PROCARE INDUSTRIES LTD
SC 13D, 2000-12-18
PHARMACEUTICAL PREPARATIONS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934


                            ProCare Industries, Ltd.
                            -----------------------
                             a Colorado corporation


                                  Common Stock
                           ---------------------------
                         (Title of Class of Securities)

                                    742680309
                                 ---------------
                                 (CUSIP Number)

                                Robert W. Marsik
                             1960 White Birch Drive
                             Vista, California 92083
               ---------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                               September 30, 2000
              -----------------------------------------------------
             (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  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) 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).


<PAGE>


CUSIP No. 742680309       SCHEDULE 13D                               Page 2 of 5


================================================================================

1    NAME OF REPORTING PERSON (S.S. OR I.R.S. IDENTIFICATION)
           Robert W. Marsik
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ] Yes
                                                                     (b) [X]  No
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS
     N/A
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(D) OR 2(E)                                                         [ ]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     USA
--------------------------------------------------------------------------------
       NUMBER OF          7       SOLE VOTING POWER
        SHARES                         1,000,000 Shares
--------------------------------------------------------------------------------
     BENEFICIALLY         8       SHARED VOTING POWER
       OWNED BY                          337,985 Shares
--------------------------------------------------------------------------------
         EACH             9       SOLE DISPOSITIVE POWER
       REPORTING                       1,000,000 Shares
--------------------------------------------------------------------------------
        PERSON            10      SHARED DISPOSITIVE POWER
         WITH                            337,985 Shares
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
       1,337,985 Shares
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES *
                                                                           [ ]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
       48%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
       IN
================================================================================

<PAGE>

CUSIP No. 742680309       SCHEDULE 13D                               Page 3 of 5

ITEM 1. SECURITY & ISSUER

   Class:     Common Stock ("Shares")

   Issuer:    ProCare Industries, Ltd., 1960 White Birch Drive,
              Vista, California 92083


ITEM 2. IDENTITY & BACKGROUND OF REPORTING PERSON

   (a) Name:             Robert W. Marsik ("Reporting Person")

   (b) Address:          1960 White Birch Drive, Vista, California 92083

   (c) Occupation:       President of Issuer

   (d) Convictions:      Reporting Person has not been convicted in any criminal
                         proceeding.

   (e) Civil  actions:   Reporting  Person is not  subject to a judgment, decree
                         or final order  enjoining  future violations of federal
                         or state securities laws.

   (f) Citizenship:      USA


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

        N/A

ITEM 4: PURPOSE OF TRANSACTION

     Issuer's   securities  were  issued  to  Reporting   Person  as  contingent
compensation to Reporting Person.
<PAGE>

CUSIP No. 742680309       SCHEDULE 13D                               Page 4 of 5


ITEM 5: INTEREST IN SECURITIES OF ISSUER.

     After receiving the 1,000,000  Shares  described in this report,  Reporting
Person:

     (a)  beneficially  owns 1,337,985 Shares, which constitutes 48% of Issuer's
          Shares. Shared ownership in 337,985 with spouse.

     (b)  has the  power to  vote,  direct  the  vote,  dispose  or  direct  the
          disposition of 1,000,000 Shares (36% of Issuer's Shares).

     (c)  has not,  except for the receipt of Shares  described  in this report,
          had any transactions in securities of the Issuer.

     (d)  is the only person who has the right to receive or the power to direct
          the receipt of dividends  from,  or the proceeds from the sale of, the
          Shares beneficially owned by Reporting Person.

     (e)  Not applicable.

ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
        TO SECURITIES OF THE ISSUER.

     Conditional issue, subject to cancellation upon certain conditions.


ITEM 7: MATERIALS TO BE FILED AS EXHIBITS.

     None.



<PAGE>

CUSIP No. 742680309       SCHEDULE 13D                               Page 5 of 5



                                    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.


December 11, 2000                               /s/ Robert W. Marsik
                                                --------------------------------
                                                Robert W. Marsik





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