UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 29, 2002
DEMARCO ENERGY SYSTEMS OF AMERICA, INC.
(Exact name of registrant as specified in charter)
Commission File Number 000-28283
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Utah 87-0392000
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12885 HWY 183, STE 108-A, AUSTIN, TEXAS 78750
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 335-1494
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ITEM 2. Acquisition or Disposition of Assets
On May 29, 2002, DeMarco Energy Systems of America, Inc. (the
"Company") completed a purchase of substantially all of the assets of Baker's
Filter Services, Inc. ("BFS"), based in Waco, Texas. BFS sells, installs and
provides monthly maintenance services on air filters in connection with heating
and air conditioning systems used within commercial businesses. The Company
purchased all of the assets and none of the liabilities of BFS. The purchase
price was $150,000 cash. The source of funds for the purchase was a portion of
the proceeds from the Company's March 26, 2002 sale of $1,000,000 of its 10%
Secured Convertible Debentures to certain institutional investors.
A summary of the assets purchased is as follows:
1. Tools of the trade, trade fixtures and vehicles;
2. Office furniture, fixtures and leasehold improvements;
3. Computers and peripheral equipment;
4. Phone numbers utilized by the business as well as all phones;
5. Contracts currently held in the name of BFS;
6. Customer Lists including all documentation related to existing, past
and prospective customers;
7. Supplies and existing inventory of the business;
8. All of BFS's rights, title and interest in the name "Baker's Filter
Service" and any copyrights, trademarks and patent rights as well as
any trade secret, confidential and proprietary information related to
the business and
9. Goodwill associated with the business.
The Company will initially maintain the BFS name, and will assume the
filter sales, invoicing, accounts receivable and customer service at the
Company's headquarters in Austin, Texas. The Company plans to expand this new
segment of business by acquiring similar companies located in other geographic
areas and franchising the air filter maintenance business for a percentage of
sales to independent distributors who would handle the actual maintenance.
Audited financial statements of BFS are not currently available and are
not included in this filing. The Company will file an amendment to this Form 8-K
within 60 days of this filing that will include the required financial
statements.
ITEM 7 - EXHIBITS
The following exhibits are attached and filed electronically herewith:
Exhibit Number Name of Exhibit
10.05 Baker's Filter Service, Inc. Asset Purchase
Agreement
99.1 Press Release dated June 11, 2002
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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.
(Registrant) DEMARCO ENERGY SYSTEMS OF AMERICA, INC.
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By: /s/ Victor M. DeMarco
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Victor M. DeMarco, President/ Chief
Operating Officer
Date: June 14, 2002
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TABLE OF EXHIBITS
Exhibit Number Name of Exhibit
10.05 Baker's Filter Service, Inc. Asset Purchase
Agreement
99.1 Press Release dated June 11, 2002
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