SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
DBS Holdings, Inc.
------------------
(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(Title of Class of Securities)
24021M-10-6
--------------
(CUSIP Number)
Kevin J. Kinnear
Ducker, Montgomery & Lewis, P.C.
1500 Broadway, Suite 1500
Denver, Colorado 80202
(303) 861-2828
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 22, 2000
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d01(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 25 Pages
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 2 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel Steunenberg
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 1,000,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 1,000,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 3 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eli Stratulat
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 725,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 725,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,000(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Does not include an additional 125,000 shares beneficially owned that are
not a part of the transaction to which this statement relates.
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 4 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David Steunenberg
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 625,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 625,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 5 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Madalene Stanley
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 800,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 800,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 6 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ken Paul
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 800,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 800,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 7 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nelson Stratulet
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 750,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 750,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 8 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andy Mooney
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 750,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 750,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 9 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jim Nickel
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 750,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 750,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 10 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Alex Basic
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 500,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 500,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 11 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irene Hurtubise
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 800,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 800,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 12 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gordon Stanley
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 700,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 700,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 13 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irma Paul
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 800,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 800,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 14 of 25 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Chansu Financial, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 750,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 750,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 15 of 25 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.001 par value per share (the
"Common Stock"),of DBS Holdings, Inc., a Nevada corporation (the "Issuer"). The
Issuer's principal executive offices are located at 1898 Peardonville Road,
Abbotsford, B.C., Canada, V4X 2M4.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this statement are Daniel Steunenberg, Eli Stratulat, David
Steunenberg, Madalene Stanley, Ken Paul, Nelson Stratulat, Andy Mooney, Jim
Nickel, Alex Basic, Irene Hurtubise, Gordon Stanley, Irma Paul, and Chansu
Financial, Inc. (collectively, the "Reporting Persons").
Daniel Steunenberg is a citizen of Canada whose business address is A-1898
Peardonville Road, Abbotsford, B.C., Canada, V4X 2M4. Mr. Steunenberg is a
self-employed businessperson whose principal business is investing.
Eli Stratulat is a citizen of Canada whose business address is 21029 36th
Avenue, Langley, B.C., Canada V3A 8N5. Mr. Stratulat is a self-employed
businessperson whose principal business is investing.
David Steunenberg is a citizen of Canada whose business address is B-1898
Peardonville Road, Abbotsford, B.C., Canada, V4X 1C4. Mr. Steunenberg is a
self-employed businessperson whose principal business is drafting and
engineering.
Madalene Stanley is a citizen of Canada whose address is 208 - 31930 Old
Yale Road, Abbotsford, B.C., Canada, V2T 2C7. Ms. Stanley works at home as
a homemaker.
Ken Paul is a citizen of Canada whose business address is 3222 Clearbrook
Road, Abbotsford, B.C., Canada V2T 4N7. Mr. Paul is a self-employed
businessperson whose principal business is advertising sales.
Nelson Stratulat is a citizen of Canada whose business address is 31556 Old
Yale Road, Abbotsford, B.C., Canada, V2T 2B3. Mr. Stratulat is a
self-employed businessperson whose principal business is construction.
Andy Mooney is a citizen of Canada whose business address is 5510 Miller
Road, Richmond, B.C., Canada V7B 1K4. Mr. Mooney is a pilot with Canadian
Airlines, whose principal business is airline transportation.
Jim Nickel is a citizen of Canada whose business address is 1640 Ross Road.
Mr. Nickel is a self-employed businessperson whose principal business is
construction.
Alex Basic is a citizen of Canada whose business address is 1407 Georgia
Street E., Vancouver, B.C., Canada, V5L 2A9. Mr. Basic is a draftsman for
Geo. Third & Son Fabrication, whose principal business is steel
fabrication.
Irene Hurtubise is a citizen of Canada whose business address is 12930
203rd Street, Maple Ridge, B.C., Canada V2X 4N2. Ms. Hurtubise is an
agricultural technician for Pelton Reforestation, whose principal business
is forest seedling nursery.
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 16 of 25 Pages
Gordon Stanley is a citizen of Canada whose business address is #2000, 777
Hornby Street, Vancouver, B.C., Canada V6Z 1S4. Mr. Stanley is an Investor
Relations employee of International Wex Technologies, Inc., whose principal
business is the research, development, and distribution of pharmaceutical
products.
Irma Paul is a citizen of Canada whose business address is 33071 Railway
Ave., Mission, B.C., Canada V2V 1E2. Ms. Paul is a counselor of Union
Gospel Mission whose principal business is humanitarian relief and outreach
programs.
Chansu Financial, Inc. information was unavailable at the time this filing
was due; this information will be included in an amendment to Schedule 13D.
During the last five years, none of the Reporting Persons have:
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or
(b) been a party to a civil proceeding or administrative body of competent
jurisdiction as a result of which it/he is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable; since the Reporting Persons are disposing of the securities that
are the subject of this Schedule 13D by granting options for the purchase of the
securities as described in Items 4 and 6, below, they do not have information
regarding the source of funds used by the purchasers in this transaction. The
total amount of consideration paid to the Reporting Persons for the options
granted was $100,000. Each of the Reporting Persons funded each of their earlier
purchases of the Issuer's Common Stock with personal funds, except Chansu
Financial, Inc., which funded its earlier purchases of the Issuer's Common Stock
with working capital. None of the funds used by any of the Reporting Persons to
purchase the Common Stock consisted of funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
shares of common stock.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have granted options, pursuant to that Option Agreement
described in Item 6, below, to the Purchasers that, if exercised by the
termination date, will result in the transfer from the Reporting Persons to the
Purchasers of 9,750,000 shares, or 89.3% of the outstanding shares, of the
Issuer's Common Stock.
Each of the Reporting Persons may make further purchases of the shares of the
Issuer's Common Stock from time to time and may dispose of any or all of the
shares of Common Stock held by it/him at any time. Except as described above,
none of the Reporting Persons has any current plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of the instructions to Item 4 of Schedule 13D. However, each of
the Reporting Persons intend to continuously review its/his investment in the
Issuer, and may, at any time and from time to time, review or reconsider its/his
position and formulate plans or proposals that relate to, might result in, or
have the purpose or effect of changing or influencing control of the Issuer, or
that relate to or would result in any of the other events enumerated in the
instructions to Item 4 of Schedule 13D.
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 17 of 25 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Daniel Steunenberg may be deemed to beneficially own, and has granted an
option for the sale of, in the aggregate, 1,000,000 shares, or 9.2%, of the
Issuer's Common Stock.
Eli Stratulat may be deemed to beneficially own, and has granted an option
for the sale of, in the aggregate, 725,000 shares,or 6.6%, of the Issuer's
Common Stock.
David Steunenberg may be deemed to beneficially own, and has granted an
option for the sale of, in the aggregate, 625,000 shares, or 5.7%, of the
Issuer's Common Stock.
Madalene Stanley may be deemed to beneficially own, and has granted an
option for the sale of, in the aggregate, 800,000 shares, or 7.3%, of the
Issuer's Common Stock.
Ken Paul may be deemed to beneficially own, and has granted an option for
the sale of, in the aggregate, 800,000 shares, or 7.3%, of the Issuer's
Common Stock.
Nelson Stratulat may be deemed to beneficially own, and has granted an
option for the sale of, in the aggregate, 750,000 shares, or 6.9%, of the
Issuer's Common Stock.
Andy Mooney may be deemed to beneficially own, and has granted an option
for the sale of, in the aggregate, 750,000 shares, or 6.9%, of the Issuer's
Common Stock.
Jim Nickel may be deemed to beneficially own, and has granted an option for
the sale of, in the aggregate, 750,000 shares, or 6.9%, of the Issuer's
Common Stock.
Alex Basic may be deemed to beneficially own, and has granted an option for
the sale of, in the aggregate, 500,000 shares, or 4.6%, of the Issuer's
Common Stock.
Irene Hurtubise may be deemed to beneficially own, and has granted an
option for the sale of, in the aggregate, 800,000 shares, or 7.3%, of the
Issuer's Common Stock.
Gordon Stanley may be deemed to beneficially own, and has granted an option
for the sale of, in the aggregate, 700,000 shares, or 6.4%, of the Issuer's
Common Stock.
Irma Paul may be deemed to beneficially own, and has granted an option for
the sale of, in the aggregate, 800,000 shares, or 7.3%, of the Issuer's
Common Stock.
Chansu Financial, Inc. may be deemed to beneficially own, and has granted
an option for the sale of, in the aggregate, 750,000 shares, or 6.9%, of
the Issuer's Common Stock.
(b) Daniel Steunenberg has sole voting and dispositive power over all 1,000,000
shares of the Issuer's Common Stock owned by him.
Eli Stratulat has sole voting and dispositive power over all 725,000 shares
of the Issuer's Common Stock owned by him.
David Steunenberg has sole voting and dispositive power over all 625,000
shares of the Issuer's Common Stock owned by him.
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 18 of 25 Pages
Madalene Stanley has sole voting and dispositive power over all 800,000
shares of the Issuer's Common Stock owned by her.
Ken Paul has sole voting and dispositive power over all 800,000 shares of
the Issuer's Common Stock owned by him.
Nelson Stratulat has sole voting and dispositive power over all 750,000
shares of the Issuer's Common Stock owned by him.
Andy Mooney has sole voting and dispositive power over all 750,000 shares
of the Issuer's Common Stock owned by him.
Jim Nickel has sole voting and dispositive power over all 750,000 shares of
the Issuer's Common Stock owned by him.
Alex Basic has sole voting and dispositive power over all 500,000 shares of
the Issuer's Common Stock owned by him.
Irene Hurtubise has sole voting and dispositive power over all 800,000
shares of the Issuer's Common Stock owned by her.
Gordon Stanley has sole voting and dispositive power over all 700,000
shares of the Issuer's Common Stock owned by him.
Irma Paul has sole voting and dispositive power over all 800,000 shares of
the Issuer's Common Stock owned by her.
Chansu Financial, Inc. has sole voting and dispositive power over all
750,000 shares of the Issuer's Common Stock owned by it.
(c) Except for the granting of the options that are the subject of this
Schedule 13D, none of the Reporting Persons have been involved in any
transactions related to the shares of the Issuer's common stock owned by
the Reporting Persons that were effected in the past sixty (60) days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale, the
shares of Common Stock that are the subject of this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Persons have entered into that certain Option Agreement, dated
December 22, 2000, by and between the Reporting Persons and a group of investors
represented by Heath Ellingham and certain shareholders of M-I Vascular
Innovations, Inc. (together, the "Purchasers"), which Option Agreement is
attached hereto as Exhibit 1. Pursuant to that Option Agreement, the Reporting
Persons have granted to the Purchasers options to acquire 9,750,000 shares, or
89.3%, of Issuer's Common Stock beneficially owned by the Reporting Persons.
These options may be exercised by the Purchasers at any time on or after January
1, 2000, but shall terminate at the end of the day on March 31, 2001 if not
exercised by that time.
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 19 of 25 Pages
Pursuant to Rule 13d-1(k), the Reporting Persons have entered into an agreement
to the joint filing of this statement and any amendment or amendments hereto,
which is attached hereto as Exhibit 2 and is incorporated herein by reference.
Except as described herein, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 hereof
and between such persons and any person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any other
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There is filed herewith as Exhibit 1 a written agreement relating to the
granting of the options described in Items 4 and 6, above. There also is filed
herewith as Exhibit 2 a written agreement relating to joint filing as required
by Rule 13d-1(k).
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: January 2, 2001 /s/ Daniel Steunenberg
--------------------------------------
Daniel Steunenberg
Attorney-in-fact for Reporting Persons
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 20 of 25 Pages
EXHIBIT 1
AMENDMENT TO OPTION AGREEMENT
DBS HOLDINGS, INC.
This Amendment to Option Agreement, effective as of December 22, 2000,
amends the following terms and conditions under which certain shareholders
listed on Exhibit A to the Option Agreement ("Shareholders") of DBS Holdings,
Inc. (the "Corporation"), have agreed with a diversified group of investors and
certain shareholders of M-I Vascular Innovations Inc. ("M-I") (such investors
and M-I shareholders being referred herein collectively as "Purchasers") to sell
to the Purchasers shares of the Corporation owned by such Shareholders on the
basis set forth in the Option Agreement, as amended herein:
A. Subsection (b) of Section 2 of the Option Agreement is hereby amended to
read as follows:
2. Term and Exercise.
-----------------
(b) The Option may be exercised at any time on or after January 1, 2001
and prior to termination of the Option in the aggregate only in full, i.e. only
as to all 9,750,000 Shares subject to the Option. Subject to the foregoing, the
Purchasers may exercise the Option in any proportions as they may agree among
themselves. Absent such agreement, each Purchaser shall be entitled to exercise
such Purchaser's Pro Rata Share of the Option.
B. All other terms and conditions of the Option Agreement remain
unchanged, and are hereby affirmed and ratified.
Done this 29th day of December, 2000.
SHAREHOLDERS: PURCHASERS:
By: /s/ Daniel Steunenberg By: /s/ Heath Ellingham
------------------------------ -----------------------------------
Daniel Steunenberg Heath Ellingham, Authorized Agent
Attorney-in-fact
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 21 of 25 Pages
OPTION AGREEMENT
DBS HOLDINGS, INC.
This Option Agreement will set forth the terms and conditions under which
certain shareholders listed on Exhibit A attached ("Shareholders") of DBS
Holdings, Inc. (the "Corporation"), have agreed with a diversified group of
investors and certain shareholders of M-I Vascular Innovations Inc. ("M-I")
(such investors and M-I shareholders being referred herein collectively as
"Purchasers") to sell to the Purchasers shares of the Corporation owned by such
Shareholders on the basis set forth below:
1. Grant of Option.
---------------
(a) Each of the Purchasers shall have the option (the "Option"),on the
basis of the ratio of the Purchaser's contribution to the Exercise Price defined
below ( "Pro Rata Share"), subject to the terms and conditions hereinafter set
forth, to purchase such Purchaser's Pro Rata Share of an aggregate of 9,750,000
shares of the Common Stock (the "Common Stock") of the Corporation and shall,
immediately upon the exercise of the Option by the Purchasers, and the issuance
of shares pursuant thereto, represent eighty nine and thirty hundreths percent
(89.30%)(undiluted) of the total issued and outstanding Common Stock of the
Corporation (the "Shares"). The Purchasers agree to pay $100,000 for the Option
immediately after execution of this Option Agreement by the Purchaser's
Representative and Daniel Steunenberg as attorney-in-fact for the Shareholders
(the "Option Price") and delivery of the certificates representing the Shares to
Richard F.Mauro P.C. in acceptable form for transfer to the Purchasers.
(b) Pending exercise of this Option, the certificates representing the
Shares, each duly endorsed for transfer with signature medallion guaranteed,
will be held in escrow by Richard F. Mauro P.C., counsel to the diversified
group of investors (as to approximately 4,250,000 shares) and Scott Reed Esq.,
counsel to the M-I investors (as to approximately 5,500,000 shares), as escrow
agents, and will be delivered for transfer to Purchasers upon exercise, if any,
of this Option. If this Option is not exercised or terminates, the shares will
be delivered to the Shareholders' attorney for return to each Shareholder. If
any dispute shall arise between the parties with respect to these escrow
provisions, the escrow agents are authorized to, and shall, place the
certificates representing the Shares in the custody of the Denver District
Court, Denver, Colorado in an interpleader action, which Court, the parties
agree, shall have exclusive jurisdiction to resolve the dispute. The parties
agree, jointly and severally to indemnify and hold harmless the escrow agents
from any and all costs, expenses, damages and liabilities of any nature
(including reasonable attorneys fees) incurred in their acting as escrow agent
hereunder.
2. Term and Exercise.
-----------------
(a) If not earlier exercised, the Option shall terminate and be of no
further effect on March 31, 2001.
(b) The Option may be exercised at any time prior to termination of the
Option in the aggregate only in full, i.e. only as to all 9,750,000 Shares
subject to the Option. Subject to the foregoing, the Purchasers may exercise the
Option in any proportions as they may agree among themselves. Absent such
agreement, each Purchaser shall be entitled to exercise such Purchaser's Pro
Rata Share of the Option.
(c) Purchasers shall exercise this Option by payment of their
respective Pro Rata Shares of the Exercise Price in cash, bank check or wire
transfer delivered to the trust account of legal counsel to the Shareholders or
such other duly authorized agent of the Shareholders.
(d) Upon exercise of the Option as set forth above, the escrow agents
will release the Shares to their respective clients according to their client's
instructions.
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 22 of 25 Pages
3. Exercise Price.
--------------
The Exercise Price at which the Shares of the Common Stock shall be
purchased upon the exercise of this Option shall be $400,000 in the aggregate
for the 9,750,000 Shares to be purchased hereunder, payable $100,000 by credit
of the Option Price against the Exercise Price and the balance of $300,000 in
cash, bank check or by wire transfer delivered as set forth above. All
references to Dollars or $ in this Option Agreement shall mean United States
Dollars.
4. Prohibition of Certain Events.
-------------------------------
Anything contained in this Option Agreement to the contrary
notwithstanding, the Shareholders agree, and shall use their best efforts during
the Option term (including not voting for and voting against) to cause the
Corporation not to: (a) merge or consolidate into, any other corporation (other
than a merger in which the Corporation is the surviving corporation); (b) enter
into any share exchange; (c) enter into any agreement to transfer all or
substantially all of the assets of the Corporation; (d) dissolve, liquidate or
wind up the Corporation; (e) issue, or agree to issue, any shares of its capital
stock or rights to acquire such shares (except upon exercise of warrants
described in paragraph 6 (a) (ii); (f) incur any debt out of the ordinary course
of business; or (g) enter into any new business or suffer any material change in
its financial condition or business; provided however, the above restrictions
shall not apply to any transaction between any of the Corporation, the
Shareholders, the Purchasers and M-I Vascular Inc or to any transaction approved
in writing by Purchasers.
5. Transferability.
---------------
This Option may be assigned, pledged, hypothecated, sold or otherwise
transferred or encumbered by a Purchaser without restriction.
6. Representations and Warranties.
------------------------------
a. Shareholders represent and warrant, jointly, as follows:
i. Corporation is, and until termination of this Option will be, a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada. Corporation has, and will have, the power and authority
to own, lease and operate its properties and to conduct its business as such
business is now being conducted by Corporation. A complete and correct copy of
the Articles of Incorporation, as amended, and the Bylaws, as amended, of
Corporation, have been delivered to Purchasers.
ii. Corporation is authorized to issue 20,000,000 shares of Common
Stock. Corporation has validly issued, and has outstanding 10,918,500 shares of
Common Stock all of which are fully paid and non-assessable. In addition, the
Corporation has issued and outstanding warrants to purchase an aggregate of up
to 166,000 shares of Common Stock, exercisable at an exercise price of $.10 per
share, all of which warrants expire on or before May 1, 2001. Upon issuance,
sale, transfer and delivery of the Shares to Purchasers, assuming no exercise of
such warrants, the Shares and another 1,168,500 shares of the Corporation's
Common Stock currently issued and outstanding, will, constitute all of the
issued and outstanding capital stock of Corporation. Other than as set forth in
this paragraph, there are no outstanding rights, options, warrants,
subscriptions, contracts or other form of interests to purchase the capital
stock of the Corporation.
iii. When sold, transferred and delivered to Purchasers upon
payment of the Exercise Price therefor, the Shares will be fully paid and
non-assessable, free and clear of all mortgages, pledges, liens, security
interests and encumbrances and are not subject to any restrictions or holding
periods, except that shares of "affiliates" will be deemed "restricted" under
United States securities laws.
iv. Corporation has filed with the Securities and Exchange
Commission ("SEC") all registration statements, financial statements,
applications, reports, schedules, forms, proxy statements and all other
instruments, documents and written information (collectively "SEC Filings")
required to have been filed by Corporation under the Securities Act of 1933 and
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 23 of 25 Pages
the Securities and Exchange Act of 1934. At the date hereof and until
termination of this Option, none of the SEC Filings contains, or will contain,
any untrue statement of a material fact, or omits, or will omit to state a
material fact necessary in order to make the statements contained therein, in
light of the circumstances in which they were made, not misleading. The
Corporation is listed and called for trading on the NASD's OTCBB, is in good
standing and the Shareholders shall use their best efforts to maintain such
listing during the Option term.
v. Since the date of the last Form 10-QSB, there has not been a
material adverse change in the business, assets, financial condition or legal
condition of the Corporation.
b. Each Shareholder severally represents and warrants that (i) such
Shareholder has duly authorized the execution, sealing and delivery of this
Option and the transactions hereby contemplated, and no action, confirmation or
ratification by the shareholders of the Corporation or by any other person,
entity or governmental authority is required in connection therewith, (ii) such
Shareholder has the power and authority to execute, seal and deliver this
Option, to consummate the transactions hereby contemplated and to take all other
actions required to be taken by it pursuant to the provisions hereof, (iii) this
Option Agreement is valid and binding upon the Shareholders in accordance with
its terms, (iv) no writ, injunction, decree, law, rule or regulation applicable
to Corporation or such Shareholder has been issued, and (v) such Shareholder has
had access to all material information concerning this transaction and the
Purchaser he deems necessary, and further, he has disclosed all material facts
concerning this transaction and any related agreements to other Shareholders and
Purchasers.
c. Each Purchaser warrants and represents as follows:
i. He has duly authorized the execution of this Option by Heath
Ellingham as his representative, and the transactions hereby contemplated;
ii. No action, confirmation or ratification by the Purchaser or by
any other person, entity or governmental authority is required in connection
therewith;
iii. Each Purchaser has the power and authority to enter into this
Option and to consummate the transactions hereby contemplated and to take all
other actions required to be taken by him pursuant to the provisions hereto;
iv. Each Purchaser has taken all actions required by law or
otherwise, to authorize the this Option;
v. This Option Agreement is valid and binding upon Purchaser in
accordance with its terms; and
vi. Neither the execution, sealing and delivery of this Agreement
nor the consummation of said transactions will constitute any violation or
breach any order, writ, injunction, decree, law, rule or regulation applicable
to such Purchaser.
vii. Each Purchaser is an "accredited Purchaser" as that term is
defined by the SEC in Regulation D or is a Regulation S qualified purchaser and
is fully accredited under the laws of his domicile. Each Purchaser shall comply
with applicable United States securities laws, including any required Schedule
13D filings with the SEC.
7. No Broker.
---------
No party is, and until termination of this Option will not be, liable
or obligated to pay any finder's, agent's or broker's fee or commission arising
out of or in connection with this Option or the transactions contemplated by
this Option.
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 24 of 25 Pages
8. Binding Agreement.
-----------------
The parties intend this Option Agreement to be valid, binding and
effective upon due execution hereof. This Option Agreement is separately binding
on each of the Purchasers who act independently and are entering into this
Agreement collectively for mere convenience.
9. Governing Law.
-------------
This Option Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Colorado.
10. Successors and Assigns.
----------------------
All of the provisions of this Option Agreement shall be binding upon
the parties and their respective successors and assigns. This Option shall be
freely assignable by Purchasers, in whole or in part, upon notice to the
Shareholders' attorney-in-fact.
11. Amendment.
---------
This Option Agreement contains the full and complete agreement between
the parties hereto. This Option Agreement may be amended only by an instrument
in writing executed, sealed and delivered by the parties.
12. Third Parties.
-------------
Nothing expressed or implied in this Option Agreement is intended or
shall be construed to confer or give any person or entity other than the parties
hereto any rights or remedies under or by reason of this Option Agreement.
13. Counterparts.
------------
This Option Agreement may be executed simultaneously or in
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument. A telefaxed copy of an originally
signed document shall be deemed an original.
14. Counsel and Filings.
-------------------
Each of the Purchasers and Shareholders acknowledge that they have been
instructed to retain separate counsel and have done so. They acknowledge that
the counsel referred to above have been retained for the convenience and
efficiency of the parties and that each of the parties hereto act separately and
are separately responsible for filings which may be required.
SHAREHOLDERS: PURCHASERS:
By: /s/ Daniel Steunenberg By: /s/ Heath Ellingham
------------------------------ -----------------------------------
Daniel Steunenberg Heath Ellingham, Authorized Agent
Attorney-in-fact
ACKNOWLEDGED AND AGREED:
ESCROW AGENTS:
/s/ Richard F. Mauro
---------------------------
Richard F. Mauro
---------------------------
<PAGE>
CUSIP NO.: 24021M-10-6 13D Page 25 of 25 Pages
EXHIBIT 2
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Daniel Steunenberg, Eli Stratulat, David Steunenberg, Madalene Stanley,
Ken Paul, Nelson Stratulat, Andy Mooney, Jim Nickel, Alex Basic, Irene
Hurtubise, Gordon Stanley, Irma Paul, and Chansu Financial, Inc., each hereby
agrees that this Schedule 13D filed herewith, and any amendments thereto,
relating to the ownership of shares of Common Stock, $0.001 par value per share,
of DBS Holdings, Inc. is filed jointly on behalf of such persons.
Dated: January 2, 2001
/s/ Daniel Steunenberg
--------------------------------------
Daniel Steunenberg
Attorney-in-fact for Reporting Persons