive Power
9.
Aggregate Amount Beneficially Owned by Each Reporting
Person 1,000,000
10.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
11.
Percent of Class Represented by Amount in Row (11)
5.26%
12.
Type of Reporting Person (See Instructions)
PN
(..continued)
