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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS.
UNDER SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
DBS HOLDINGS INC.
(Name of Small Business Issuer in its charter)
NEVADA N/A
(state or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1898 - Peardonville Road V4X 2M4
Abbotsford, B.C. (zip code)
(Address of principal executive offices)
Issuer's telephone number, (604) 581-1151
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
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CONTENTS
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FORWARD LOOKING STATEMENTS 1
PART I 1
Item 1 Description Of Business 1
History and Organization 1
Principal Products or Services 2
The Target Market 3
The Market/Industry 4
Objectives 5
Employees 5
Risk Factors 6
Research and Development 8
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 8
Results of Operation 8
Progress on Short Term Objectives 9
Plan of Operation (12 to 18 months) 10
Key Business Activities for DBS Holdings Inc. 10
Marketing Plan 11
Expansion Plan 11
Personnel (by job description) 12
Strategy 13
Name Branding 13
Promotion 14
Financial Requirements 14
Capital for Initial Operations -- Minimal cash requirements 14
Capital for Expansion of Operations -- Major Financing 15
Pricing 15
Projected Income 15
Use of Proceeds from PROJECTED Share offering (Financing) 17
Maintaining and Up Dating Web Site 17
Three Year financial Projections 18
Year #1 Year #2 Year #3 18
Net Income $-78,000.00 $80,000.00 $1,032,000.00 18
Management and Advisors 19
Ongoing Acquisitions 19
Item 3 DESCRIPTION OF PROPERTY 19
Item 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 20
Item 5 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 22
Item 6 EXECUTIVE COMPENSATION 24
Item 7 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
Item 8 DESCRIPTION OF SECURITIES 24
Liquidation Rights 24
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Dividend Rights 24
Voting Rights 25
Other Rights 25
PART II 26
Item 1 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON 26
EQUITY AND OTHER SHAREHOLDER MATTERS 26
Item 2 LEGAL PROCEEDINGS 26
Item 3 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 26
Item 4 RECENT SALES OF UNREGISTERED SECURITIES 27
Item 5 INDEMNIFICATION OF DIRECTORS AND OFFICERS 27
PART F/S: FINANCIAL STATEMENTS 31
PART III 40
Item 1 INDEX TO EXHIBITS 40
Exhibit 2.1 41
Exhibit 2.2 50
Exhibit 6.1 60
Exhibit 6.2 63
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FORWARD LOOKING STATEMENTS
DBS Holdings Inc. (the "Company") cautions readers that certain important
factors (including without limitation those set forth in this Form 10-SB) may
affect the Company's actual results and could cause such results to differ
materially from any forward-looking statements that may be deemed to have been
made in this Form 10-SB registration statement, or that are otherwise made by or
on behalf of the Company. For this purpose, any statements contained in the
registration statement that are not statements of historical fact may be deemed
to be forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "except," believe," anticipate," "intend,"
"could," estimate," or "continue," or the negative or other variations therefor
comparable terminology, are intended to identify forward-looking statements.
PART I
ITEM 1 DESCRIPTION OF BUSINESS
HISTORY AND ORGANIZATION
DBS Holdings Inc. (the "Company") is a corporation organized under the laws of
the State of Nevada on March 19, 1999. The Company then completed offerings of
10,268,000 shares to certain investors under the exemption provided by Rule 504
of Regulation D of the 1933 Securities Act. 268,000 of the 10,268,000 shares
issued were issued as part of a unit at a price of $0.05 per unit. Each unit
consists of one common share and one warrant to purchase one common share
exercisable before May 1, 2000 for $0.05 and thereafter to May 1, 2001 for
$0.10. On June 23, 1999, the Company acquired a nineteen percent (19%) interest
in "investorservice.com", a Canadian registered partnership, formed in 1999,
paying for this acquisition with $2,500 in cash and by issuing 5,000 restricted
shares of its common stock, half to Terry Wells and half to Stephen Stanley, the
two vendors of the 19% interest in "investorservice.com". In addition, the
Company has the option to acquire the remaining 81% interest in
investorservice.com for an additional issuance of 20,000 restricted shares of
the Company's common stock. Currently the vendors are maintaining the
investorservice.com web site in good standing on the internet.
It is the intention of the Company to exercise its option to acquire the
remaining 81% interest in investorservice.com. This is anticipated to take place
following the registration and trading of the Company as a fully reporting
issuer on the OTC BB. In the interim, and upon commencing trading on the NQB
pink sheets, the Company anticipates having all of its warrants exercised thus
providing additional funds to help move the Company to the OTC BB. The Company
currently has only a small amount of cash available, as per financials provided.
It is anticipated that additional cash requirements will be supplied by
management by means of a debt instrument. No cash shortage would be anticipated
for the next 12 to 18 months.
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Though the Company is not expecting any new acquisitions before becoming a fully
reporting issuer, management has decided that it would proceed with an
acquisition, at any time, should a project of merit presents itself. Otherwise
any new acquisitions will be undertaken once the Company has established a
stable trading range as a fully reporting issuer. Details as to Ongoing
Acquisitions and financing are included in Item #2 below under Plan of
Operation (12 to 18 months).
PRINCIPAL PRODUCTS OR SERVICES
Investorservice.com, the one-stop shopping web site for investor products, was
built by the gathering and compiling of a comprehensive database of
internet-related financial content providers. The following Services/Products
are expected to be supplied through our portal with future expansion into other
areas:
- - Virtual Market Update -- Companies that provide real-time or near
real-time market quotations. These are highly sought after services for
many investors. A competitive pricing analysis is anticipated to be
provided to customers of Investor Service
- - World Markets -- Sites are anticipated to be listed that cater to the "big
picture". These sites are expected to be typically rich in content and
cover all the major world indices.
- - Research -- Necessary formats to access and evaluate pertinent information
for investment decisions. Comprehensive sources of information on Publicly
Traded companies. In depth analysis of past and future projected
performance. Historical trending and industry outlooks.
- - Quotes -- Products and Services for our customers to receive real-time or
delayed market quotes for all and any exchange that they may be interested
in.
- - Financial News -- Up to date links to hot, timely financial news.
Extensive coverage of all major markets, industry trends, reports, etc.
- - Mutual Funds -- We expect to provide comprehensive links to Mutual Fund
content providers including, fund home pages, fund manager reviews,
industry news, trending, analysis and sites catering to the purchase of
mutual funds.
- - Bonds -- Content links to sites specializing in Bonds are expected to be
provided. In addition, comprehensive links and embedded content for news
and issues surrounding the Bond market are expected to be made available to
our customers.
- - Futures and Options -- Products and Services for our customers to receive
news and tools pertaining to Futures and Options all and any exchange that
they may be interested in are expected to be provided.
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- - Banking -- With the prevalence of on-line banking and the huge variety of
services and choices available to consumers, Investor Service is
anticipated to be an excellent source of information for
comparison-shopping. All major on-line banking services is anticipated to
be listed with reviews of products/services offered.
- - Insurance -- Detailed information and links pertaining to on-line
Insurance services is expected to be provided. This is expected to be a
similar offering as the on-line banking component.
- - Loans and Financing -- Detailed information pertaining to on-line loan and
financing services is expected to be provided. This is expected to be a
similar offering as the on-line banking component.
- - Taxes -- Links, resources, history and worldwide information is expected
to be provided for taxation laws and regulations in the major countries
that our customers do business in.
It is anticipated that Investor Service will become the premiere source for
investment information, links products and services. Our site is expected to
provide comprehensive searching, updating, alerting features for customers. In
addition, site content is expected to be frequently refreshed to ensure that we
are providing timely and desired information.
We anticipate that our customers will have unrestricted access to the huge
amount of investment tools and products available on the Internet through our
intuitive, easy to use Web presence. This consolidates the overwhelming
financial resources available on the World Wide Web. It is anticipated that from
this one site people will be able to access several other internet companies
with web sites that offer the same services for each of financial categories
listed above. For example, someone wishing to select a Research facility need
only click onto the research category and all links to other research sites will
appear. This is expected to provide the customer with a variety of service
providers in that research category. This means that user will not have to
search for the web sites of each of these providers one at a time.
THE TARGET MARKET
The target market is comprised of two groups of potential clients. Customers
looking for new financial services and information and existing customers who
need to consolidate their many sources into one easy to use portal site. The
specific needs that we will cater to are as follows:
1. New customers looking for financial products/services
o Access current investment information
o Easy to search links
o Easy to use web site
o Well defined categories/classification of investment resources
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o Comparisons on price/service
o Ratings by well respected financial sources
o Guidance and advice
2. Established customers with specific needs
o Ability to set-up a custom profile of resources and links
o Fresh timely information
o Ratings and reviews of investment services and products
o Alerting of "hot areas" through proactive vehicles (newsletters,
e-mail, paging etc)
Management is confident it can initiate and expand a revenue model from
advertising sponsors in several areas for each of the resource areas sited
above. Advertising fees are expected to be forthcoming from such sponsors as;
- - Investor Service daily newsletter.
- - Site Sponsors (advertising by and partnerships with other
similar sites)
- - Partnerships with other financial content providers (eg. E-Trade, Yahoo
Finance, Meryll Lynch, etc.)
- - E-commerce (on-line financing, IOP's, etc.)
THE MARKET/INDUSTRY
The Company's first acquisition is modest and is situated in the financial
services sector of the internet. Highly fragmented, the sector is dominated by
both large and small entities. The large companies with means can be those
expected to survive. However, larger companies with more to risk may be more
selective as to how and with whom they choose to do business, leaving niches for
the smaller players. In addition, smaller companies tend to be more flexible and
innovative than their larger counterparts. This latter arena is the "stuff" from
which numerous small companies have become the take over targets for the larger
more selective companies.
Given the constant dynamics of the Internet it is the opinion of management that
such instability itself reflects the need for a "stabilising" trend. It is
believed that eventually such stability will become a desired and necessary
objective. As in many of the well established business sectors (ie the steel
industry) fragmentation exacted a cost and the challenge of consolidation was
answered. In the mean time the market can be expected to remain volatile as it
tries to adjust to new technological, social, environmental and lifestyle
influences.
In a market as dynamic as the internet new products and services will have to be
innovated as the environment changes and grows. Though unpredictable this is
where the real opportunities lie. The challenge will be to adjust to and meet
the ever-changing needs that a volatile environment spawns. Intuitive
anticipation will be a necessary
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component for meeting this challenge, the benefits of which will be the
attracting of new customers.
OBJECTIVES
By means of the domain InvestorService.Com, the Company plans to tap into the
lucrative on-line investor service opportunities that currently exist and are
constantly unfolding on the internet. It is anticipated that the company will be
unique in that it will be establishing a comprehensive and centralised source of
financial resource entities on the internet. The designing and developing of an
exhaustive database representing the vast financial information resources on the
internet is expected to accomplish this. The overall goal of investorservice.com
is to become the leader in the financial content sector of the world wide web.
This goal is expected to be accomplished by means of the following objectives.
Long Term Objectives
o Ever increasing audience (hits)
o Complementary partnerships
o Strategic acquisitions
o Technical expertise
o Managerial excellence
o Favourable reviews
o On-going assessment, evaluation and remediation
Short Term Objectives
o Recruitment of committed and qualified staff
o Immediate content expansion
o Increase in revenue generators
o Expansion of viewership (expanding comprehensive links to financial
products and services to include virtual market updates, world
markets, research, quotes, financial news, internet trading, mutual
funds, bonds, futures and options, banking, insurance, loans and
financing, taxes, etc.).
EMPLOYEES
Currently there are no employees of DBS Holdings Inc. However, Daniel
Steunenberg currently devotes approximately 75% of his business time to the
affairs of the Company on a non-compensation basis. Berend Steunenberg curently
devotes approximately 5% of his business time to the affairs of the Company on a
non-compensation basis.
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RISK FACTORS
Competition: The internet is a highly expanding segment and ranges from
individuals to large companies. The internet is highly fragmented
and the Management of the Company believes the vast expansion of
the internet provides for excellent opportunities of growth for
the Company. There are, however, several competitors within the
Internet that may make it more difficult for the Company to gain
recognition or for its products to survive and grow. Competition
includes search engines as Yahoo who have specific investment
content and stock tracking. Sites such as CNNfn and
Stockhouse.com who cater exclusively to the investment community.
These Internet resources already have achieved significant market
share. Other competitors include but are not limited to:
-- CNNFinancial News Stock quotes -- stock, mutual fund. Or
money market fund quotes.
-- Investools Charting -- historical price and volume graphs of
10,000 US equities, 7,000 mutual funds and the major market
indices.
-- Money Quick Quotes -- stock quotes, news, press releases,
research etc.
-- Nasdaq InfoQuotes -- stock quotes, news, press releases,
research etc.
-- NewzWire -- stock quotes, research, news and more.
-- PC-Quote -- provides real-time and delayed securities
quotations and news to professionals and consumer markets
world wide.
-- ProphetCharts -- Java-powered charts with stocks, futures,
index, and mutual fund data spanning decades. Includes
technical analysis tools.
While the companies listed above and others are in direct
competition with Investor Service, the Company believes there is
room for another player who can deliver, timely, user-friendly
services to it's customers at a competitive price. In addition,
Investor Service expects to offer something that the competitors
do not, a comprehensive search engine of investment tools and
ratings of these tools.
Industry and
Economic
Factors: The internet, in which the Company intends to operate, is subject
to massive and constant change, due to the ever changing
technology and its increasing popularity. These are factors
beyond
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the control of the Company or its Management, which could cause
the Company to fail.
Limited
History
of Operations: The Company was recently organized in March of 1999 and has had a
limited history of operations. Through February 28, 2000 the
Company incurred a net loss of $71,802. In addition, the entity
which the Company has acquired an interest in, has also had a
limited history (since November 1998). Therefore, the Company's
proposed operations are subject to all of the risks inherent in a
new business enterprise, including start-up losses, uncertainty
of revenues, markets and profitability and the necessity of
additional financing. The likelihood of the success of the
Company must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in
connection with the start up of new business and the competitive
environment in which the Company will operate.
Dependence on
Management: Because the Company is a new business and has a very limited
operating history, and because the Company relies upon the
creative design skills of its current management, it will be
heavily dependent upon the services and experiences of its
officers. Loss of the service of any officer could adversely
affect the conduct of the Company's business.
Profitability
of Operations: The Company is not currently operating profitably and it should
be anticipated that it will operate at a loss until at least such
times as its business objectives are achieved if the business
objectives are, in fact, ever achieved.
Unpredictab-
ility of
Revenues: There can be no assurances as to the ability of the Company to
sell its services in the volumes required to bring in positive
cash flow. Failure to achieve its business objectives will
undermine the ability of the Company to maintain a stable cash
flow position.
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Government
Regulation: In addition, as electronic commerce further develops, it may
generally be the subject of governmental regulation. As well,
current laws, which pre-date or are incompatible with Internet
electronic commerce may be enforced in a manner that restricts
the electronic commerce market. Any such developments could have
a material adverse effect on the Company's business, revenues,
operating results and financial condition.
RESEARCH AND DEVELOPMENT
From the date of incorporation to September 30, 1999, the investorservice.com
has spent $24,000.00 on Research and Development ($80.00/hr X 300hr =
$24,000.00). From September 30, 1999 to March 31, 2000, investorservice.com has
spent $8,000.00 on Research and Development ($80.00/hr X 100hr = $8,000.00).
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATION
Since its inception on March 19, 1999, the Company has had a vision to establish
itself as a growing and thriving business based in the computer/internet/
high-tech industry.
On March 22, 1999, the Company made its first acquisition of a nineteen percent
(19%) interest in "investorservice.com". In addition, the Company has an option
to acquire a one hundred percent (100%) interest in "investorservice.com".
In conjunction with its agreement to purchase "investorservice.com", the Company
also prepared a Rule 504 offering memorandum on March 22, 1999. The goal of
raising $10,000 was to start the process of taking the Company to a wider forum,
in order to increase the probability of raising further capital to fund the
growth of "investorservice.com".
On March 25, 1999, the Company prepared a second Rule 504 offering memorandum,
and was successful in raising an additional $13,400. This financing not only
raised sufficient funds to implement the over the counter listing process, but
the Company was able to raise enough working capital to complete the due
diligence process for "investorservice.com" and to fund the purchase.
On March 31, 1999 the Company closed both Rule 504 offerings successfully.
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During the month of April 1999, the public accounting firm of Smythe Ratcliffe
completed their audit on the books and records of the Company. The audit was
completed successfully for the period ending March 31, 1999.
On May 23, 1999 the Company completed its due diligence process for the purchase
of an interest in "investorservice.com" and based on its satisfactory findings,
decided to proceed with the acquisition.
On June 23, 1999, the Company closed the acquisition of 19% of
"investorservice.com" and issued the funds and shares to complete the purchase.
On July 21, 1999, the Company engaged the service of Equitrade Securities
Corporation for the purpose of submitting the Company's application for over the
counter trading.
On November 19, 1999, the Company received clearance from the NASD to trade the
Company's common stock on the National Quotation Bureau Pink Sheets.
In December 1999, the Company engaged Devlin Jensen (Barristers & Solicitors) to
commence the process of compiling and producing Form 10-SB, in order for the
Company to become a fully reporting issuer.
In March 2000, the public accounting firm of Smythe Ratcliffe completed their
year-end audit on the books and records of the Company. The audit was completed
successfully for the period ending February 29, 2000.
Throughout its initial period of operations, the Company has spent a vast amount
of time and effort researching and analysing the financial sector of the
internet. The Company has been busy expanding and improving its internet
acquisition "investorservice.com". The Company's goal is to offer clients a
one-stop shopping site that will bring together all related aspects of the vast
internet financial sector. Essential to achieving that goal is the attainment of
the Company's short term objectives.
In addition to "investorservice.com", and consistent with its corporate goals
and mission, the Company has been investigating other potential acquisitions to
compliment and further its presence on the internet. As well, the Company is
continually searching for other potential projects of merit in the
computer/high-tech related fields. To date, the Company has not completed a
further merger or acquisition; however, management feels that upon completion of
its Form 10-SB and achieving fully reporting status, the Company will be able to
enhance its ability to attract further projects of merit.
PROGRESS ON SHORT TERM OBJECTIVES
The Company has been successful at obtaining the services of the original
creators of "investorservice.com" and they have been working with the Company in
the development of the web-site content and structure.
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Since the June 23, 1999 purchase, the Company has developed
"investorservice.com" into a forty page web-site that is currently on-line and
functional. Furthermore, the viewership has been growing on a weekly basis since
inception and continues to grow with the expansion of web-site content.
With the successful completion of these objectives, the Company has now
established another set of short term goals, which management is in the process
of completing or has completed:
1) Completion of the application for over the counter trading;
2) Expedite a financing in the range of $250,000 to $300,000. (At
this time, "investorservice.com" is at its pre-marketing stage
and requires additional financing to launch it into the
internet arena in a meaningful and sustainable fashion in
order to become known as a central financial shopping site);
3) Market "investorservice.com" through various media outlets to
increase web-site traffic; and
4) Continue to expand the web-site content by:
a) add real time quotation features;
b) add market depth features to quotes;
c) form alliances with financial writers in the
industry; and
d) expansion through new ideas.
In addition to establishing itself as a presence on the internet through
"investorservice.com", the Company is also continuously seeking out further
opportunities to merge with and acquire other entities to fulfil its original
goal of expansion.
PLAN OF OPERATION (12 TO 18 MONTHS)
KEY BUSINESS ACTIVITIES FOR DBS HOLDINGS INC.
The Company's aim is to acquire projects of merit, develop them to a state of
profitability or on-going expansion and then either maintain and continue to
operate them or divest them, as is deemed in the best interest of the Company.
As to investorservice.com in particular, the focus of business will be to
provide internet users a premiere one-stop financial resource web site that
consolidates, and provides links to, all internet related financial content
providers.
Fundamental to management's philosophy is the idea that people do not buy
services or products simply because someone sells them. People buy them to
satisfy their criteria. The presence of a premium one-stop financial service web
site is designed to do just that.
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The premise is that the benefit of a one-stop site provides customers a reason
to do business with our company as opposed to others.
MARKETING PLAN
Given the fragmented state of the financial resource sector, the marketing plan
for investorservice.com centres around the need for, and eventual trend toward,
consolidation of the financial service sector on the internet. By means of
effective data mining techniques, investorservice.com has been expanded into a
comprehensive database of internet related financial sources. Once the Company
is a fully reporting issuer on the OTC BB it is anticipated that these
techniques, along with promotional undertakings, will be used to continue to
expand the investorservice.com into an ever expanding web presence that provides
a one-stop premiere source for all financial information on the internet. It is
anticipated that expansion and recognition will be achieved by means of;
- -- obtaining revenue generators for its web site, continually. (both
sponsors and advertisers)
- -- acquiring private companies with proprietory technologies.
- -- creating strategic alliances with both small and large competitors.
- -- acquiring small but compatible internet entities, private or public,
that offer shareholder value.
- -- achieving and maintaining technical excellence.
- -- striving for favorable reviews.
- -- working toward awards of recognition.
- -- increasing the audience (hits) on an on-going basis.
As a comprehensive Web presence in the financial information sector of the
internet it is expected that the Company will have the opportunities to assess
the various acquisition candidates. It is expected that the end result for DBS
Holdings Inc. will be to either retain investorservice.com as an expanding
entity, or to divest it. This will be the strategy for any and all of the
Company's acquisitions.
EXPANSION PLAN
The Company will need to carry out the planned $500,000.00 financing necessary
to launch and expand investorservice.com according to plan. Personnel with the
expertise and skill will be needed to carry out the respective job descriptions
in order to implement the business plan of selling and promoting the
investorservice.com internet model. In the early stages it is expected that
these positions will be occupied by management from DBS Holdings Inc. and the
vendors of investorservice.com who have the necessary experience in the internet
arena. An office secretary will need to be added within 30 to 60 days of
official operations. It is expected that other competent personnel will need to
be added as the business grows.
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PERSONNEL (BY JOB DESCRIPTION)
1. Operations Manager -- Promotes a comprehensive web presence and expands
the internet model as follows;
- -- Enhances and develops the web site on an on-going basis to constantly
increase "hits" and customer satisfaction.
- -- Identifies new technology and implements as necessary to ensure a
competitive advantage over similar Web Sites
- -- Sets the development teams goals and objectives to ensure that customer
needs and expansion plans are achieved
- -- Constantly monitors customer feedback and implements plans to
accommodate
- -- Establishes complimentary partnerships with other service providers to
enhance the reach and prospective customer base.
2. Corporate Communications -- promotes the Company in the following ways;
- -- communicates with both existing and potential shareholders.
- -- co-ordinates timely news releases and favourable reviews.
- -- promotes the web site to, and confers with, internet sponsors,
potential partners and other financial content providers.
- -- maintains a liaison with industry news letter writers.
3. Corporate Management and Human Resources
- -- locates, hires and evaluates necessary personnel.
- -- controls technical excellence.
- -- manages and co-ordinates corporate business.
- -- drafts corporate publications for promotion.
- -- negotiates acquisitions, alliances, partnerships etc.
4. Corporate Secretary -- oversees and manages the front office
as follows;
- -- answers in coming phone calls, faxes, etc.
- -- receives incoming mail and prepares out going mail.
- -- fields shareholder inquiries if possible.
- -- prepares both invoice payment and bank deposits.
- -- maintains office accounting.
- -- generally assists other personnel on a "when and if can" basis.
It is anticipated that the growing of investorservice.com into a successful and
profitable venture will take place on two fronts.
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First, growth is expected to occur internally by means of the personnel
fulfilling their duties, causing the internet model to develop and expand into a
more and more comprehensive presence on the internet.
1. Constant enhancement of the Web Site content and services to
retain existing customers and attract new ones
2. Aggressive marketing through conventional and Internet based sources
to ensure high visibility and attract new customers
3. Establishment of partnerships that will complement this sites service
and bring new customers
Second, it is expected that growth will be through the acquisition of other
entities doing the same type of business or related business. Entities targeted
for acquisition would include those that offer a decided benefit through
expansion, merger or take-over. Others may be target candidates due to lack of
funds, personnel, focus, etc. It is the opinion of management that such
opportunities are quite realistic given the flood of companies that have entered
this market place so quickly. Any and all acquisitions will be held or divested,
as deemed in the best interest of the Company.
STRATEGY
The company therefore views its larger counterparts as possible alliances as
well as competitors. Indeed it is frequently the larger company that determines
the success of smaller ones, since their means of expansion involves the
successes of smaller companies.
Management also realises that it will be faced with direct competition from the
other smaller players, but understands that marketing innovation, along with
available resources, are key components for success. Management considers these
to be its particular strengths. It is therefore necessary to analyse key
competitors in terms of size, market position, image and business strategy. This
will assist the Company in further defining how to best position itself among
its competitors, and which competitors are best suited to forming alliances.
NAME BRANDING
Branding entails the promoting and presenting of a product and/or a service by a
company so that it becomes the first thing that a customer thinks about when
looking for that product and/or service. Investorservice.com intends to become
the first name people think about when looking for an all inclusive financial
internet provider. It intends to become recognised as the premium one-stop
shopping site for any and all financially related services.
The site intends to be presented as an Investment Search Engine that lets
customers quickly and easily find the on-line investment resource they are
looking for. The
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development of an appropriate logo and marketing jingle to help fix an image in
the minds of potential customers is currently being brain stormed and
configured. In addition investorservice.com is expected to provide cutting edge
investment content from well-respected investment professionals to help solidify
the corporate image. Marketing and branding will have to always be a prime
concern. A large portion of funds must be spent on marketing and branding --
approximately 30% of funds raised. The site should be marketed locally at first,
then nationally, and finally globally using traditional marketing as well as
taking advantage of all internet related marketing avenues.
PROMOTION
Armed with an understanding of the needs of the client and the strengths and
weaknesses of competitors the marketing approach will be selective and
discriminating. Sponsors and advertisers can be approached directly, referred to
the site and presented with the benefits (incentives) and value compared to
competitors. Trial programs may have to be offered to demonstrate or prove the
product.
FINANCIAL REQUIREMENTS
Capital for Initial Operations -- Minimal cash requirements
It is the intention of the management to continue to operate, for the
foreseeable future, as it has been, by providing the office space, supplies and
personnel at no cost to the Company until the Company is a fully reporting
issuer. With the remaining cash on hand, plus the money realised from the
exercising of existing warrants, it is anticipated that the Company will be able
to fund its way onto the OTC BB by June of 2000. In the event that additional
funds should be required the Company will undertake some form of on going cash
injection that will provide operating funds for at the next 12 to 18 months if
need be. However, there can be no assurance that the Company will be able to
accomplish any such financing.
Currently the Company has $1,600.00 cash on hand. Currently outstanding payables
total approximately $7,000.00. Foreseeable payables in the next 3-4 months will
arise from legal and accounting expenses as the Company completes the process to
become a fully reporting issuer, and management anticipates those expenses to
total approximately $7,500.00. It is management's intention to fund any
shortfall that may arise, if shareholders do not exercise warrants that are
available to them from the initial financing.
No additional personnel will be required, other than the management and vendors,
until the total acquisition of investorservice.com has taken place following a
projected attainment of a fully reporting status on the OTC BB by the Company.
14
<PAGE> 18
Capital for Expansion of Operations -- Major Financing
Once trading as a fully reporting issuer on the OTC BB and a trading range has
been established, perhaps up to 120 days, the Company will be proceeding with an
equity financing of up to $500,000.00. It is anticipated that the proceeds will
be used approximately as follows:
- -- to complete the acquisition of investorservice.com (2%)
- -- to fund the growth and expansion of inverstorservice.com (10%)
- -- to fund due-diligence costs for additional projects (13%)
- -- to cover sustaining, maintenance and regulatory fees (2.5%)
- -- to start paying for office space, services and supplies that have been
provided at no cost to the company thus far by management (7.5%)
- -- to cover all manner of professional, administrative and management
fees incurred in the day-to-day operations (35%)
- -- to fund a product marketing and awareness campaign for the
company (30%)
The Company anticipates no lack of funding in the short term of 12 to 18 months.
It is very confident that since it will be pursuing only projects of merit, such
projects will be accompanied by financing sufficient enough to both fund the
acquisition as well as all related costs and expenses for an additional period
of 12 to 18 months from date of acquisition. The wages of management and other
personnel however will be factored-in following the proposed financing necessary
to properly launch the Company. Prior to the financing all required skill and
expertise will be provided by management and the vendors of investorservice.com.
In any event, there can be no absolute assurance that all necessary financing
will be available.
PRICING
Pricing will be set at industry standards and promoted on the basis of site
benefits such as convenience and user friendliness. It is anticipated that
further benefits will be developed and implemented as client familiarity grows.
The customer's buying criteria will determine the nature of benefits devised.
Criteria, in addition to pricing, to be aware of would centre around product
quality, reliability, selection, sales support and those that will doubtlessly
arise as the dynamics of the market change and develop. It is expected that the
combined result is to increase customer loyalty.
PROJECTED INCOME
The income projected herein is based on that provided by the originators of
investorservice.com. Revenues are determined by the number of site visitors,
which in turn depends upon factors such as advertising, ease of operation, the
number of links to the site and out of the site, site dependability, quality of
site operation, attractiveness of the web site etc. As the needs and demands of
the internet change other unforeseen
15
<PAGE> 19
opportunities for generating revenue may appear. THE ACTUAL SPECIFIC
REVENUES ARE DIFFICULT TO DETERMINE, THEREFORE, THE FIGURES USED HERE REPRESENT
ESTIMATES ONLY AND ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY. In the final
analysis, as with any successful enterprise that rises to the challenge, the
concept has to be sold. The strengths and benefits must be made known to the
potential benefactors whose needs can be met. This is a component of revenue
that is difficult to quantify but is an ingredient for success.
As the traffic and popularity of the site grows, it is expected that
investorservice.com will be able to increase banner ad rates. Banner
Advertisements rates range up to $10,000.00 per month for the large ads and
$5,000.00 for the smaller ads. It is expected that the site will be able to
support 6 large and 20 small advertisers to begin with. Over the first year it
is expected that only half of the possible number of advertisers will be used
and these will be calculated at only half the rate to project revenues.
Approximation average ANNUAL revenue for:
A. LARGE ADS (3 X $5,000 X 12) = $180,000.00
B. SMALL ADS (10 X $2,500 X 12) = $300,000.00
(These annual revenues are expected to at least double in the next few years.)
Once the web traffic is stable and the site becomes known and can offer
respected investment advice from well known investment advisors then it is
expected that monthly membership fees can be charged in the $20.00 range. Though
there is a potential for hundreds of thousands of subscribers with proper
promotion, for purposes of our projections, only 10,0000 such subscribers will
be used over the first year and will be calculated at only half the monthly rate
of $10.00/month.
Approximate average ANNUAL revenue from subscribers:
A. 10,000 SUBSCRIBERS @ $10 PER MONTH X 12 MONTHS = $1,200,000.00
(This ANNUAL revenue is expected to grow geometrically the first few years)
It is anticipated that revenue can also be generated through the sale of the
products of other financial content providers. From a selection of up to 20
different financial categories, with each category linked to 10 separate
internet providers, the Company expects to generate further revenues. Since
these revenues are extremely difficult to project, none will be factored in.
TOTAL PROJECTED ANNUAL REVENUES FOR THE FIRST YEAR = $1,680,000.00
As discussed earlier, once the Company has become a fully reporting issuer a
share offering is anticipated to be carried out in order to launch the
Investorservice.com project. Cash injection by share offering (financing) is
expected to be $500,000.00.
16
<PAGE> 20
USE OF PROCEEDS FROM PROJECTED SHARE OFFERING (FINANCING)
<TABLE>
<S> <C>
PROCEEDS FROM PROJECTED FINANCING (SHARE OFFERING) .................$500,000.00
PROJECTED EXPENSES
Management
Legal ............................................................. $ 20,000.00
Accounting .........................................................$ 6,000.00
Wages ..............................................................$150,000.00
Rent ...............................................................$ 15,000.00
Telephone ..........................................................$ 12,000.00
Transfer Agent .....................................................$ 3,000.00
Regulatory Fees ....................................................$ 3,000.00
Travel and Accommodation ...........................................$ 5,000.00
Miscellaneous ......................................................$ 2,000.00
ISP Hosting Fees -- Starts at $50.00/month and .....................$ 30,000.00
increase to $2,500.00/month. (use $2,500.00)
------------
TOTAL EXPENSES PROJECTED FOR THE FIRST YEAR ...................... $246,000.00 $246,000.00
----------- -----------
</TABLE>
<TABLE>
<S> <C> <C>
INITIAL COSTS
Initial Marketing and Branding = $150,000.00
Initial Web Site Enhancement = $ 30,000.00
-------------
TOTAL INITIAL COSTS = $180,000.00
TOTAL OF FIRST YEAR'S EXPENSES PLUS INITIAL COSTS.................................... $426,000.00
SURPLUS CASH FOR OPERATING .......................................................... $ 74,000.00
</TABLE>
THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO COMPLETE THE
PROJECTED SHARE OFFERING DESCRIBED ABOVE.
MAINTAINING AND UPDATING WEB SITE
It is expected that revenues to cover the costs factored into the three year
projections below will come from both Internally generated revenue and from
additional financing
17
<PAGE> 21
that may be carried out once the Company has injected its
Initial Costs (see above) and is growing its revenues. In the interest of being
conservative the sales figures used below are well below what the Company
expects.
THREE YEAR FINANCIAL PROJECTIONS
<TABLE>
<CAPTION>
Year #1 Year #2 Year #3
-------------- ------------- -------------
<S> <C> <C> <C>
Sales................ $ 1,680,000.00 $3,360,000.00 $6,720,000.00
Cost of Sales*....... $ 588,000.00 $ 840,000.00 $1,008,000.00
Site Development** .. $ 924,000.00 $1,848,000.00 $3,696,000.00
-------------- ------------- -------------
Gross Profit......... $ 168,000.00 $ 672,000.00 $2,016,000.00
Expenses***.......... $ 246,000.00 $ 492,000.00 $ 984,000.00
-------------- ------------- -------------
Net Income........... $ -78,000.00 $ 180,000.00 $1,032,000.00
-------------- ------------- -------------
</TABLE>
NOTE: *Management anticipates that an aggressive marketing and sales program
will be required to attain the sales projections. The Company will be
required to offer incentives to both the sales group as well as
advertising clients. Therefore, management feels it is prudent to
estimate on the low side in regards to `Sales' projections and on the
high side in regards to the `Costs' involved in attaining those sales
projections. In Year #2 and Year #3 those `Costs' are expected to
decrease as repeat clients will not require the initial discounts given
in Year #1 and the sales group's fees are also expected to decrease on
repeat sales.
**As the Company grows there will be a requirement to continually
upgrade, enhance, maintain, expand and further develop the internet
presence, the website and content. Management feels that 50-55% of
revenue should be set aside for this purpose. The Company anticipates
that it will have the ability to attract new customers and advertising
clients.
***These are the annualised expenses as per the above breakdown
`Projected Expenses'
THE FOREGOING TABLE PRESENTS PROJECTIONS ONLY AND ACTUAL RESULTS MAY DIFFER
SUBSTANTIALLY.
18
<PAGE> 22
MANAGEMENT AND ADVISORS
Currently there are no employees of DBS Holdings Inc. However, once a financing
can be obtained for the expansion and growth of investorservice.com, it is
expected that additional personnel will be hired.
ONGOING ACQUISITIONS
In keeping with its goal of acquiring projects of merit in the high interest
sectors, both off and on the internet, it is expected that the Company will be
pursuing such projects once it has achieved a fully reporting status on the OTC
BB. The reason for this has resulted from the following experience. To date the
Company has attempted to initiate discussions pertaining to further
acquisitions, however, it has become quite apparent that given the
ever-increasing activity on the internet, vendors are, although very eager,
primarily interested in already-trading public companies. It has also become
apparent to management that it is the fully reporting companies that vendors are
particularly interested in. As a result, and in the interest of time well spent,
the Company will be currently concentrating on establishing a trading history on
the NQB pink sheets and making application to become a fully reporting issuer on
the OTC BB. Once trading as fully reporting, it is expected that the Company
will refocus on further acquisitions. However, in the best interests of
opportunity and growth, management has decided that it would undertake any
acquisition at anytime should a project of sufficient merit present itself.
The added merits of credibility and confidence associated with a fully reporting
issuer has been the focus of management from the outset. It is expected that
such merits will serve to help establish a more stable trading range which, in
turn, is expected to facilitate the financing necessary to completely acquire
and advance investorservice.com as well as fund the due diligence for other
projects. Therefore management still considers a fully reporting status as a
necessary component to the Company's strategy for long term acquisition of
projects of merit and their development into viable and profitable undertakings
ITEM 3 DESCRIPTION OF PROPERTY
The Company holds a 19% interest in the domain name "investorservice.com". In
addition, the Company has an option to purchase the remaining 81% of
"investorservice.com" for an additional issuance of 20,000 restricted shares of
the Company's common stock.
Daniel Steunenberg is providing the use of about 200 square feet of office space
in Abbotsford, British Columbia, on a voluntary basis without compensation .
There can be no assurance that the use of office space on a voluntary basis
without compensation will continue to be free of cost.
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<PAGE> 23
ITEM 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the ownership of
common stock of the Company as of March 31, 2000 of (i) each person who is known
to the Company to be the beneficial owner of more than 5 percent of the Common
Stock; (ii) all directors and executive officers; and (iii) directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
- ---------------------------- -------------------------- -------------------------- -------------------
Title of Class Name and Address of Amount and Nature of Percentage of
Beneficial Owner Beneficial Ownership (1) Ownership (2)
- ---------------------------- -------------------------- -------------------------- -------------------
<S> <C> <C> <C>
Common Shares Daniel Steunenberg 1,000,000 Common 9.7%
Director and President
B - 1898 Peardonville
Road, Abbotsford, B.C
V4X 2M4
- ---------------------------- -------------------------- -------------------------- ------------------
Common Shares Gordon Stanley 758,000 Common 7.4%
34631 Blatchford Way
Abbotsford, B.C.
V2S 6M6
- ---------------------------- -------------------------- -------------------------- ------------------
Common Shares Irma Paul 828,000 Common 8.0%
3222 Clearbrook Rd.
Abbotsford, B.C.
V2T 4N7
- ---------------------------- -------------------------- -------------------------- ------------------
Common Shares Madeline Stanley 808,000 Common 7.9 %
208 - 31930 Old Yale
Road, Abbotsford, B.C.
V2T 2C7
- ---------------------------- -------------------------- -------------------------- ------------------
Common Shares Irene Hurtubise 808,000 Common 7.9%
2780 St. Moritz Way
Abbotsford, B.C.
V3G 1C3
- ---------------------------- -------------------------- -------------------------- ------------------
Common Shares Eli Stratulat 830,000 Common 8.1%
5498 - 128 St.
Surrey, B.C.
V3X 1T7
- ---------------------------- -------------------------- -------------------------- ------------------
</TABLE>
20
<PAGE> 24
<TABLE>
<CAPTION>
- ---------------------------- -------------------------- -------------------------- -------------------
Title of Class Name and Address of Amount and Nature of Percentage of
Beneficial Owner Beneficial Ownership (1) Ownership (2)
- ---------------------------- -------------------------- -------------------------- -------------------
<S> <C> <C> <C>
Common shares David Steunenberg 780,000 Common 7.6%
A - 1898 Peardonville
Road, Abbotsford, B.C.
V4X 2M4
- ---------------------------- -------------------------- -------------------------- -------------------
Common Shares Ken Paul 800,000 Common 7.8%
3222 Clearbrook Rd.
Abbotsford, B.C.
V2T 4N7
- ---------------------------- -------------------------- -------------------------- -------------------
Common Shares Nelson Stratulat 750,000 Common 7.3%
31556 Old Yale Road
Abbotsford, B.C.
V2T 2B3
- ---------------------------- -------------------------- -------------------------- -------------------
Common Shares Andy Mooney 750,000 Common 7.3%
2666 St. Gallen Way
Abbotsford, B.C.
V3G 1C3
- ---------------------------- -------------------------- -------------------------- -------------------
Common Shares Jim Nickel 750,000 Common 7.3%
1640 Ross Road
Abbotsford, B.C.
V4X 1C1
- ---------------------------- -------------------------- -------------------------- -------------------
Common Shares Chansu Financial Inc. 750,000 Common 7.3%
900 Jackson St., Suite
120
Da Uas, Texas, U.S.A.
75202
- ---------------------------- -------------------------- -------------------------- -------------------
Common Shares Berend Steunenberg 0 Common 0%
Director, Vice-President
and Secretary
17770 Daly Road
Surrey, B.C.
V4N 4M5
- ---------------------------- -------------------------- -------------------------- -------------------
Common Shares Daniel Steunenberg and 1,000,000 Common 9.7% (3)
Berend Steunenberg as
directors and executive
officers of the Company
- ---------------------------- -------------------------- -------------------------- -------------------
</TABLE>
21
<PAGE> 25
(1) These figures include all shares and warrants that are owned
beneficially end of record by the indicated person.
(2) This figure is calculated by dividing the total number of shares plus
any warrants held by that individual, with the total amount of shares
outstanding plus the amount of warrants held by that individual.
(3) This figure is calculated by dividing the total amount of shares held
by the directors and executive officers plus any warrants held by them,
with the total amount of shares outstanding plus any warrants held by
the directors and executive officers.
ITEM 5 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the name, age, and position of the executive
officers and directors of the Company. The directors were appointed until the
Company's next annual general meeting or until a successor is elected and
qualifies to be a director of the Company:
<TABLE>
<CAPTION>
- -------------------------- ----- ---------------------------------------------
NAME AGE POSITION/OFFICE HELD
- -------------------------- ----- ---------------------------------------------
<S> <C> <C>
Daniel Steunenberg 31 President and Director -- appointed in March
1999
- -------------------------- ----- ---------------------------------------------
Berend Steunenberg 66 Vice-President/Secretary and Director --
appointed in March 1999
- -------------------------- ----- ---------------------------------------------
</TABLE>
Berend Steunenberg is Daniel Steunenberg's father.
DANIEL STEUNENBERG
President and Director
B - 1898 Peardonville Road
Abbotsford, B.C.
V4X 2M4
Daniel Steunenberg has been involved with DBS Holdings Inc. from it inception in
March 1999. Daniel started out in bookkeeping and other administrative tasks in
the construction industry, and has progressed to the point where he is now in
charge of all accounting responsibilities and company administration of Solid
Rock Holdings Inc., a mid-sized construction firm.
In 1985, Daniel graduated from high school and started his university education
in business administration. In 1991, he graduated from Trinity Western
University with a Bachelor of Arts, majoring in Business Administration. After
graduating, Daniel became involved in the West Fraser Group of Companies. Daniel
was responsible for the day-to-day administration and accounting aspects of the
companies. The West Fraser Group is involved in property acquisitions and
development, construction management, and hi-rise building construction.
22
<PAGE> 26
In addition to the West Fraser Group, Daniel also holds the position of
controller for Solid Rock Holdings Inc. Solid Rock Holdings is a company that is
involved in real estate acquisitions and development. Solid Rock Holdings is
also the parent of a steel fabrication company called Solid Rock Steel
Fabricating Co. Ltd. Daniel has been controller of the entire enterprise for the
past 10 years.
For the past five years Daniel has reduced his role with the West Fraser Group
and increasingly become more active in the investment community. Daniel has
gained much experience through his involvement in various companies. Starting
with the simple employment of fund manager, Daniel eventually assumed a more
hands-on approach to investment funds on a personal and corporate basis.
By becoming more involved in the investment dealings, Daniel has been able to
take advantage of several seed stock investments in private companies, as well
private placements in public companies. Through these avenues, Daniel has gained
much experience in investment analysis and project evaluation. Using his
background in accounting, Daniel has been able to consult for various groups and
individuals (including the West Fraser Group, Solid Rock Holdings, Sotet
Capital, First Echelon Ventures, SkyTalk Communications and The Baron Group).
Over the past year Daniel has taken his experience from the investment community
involvement, and has established his own company called DBS Holdings, Inc.
Through its first acquisition (investorservice.com), Daniel's goal is to build a
foundation for DBS Holdings, from which it can grow through merging, acquiring
and incubating other projects of similar merit. Daniel now spends 30-40 hours
per week investigating, analysing and evaluating investment opportunities for
DBS Holdings. Daniel utilises his own resources (office space, computer, office
supplies) for the purposes of growing DBS Holdings. Daniel does not take any
compensation from DBS Holdings, but rather intends to first build DBS Holdings
into a revenue generator before taking any compensation.
BEREND STEUNENBERG
Vice-President, Secretary and Director
17770 Daly Road
Surrey, B.C.
V4N 4M5
Berend Steunenberg has been involved in the construction industry for the
past 35 years. Starting out as a helper in a manufacturing plant, Berend
progressed his way in the industry to the point where he is now owner and
President of his own steel fabrication company. Berend has now owned and
operated Solid Rock Steel Fabricating Co. Ltd. for the past 30 years.
Berend brings vast experience to DBS Holdings Inc. through his experience of
operating and guiding his own growing business. While Daniel does most of the
investigating work, Berend is involved mostly through an evaluating and advising
role. Berend's
23
<PAGE> 27
hands-on experience in managing and growing a business has been an
invaluable asset when developing and establishing criteria with which to
evaluate new projects for DBS Holdings.
ITEM 6 EXECUTIVE COMPENSATION
Currently, Daniel Steunenberg and Berend Steunenberg are providing management
services to the Company free of cost. However, once the Company obtains
financing and begins generating revenue, it is expected that Daniel will be paid
a salary of approximately $3,000.00 per month and Berend will receive a
consulting fee based upon time and effort. The Company may also consider the
implementation of stock options and other incentive plans for its management and
other employees.
ITEM 7 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no reportable transactions involving the Company and any persons
related to the Company.
Daniel Steunenberg and Berend Steunenberg may be considered to be promoters of
the Company. On June 30, 1999, Daniel Steunenberg was issued 1,000,000 shares of
the Company's common stock for $ 1,000.00 in cash.
ITEM 8 DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 20,000,000 shares of
Common Stock having $0.001 par value. As of March 31, 2000, there are 10,273,000
issued and outstanding shares. The following summary of certain terms of the
Common Stock does not purport to be complete and is subject to and qualified in
its entirety by reference to the Company's Articles of Incorporation and Bylaws.
LIQUIDATION RIGHTS
Upon liquidation or dissolution, each outstanding Common Share will entitle the
holder to share equally in the assets of the Company legally available for
distribution to shareholders after the payment of all debts and other
liabilities.
DIVIDEND RIGHTS
There are no limitations or restrictions upon the rights of the Board of
Directors to declare dividends out of any funds legally available therefor. The
Company has not paid dividends to date and it is not anticipated that any
dividends will be paid in the
24
<PAGE> 28
foreseeable future, The Board of Directors initially may follow a policy of
retaining earnings, if any, to finance the future growth of the Company.
Accordingly, future dividends, if any, will depend upon, among other
considerations, the Company's need for working capital and its financial
condition at the time.
VOTING RIGHTS
Holders of Common Shares of the Company are entitled to cast one vote for each
share held at all shareholders meetings for all purposes.
OTHER RIGHTS
Common Shares are not redeemable, have no conversion rights and carry no
pre-emptive or other rights to subscribe to or purchase additional Common Shares
in the event of a subsequent offering.
25
<PAGE> 29
PART II
ITEM 1 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS
The Company received clearance from the NASD to trade on the NQB pink sheets,
however, the Company has not posted a bid and ask. Therefore, the Company is not
currently trading on the NQB pink sheets.
268,000 shares of the Company's common stock were issued with an accompanying
share purchase warrant that allows the holder of each warrant to purchase one
common share for $0.05 before May 1, 2000 and thereafter to May 1, 2001 for
$0.10.
Of the 1,000,000 shares held by affiliates of the Company (Daniel Steunenberg),
102,730 shares could be sold every three months from June 30, 2000 in accordance
with Rule 144. In addition, 9,268,000 shares that were issued to various
investors under Rule 504 of Regulation D of the Securities Act of 1933 in late
June of 1999, are freely tradeable. Furthermore, the 5,000 shares that were
issued to Terry Wells and Stephen Stanley collectively will become available for
trading under Rule 144 on June 23, 2000.
Since the Company's inception, it has not paid any dividends on its common stock
and the Company does not anticipate that it will pay dividends in the
foreseeable future.
As at March 31, 2000, the Company has fifty-one shareholders of record. The
transfer agent for the Company is Interwest Transfer Company at P.O. Box 17136,
Salt Lake City, Utah 84117, U.S.A.
The Company has the option to purchase the remaining 81% of investorservice.com
by issuing 20,000 restricted shares of the Company's common stock to Terry Wells
and Stephen Stanley collectively.
ITEM 2 LEGAL PROCEEDINGS
No legal proceedings are reportable pursuant to this item.
ITEM 3 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
No change in accountant is reportable pursuant to this item.
26
<PAGE> 30
ITEM 4 RECENT SALES OF UNREGISTERED SECURITIES
The Company has issued 10,273,000 common shares as of March 31, 2000. Directors
and officers of the Company and close friends and relatives of the directors and
officers of the Company purchased 10,268,000 of these shares. The total proceeds
of the sale of these 10,268,000 shares were $23,400 and all of the securities
were sold for cash. This offering was accomplished under the exemption from
registration provided by Rule 504 of Regulation D promulgated under the
Securities Act of 1933.
Included in the 10,268,000 shares issued for cash are 268,000 shares issued as
part of units at a price of $0.05 per unit. Each unit consists of one common
share and one warrant to purchase one common share exercisable before May 1,
2000 for $0.05 and thereafter to May 1, 2001 for $0.10.
In addition, on June 23, 1999, the Company acquired a 19% interest in
"investorservice.com", a Canadian partnership, paying for this acquisition with
$2,500 in cash and by issuing 5,000 restricted shares of its common stock, half
to Terry Wells and half to Stephen Stanley, the two vendors of the 19% interest
in "investorservice.com". These shares were issued under the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.
ITEM 5 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada general corporation law provides as follows:
(1) A Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgements, fines and amounts
paid in settlement actually and reasonable incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonable believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgement, order, settlement conviction or upon a plea
of nolo contendre or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to
27
<PAGE> 31
any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
(2) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgement in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
(3) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2,
or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense.
Section 78.751 of the Nevada general corporation law also provides as follows:
(1) Any discretionary indemnification under NRS 78.7502, unless ordered by
a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the action, suit or
proceeding;
(c) If a majority vote of a quorum consisting of directors who were
not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
28
<PAGE> 32
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
(2) The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract or
otherwise by law.
(3) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Section 78.752 of the Nevada general corporation statutes also provides as
follows:
(1) A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise for any liability asserted against him and
liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out
29
<PAGE> 33
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.
(2) The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.
(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for
intentional misconduct, fraud or a knowing violation of law, except
with respect to the advancement of expenses or indemnification ordered
by a court.
(3) Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or
any other person approved by the board of directors, even if all or
part of the other person's stock or other securities is owned by the
corporation.
(4) In the absence of fraud:
(a) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and
(b) The insurance or other financial arrangement;
(c) Is not void or voidable; and
(d) Does not subject any director approving it to personal liability
for his action, even if a director approving the insurance or
other financial arrangement is a beneficiary of the insurance or
other financial arrangement.
(5) A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section
is not subject to the provisions of Title 57 of NRS.
The Company's articles of incorporation also provide as follows:
No director or officer of the Corporation shall be personally liable to
the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission
of any such director or officer; provided, however, that the foregoing
provision shall not eliminate or limit the
30
<PAGE> 34
liability of a director or officer (1) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or
(2) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by
the stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of
a director or officer of the Corporation for acts or omissions prior to
such repeal or modification.
The Company's bylaws provide as follows with respect to indemnification and
insurance:
The Corporation shall indemnify any and all of its directors and officers, and
its former directors and officers, or any person who may have served at the
corporation's request as a director or officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been director(s) of officer(s) of the
corporation, or of such other corporation, except, in relation to matters as to
which any such director or officer or former director of officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of the shareholders or otherwise.
The Company has not currently made any arrangements regarding insurance but may
do so in the future.
PART F/S: FINANCIAL STATEMENTS
Audited Financial Statements from Inception (March 19, 1999) to February 28,
2000 for the initial 334 days then ended are attached below.
31
<PAGE> 35
DBS HOLDINGS INC.
Financial Statements
(U.S. Dollars)
February 28, 2000
<TABLE>
<S> <C>
INDEX PAGE
REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Stockholders' Equity 3
Statement of Operations 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 7
</TABLE>
32
<PAGE> 36
Smythe Ratcliffe Chartered Accountants (Logo)
REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF DBS HOLDINGS. INC.
We have audited the accompanying balance sheet of DBS Holdings Inc. as at
February 28, 2000 and the related statements of operations, stockholders' equity
and cash flows for the initial 334 days then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at February 28, 2000 and the
results of its operations and the cash flows for the initial 334 days then ended
in conformity with generally accepted accounting principles in the United
States.
Smythe Ratcliffe (Signature)
- ----------------
Chartered Accountants
Vancouver, Canada
April 13, 2000
33
<PAGE> 37
DBS HOLDINGS INC.
BALANCE SHEET
FEBRUARY 28
(U.S. DOLLARS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
2000
- --------------------------------------------------------------------------------
<S> <C> <C>
ASSET
CURRENT
Cash $ 1,626
INVESTMENT, at cost (note 3) 2,505
- --------------------------------------------------------------------------------
$ 4,131
- --------------------------------------------------------------------------------
LIABILITIES
CURRENT
Accounts payable $ 9,828
- --------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
COMMON STOCK, $0.001 par value; 20,000,000 shares
authorized, 10,273,000 shares issued and outstanding at
February 28, 2000 $ 10,273
ADDITIONAL PAID-IN CAPITAL 55,832
ACCUMULATED DEFICIT (71,802) (5,697)
- --------------------------------------------------------------------------------
$ 4,131
================================================================================
</TABLE>
See notes to financial statements.
34
<PAGE> 38
DBS HOLDINGS INC.
Statement of Stockholders' Equity
Initial 334 Days Ended February 28, 2000
(U.S. Dollars)
<TABLE>
<CAPTION>
Common Additional Total
Stock Paid-in Accumulated Stockholders'
Amount Capital Deficit Equity (Deficit)
-------- ------------ ------------ ----------------
<S> <C> <C> <C> <C>
Issue of Common
Stock $ 10,273 $ 13,132 $ 0 $ 23,405
Value of Directors'
Uncompensated
Services 0 42,700 0 42,700
Net Loss for
period 0 0 (71,802) (71,802)
-------- --------- ---------- ----------
BALANCE
February 28,
2000 $ 10,273 $ 55,832 $ (71,802) $ (5,687)
======== ========= ========== ==========
</TABLE>
See notes to financial statements.
35
<PAGE> 39
DBS HOLDINGS INC.
Statement of Operations
Initial 334 Days Ended February 28
(U.S. Dollars)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
2000
- -----------------------------------------------------------------
<S> <C>
EXPENSES
Value of directors' uncompensated services $ 42,700
Professional fees 24,037
Transfer agent fees 2,230
Office and administrative 2,835
- -----------------------------------------------------------------
NET LOSS FOR INITIAL 334 DAYS $ 71,802
- -----------------------------------------------------------------
</TABLE>
See notes to financial statements.
36
<PAGE> 40
DBS HOLDINGS INC.
STATEMENT OF CASH FLOWS
INITIAL 334 DAYS ENDED FEBRUARY 28, 2000
(U.S. DOLLARS)
<TABLE>
<CAPTION>
_________________________________________________________________________
2000
_________________________________________________________________________
<S> <C>
OPERATING ACTIVITIES
Net loss for period $ (71,802)
Value of directors' uncompensated services 42,700
Increase in accounts payable 9,828
_________________________________________________________________________
NET CASH USED BY OPERATING ACTIVITIES (19,274)
FINANCING ACTIVITY
Issuance of common stock for cash 23,400
INVESTING ACTIVITY
Investment in partnership (2,500)
_________________________________________________________________________
CASH, END OF PERIOD $ 1,626
_________________________________________________________________________
</TABLE>
See notes to financial statements.
37
<PAGE> 41
BDS HOLDINGS INC.
Notes to Financial Statements
Initial 334 Days Ended February 28, 2000
(U.S. Dollars)
_______________________________________________________________________________
1. OPERATIONS
The Company was incorporated on March 19, 1999 under the laws of the State
of Nevada.
These financial statements are prepared in accordance with generally
accepted accounting principles in the United States and all amounts are in
U.S. dollars.
2. SIGNIFICANT ACCOUNTING POLICY
Financial instruments
The Company's financial instrument consists of cash and accounts payable.
Unless otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risk. The fair value of
this financial instrument approximate its carrying value.
3. INVESTMENT
During the period, the Company acquired a 19% interest in "investor
service.com ("Investor"), a Canadian registered partnership, for $2,500 and
5,000 common shares. The Company has the option to purchase the remaining
81% of Investor for 20,000 common shares to be issued on or before
September 23, 2000.
4. COMMON STOCK
Activity of the common stock account for 2000 is as follows:
<TABLE>
<CAPTION>
===============================================================================
2000
- -------------------------------------------------------------------------------
Additional
Number of Par Paid-in
shares Value Capital
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issued
For cash 10,268,000 $10,268 $13,132
For investment 5,000 5 0
- -------------------------------------------------------------------------------
Balance, end of period 10,273,000 $10,273 $13,132
===============================================================================
</TABLE>
5. WARRANTS
Included in the 10,268,000 shares issued for cash to June 30, 1999 are
268,000 shares issued as part of units issued at $0.05 each. Each unit
consists of one common share and one warrant to purchase one common share
exercisable before May 1, 2000 for $0.05 and thereafter to May 2001 for
$0.10.
38
<PAGE> 42
DBS HOLDINGS INC.
Notes to Financial Statements
Initial 334 Days Ended February 28, 2000
(U.S. Dollars)
________________________________________________________________________________
6. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE (Unaudited)
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. Although the change in date has
occurred, it is not possible to conclude that all aspects of the Year 2000
Issue that may affect the entity, including those related to customers,
suppliers, or other third parties, have been fully resolved.
39
<PAGE> 43
PART III
ITEM 1 INDEX TO EXHIBITS
Exhibit 2.1 Articles of Incorporation
Exhibit 2.2 By-Laws
Exhibit 6.1 Asset purchase agreement between Investor Service and DBS
Holdings Inc.
Exhibit 6.2 Amendment to the Asset purchase agreement between
InvestorService and DBS Holdings Inc.
40
<PAGE> 1
EXHIBIT 2.1
"Articles of Incorporation"
41
<PAGE> 2
ARTICLES OF INCORPORATION
OF
DBS HOLDINGS INC.
FIRST. The name of the corporation is:
DBS HOLDINGS INC.
SECOND. Its registered office in the State of Nevada is located at
2533 North Carson Street, Carson City, Nevada 89706 that this Corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the board of Directors, or
by the by-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To
engage in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
42
<PAGE> 3
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power to take the
same by devise or bequest in the State of Nevada, or in any other state,
territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises,
43
<PAGE> 4
or for any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
44
<PAGE> 5
objects of the corporation, whether or not such business is similar in nature to
the objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.
FOURTH. That the total number of common stock authorized that may be
issued by the Corporation is TWENTY MILLION (20,000,000) shares of stock with a
par value of one-tenth of a cent ($.001) and no other class of stock shall be
authorized. Said shares may be issued by the corporation from time to time for
such considerations as may be fixed by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first board of Directors shall be
one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
SIXTH. The capital stock, after the amount of the subscription price,
or par
45
<PAGE> 6
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
SEVENTH. The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more
46
<PAGE> 7
committees, each committee to consist of one or more of the Directors of the
Corporation, which, to the extent provided in the resolution, or in the By-Laws
of the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation. Such
committee, or committees, shall have such name, or names, as may be stated in
the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting
power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power
and authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate
franchises, upon such terms and conditions as its board of Directors deems
expedient and for the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or omission
of any such director or officer; provided,
47
<PAGE> 8
however, that the foregoing provision shall not eliminate or limit the
liability of a director or officer (i) for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend, alter,
change or repeal any provision contained in the Articles of Incorporation, in
the manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
48
<PAGE> 9
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this March 18, 1999.
Brent Buscay
--------------------------------------
Brent Buscay
STATE OF NEVADA )
) SS:
CARSON CITY )
On this March 18, 1999 in Carson City, Nevada,
before me, the undersigned, a Notary Public in and for Carson City, State of
Nevada, personally appeared:
Brent Buscay
Known to me to be the person whose name is subscribed to the foregoing document
and acknowledged to me that he executed the same.
[signed]
--------------------------
Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
March 18, 1999 [signed]
Date ---------------------------
Vice President
49
<PAGE> 1
EXHIBIT 2.2
"By-Laws"
50
<PAGE> 2
DBS HOLDINGS, INC.
BY-LAWS
ARTICLE I MEETINGS OF SHAREHOLDERS
1. Shareholders' Meetings shall be held in the office of the
corporation, at Carson City, NV, or at such other place or places as the
Directors shall, from time to time, determine.
2. The annual meeting of the shareholders of this corporation shall be
held at 11:00 a.m. on the 19th day of March of each year beginning in 2000, at
which time there shall be elected by the shareholders of the corporation a
Board of Directors for the ensuing year, and the shareholders shall transact
such other business as shall properly come before them. If the day fixed for
the annual meeting shall be a legal holiday such meeting shall be held on the
next succeeding business day.
3. A notice signed by any Officer of the corporation or by any person
designated by the Board of Directors, which sets forth the place of the annual
meeting, shall be personally delivered to each of the shareholders of record,
or mailed postage prepaid, at the address as appears on the stock book of the
corporation, or if no such address appears in the stock book of the
corporation, to his last known address, at least ten (10) days prior to the
annual meeting.
Whenever any notice whatever is required to be given under any article of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper notice.
51
<PAGE> 3
4. A majority of the shares issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the shareholders.
5. If a quorum is not present at the annual meeting, the shareholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.
6. Special meetings of the shareholders may be called at anytime by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the corporation. The Secretary shall send a notice of such
called meeting to each shareholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the shareholders, unless by unanimous consent of all
shareholders present, either in person or by proxy.
7. Each shareholder shall be entitled to one vote for each share of stock
in his own name on the books of the corporation, whether represented in person
or by proxy.
8. At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
9. The following order of business shall be observed at all meetings of
the
52
<PAGE> 4
shareholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving of the minutes of the
previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
10. Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the corporation.
2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of such shares and
the date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.
4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession.
53
<PAGE> 5
assignment or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, and cancel the old
certificate; every such transfer shall be entered on the transfer book of the
corporation.
5. The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE III DIRECTORS
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the shareholders at their meeting to manage the affairs of
the corporation. The Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
2. Vacancies on the Board of Director by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1:00 p.m.,
on the 19th day of March of each year beginning in 2000 at the office of the
company at Carson City, NV, or at such other time or place as the Board of
Directors shall by resolution appoint; special meetings may be called by the
President or any Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate waiver of notice and
called when executed by a majority of the Directors of the company. A majority
of the Directors shall constitute a quorum.
4. The Directors shall have the general management and control of the
business and
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affairs of the corporation and shall exercise all the powers that may be
exercised or performed by the corporation, under the statutes, the Articles of
Incorporation, and the By-Laws. Such management will be by equal vote of each
member of the Board of Directors with each Board member having an equal vote.
5. The act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Directors.
6. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.
7. Any or all of the Directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without cause
only by vote of the shareholders.
8. A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such Officer, and the acceptance of the resignation shall not be
necessary to make it effective.
9. A Director of the corporation who is present at a meeting of the
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the
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corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
ARTICLE IV OFFICERS
1. The Officers of this company shall consist of: a President, one or
more Vice Presidents, Secretary, Treasurer, and such other officers as shall,
from time to time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
shareholders and shall have general charge and control over the affairs of the
corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President
during the absence or disability of the President and shall have such powers and
such duties as may be assigned to him, from time to time, by the Board of
Directors.
4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the shareholders and Directors, shall have charge of the corporate books,
and shall make such reports and perform such other duties as are incident to
his office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the Nevada
Revised Statutes and supplies to the Nevada Resident Agent or Registered Office
in Nevada, any and all amendments to the corporation's Articles of
Incorporation and any and all amendments or changes to the By-Laws of the
corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or Registered Office in Nevada, and maintain,
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a current statement setting out the name of the custodian of the stock ledger
or duplicate stock ledger, and the present and complete Post Office address,
including street and number, if any, where such stock ledger or duplicate stock
ledger is kept.
5. The TREASURER shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation in payment of the just demands against the
corporation, or as may be ordered by the Board of Directors, making proper
vouchers for such disbursements and shall render to the Board of Directors,
from time to time, as may be required of him, an account of all his
transactions as Treasurer and of the financial condition of the corporation. He
shall perform all duties incident to his office or which are properly required
of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the corporation's registered
office in the State of Nevada, upon whom process against the corporation may be
served and shall perform all duties required of him by statute.
7. The salaries of all Officers shall be fixed by the Board of Directors
and may be changed, from time to time, by a majority vote of the Board.
8. Each of such Officers shall serve for a term of one (1) year or until
their successors are chosen and qualified. Officers may be re-elected or
appointed for successive annual terms.
9. The Board of Directors may appoint such other Officers and Agents, as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined, from time to time, by the Board of Directors.
10. Any Officer or Agent elected or appointed by the Directors may be
removed by
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the Directors whenever in their judgment the best interests of the corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
11. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
The corporation shall indemnify any and all of its Directors and Officers,
and its former Directors and Officers, or any person who may have served at the
corporation's request as a Director or Officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been Director(s) or Officer(s) of the
corporation, or of such other corporation, except, in relation to matters as to
which any such Director or Officer or former Director or Officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of shareholders or otherwise.
ARTICLE VI DIVIDENDS
The Directors may, from time to time, declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VII WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the corporation under the provisions of
these By-Laws or under the
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provisions of the Articles of Incorporation, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE VIII AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote of the
shareholders at any annual meeting or at any special meeting called for that
purpose.
2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Laws adopted by the shareholders
of the company.
CERTIFIED TO BE THE BY-LAWS OF:
DBS HOLDINGS, INC.
[signed]
BY: ___________________________
Secretary
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<PAGE> 1
EXHIBIT 6.1
"Asset purchase agreement between
Investor Service and DBS Holdings Inc."
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<PAGE> 2
THIS OFFER TO PURCHASE is dated for reference March 23, 1999.
BETWEEN:
DBS HOLDINGS INC. located at 1898 Peardonville Rd.
Abbotsford BC. V4X 2M4
(hereinafter called the Buyer)
AND:
INVESTOR SERVICE located at #101 9668 148th St.
Surrey BC. V3R 0W2 (http://www.investorservice.com)
(hereafter called the Seller)
NOW THEREFORE THIS AGREEMENT WITNESSES, that in consideration of the sum of
$1.00 paid by each of the parties hereto to the others of them, the receipt of
which is hereby acknowledged, and in consideration of the mutual covenant and
promises among them as contained herein, the parties agree as follows:
1.0 PROPOSED PURCHASE
1.1 the domain name investorservice.com
1.2 any and all contracts negotiated to date by investorservice.com
1.3 any and all client details
2.0 COMPENSATION
2.1 The Buyer will compensate the Seller with a payment of $2,500.00 US
and 5,000 shares of the Buyer's publicly traded company, for an
initial 19% interest in investorservice.com
2.2 The buyer has a further option to increase its interest in
investorservice.com to 100% as set out below.
3.0 SCHEDULE OF COMPENSATION
3.1 The Buyer will require a Due diligence period from March 23/99 to May
23/99.
3.2 At the conclusion of the due diligence, May 23/99, the purchaser will
require 30-days, to June 23/99, to comply with any rules of the
Securities Commission. At the end of this 30-day period a
non-refundable payment will be made from the Buyer to the Seller of
$2,500.00 US plus 5,000 shares of the Purchaser's publicly traded
company for a 19% interest in investorservice.com.
4.0 BUYER's OPTION
4.1 The Buyer has the option to purchase the remaining 81% of
investorservice.com from the Seller for 20,000 shares of the Buyer's
publicly traded company payable as follows: three additional 5,000
share blocks, each representing 20%, and one final 5,000 share block,
representing 21%, to be dispersed in a timely manner at the discretion
of the purchaser on or before March 23/00.
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<PAGE> 3
WITNESS WHEREOF the parties have hereunto executed this Agreement as of the day
and year first above written.
Signed, sealed and delivered )
by STEPHEN STANLEY )
in the presence of: )
[signed] [signed]
____________________________ ) ______________________
Name of Witness ) STEPHEN STANLEY
____________________________ )
)
____________________________ )
Address of Witness
Signed, sealed and delivered )
by Daniel Steunenberg )
in the presence of: )
[signed] [signed]
____________________________ ) ______________________
Name of Witness ) DANIEL STEUNENBERG
____________________________ )
)
____________________________ )
Address of Witness
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<PAGE> 1
EXHIBIT 6.2
"Amendment to the Asset purchase agreement between
Investor Service and DBS Holdings Inc."
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<PAGE> 2
THIS AMENDMENT TO THE REFERENCED OFFER TO PURCHASE is dated for reference
March 15, 2000.
BETWEEN:
DBS HOLDINGS INC. located at 1898 Peardonville Road
Abbotsford, B.C.
V4X 2M4 (hereinafter called the buyer)
AND:
INVESTOR SERVICE located at 101 - 9668 148th Street
Surrey, B.C.
V3R 0W2 (hereinafter called the seller)
NOW THEREFORE THIS AGREEMENT WITNESSES, that in respect of the OFFER TO
PURCHASE dated March 23, 1999, wherein the buyer agreed to purchase and the
seller agreed to sell the domain name investorservice.com, the parties agree as
follows:
1. TO AMEND, Item #4, BUYER'S OPTION, to read as follows:
The Buyer has the option to purchase the remaining 81% of
investorservice.com from the Seller for 20,000 shares of the Buyer's
publicly traded company payable as follows; three additional 5,000
shares blocks, each representing 20%, and one final 5,000 share block,
representing 21%, to be disposed in a timely manner at the discretion
of the purchaser on or before September 23, 2000.
WITNESS WHEREOF the parties have hereunto executed this Amendment to the OFFER
TO PURCHASE as of the day and year first above written.
Signed, sealed and delivered )
By Stephen Stanley )
In the presence of: )
)
)
)
[signed] ) [signed]
_______________________________ ) ______________________________
Witness ) Stephen Stanley
)
)
Signed, sealed and delivered )
By Daniel Steunenberg )
In the presence of: )
)
)
)
[signed] ) [signed]
_______________________________ ) ______________________________
Witness ) Daniel Steunenberg
)
)
64
