U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended June 30,
1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from _______ to
_______
COMMISSION FILE NUMBER 0-28348
DBS INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 84-1124675
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94946
(Address of principal executive offices)
(415) 380-8055
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes <square> No <checked-box>
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class of Securities:Common Stock, $.0004 Par Value
Shares Outstanding as of July 31, 1998: 6,972,139
Transitional Small Business Disclosure Format: Yes: ___ No X
<PAGE>ii
INDEX
PAGE
PART I - FINANCIAL INFORMATION.............................................1
ITEM 1. Financial Statements............................................1
Condensed Consolidated Balance Sheets:
As of June 30, 1998 (unaudited) and December 31, 1997 (audited) ..........1
Condensed Consolidated Statements of Operations (unaudited):
For the Three Months and Six Months Ended June 30, 1998 and June 30, 1997
and for the period from April 25, 1990 (Inception) to June 30, 1998......2
Condensed Consolidated Statements of Cash Flows (unaudited):
For the Six Months Ended June 30, 1998 and June 30, 1997
and for the period from April 25, 1990 (Inception) to June 30, 1998........3
Notes to Condensed Consolidated Financial Statements.......................4
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................6
PART II - OTHER INFORMATION................................................8
ITEM 1. Legal Proceedings...............................................8
ITEM 2. Changes in Securities...........................................8
ITEM 3. Defaults Upon Senior Securities.................................8
ITEM 4. Submission of Matters to a Vote of Security Holders.............8
ITEM 5. Other Information...............................................9
ITEM 6. Exhibits and Reports on Form 8-K...............................10
<PAGE>1
DBS INDUSTRIES, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 1998 December 31,
(Unaudited) 1997
ASSETS
Current assets:
Cash and cash equivalents $ 24,568 $ 383,054
Stock subscription receivable 74,000 -
Prepaid and other current assets 104,419 119,265
---------- ----------
Total current assets 202,987 502,319
---------- ----------
Furniture and equipment (at cost) 73,277 73,277
Less accumulated depreciation 53,433 47,828
---------- ----------
19,844 25,449
---------- ----------
Other assets:
Investments and advances, net 851,490 1,248,649
Goodwill, net of accumulated amortization of
$86,170 and $81,864, respectively 4,820 9,126
---------- ----------
856,310 1,257,775
---------- ----------
Total assets $1,079,141 $1,785,543
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 518,514 $ 152,485
Customer advances 400,000 400,000
Accrued liabilities 125,911 145,019
Deferred compensation 246,000 216,000
---------- ----------
Total current liabilities 1,290,425 913,504
---------- ----------
Stockholders' equity (deficit)
Common stock 2,429 2,373
Capital in excess of par value 4,915,512 4,681,295
Warrants 112,500 112,500
Deficit accumulated during the development stage (5,156,725) (3,839,129)
Treasury stock (85,000) (85,000)
---------- ----------
Total stockholders' equity (deficit) (211,284) 872,039
---------- ----------
Total liabilities and stockholders'
equity (deficit) $1,079,141 $1,785,543
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>2
DBS INDUSTRIES, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Month Ended April 25, 1990
Ended June 30, (Inception) to
June 30, June 30,
<S> <C> <C> <C> <C> <C>
1998 1997 1998 1997 1998
Revenue $ - $ - $ - $ - $ 161,420
---------- ---------- ---------- ---------- ----------
Cost and operating expenses:
Cost of revenue - - - 127,580
General and administrative 340,898 335,594 646,380 704,186 7,109,367
Research and development 285,349 75,108 347,413 176,128 2,516,984
---------- ---------- ---------- ---------- ----------
626,247 410,702 993,793 880,314 9,753,931
---------- ---------- ---------- ---------- ----------
Loss from operations (626,247) (410,702) (993,793) (880,314) (9,592,511)
---------- ---------- ---------- ---------- ----------
Other income (expense):
Interest, net 3,872 (136,735) 2,194 (264,750) (739,686)
Equity in loss of investees, net (56,492) (16,117) (93,410) (33,234) (506,187)
Gain (loss) on sale of investment (228,323) - (228,323) 6,221,270 5,829,218
Other, net - - - - (56,634)
---------- ---------- ---------- ---------- ----------
(280,943) (152,852) (319,539) 5,923,286 4,526,711
---------- ---------- ---------- ---------- ----------
Income (loss) before provision
for income taxes and minority
interests (970,190) (563,554) (1,313,332) 5,042,972 (5,065,800)
Provisions for income taxes 4,265 - 4,265 - 99,500
---------- ---------- ---------- ---------- ----------
Income (loss) before minority
interests (911,455) (563,554) (1,317,597) 5,042,972 (5,165,300)
Minority interests in income of
consolidated subsidiaries - - - - 8,575
---------- ---------- ---------- ---------- ----------
Net income (loss) $ (911,455) $ (563,554) $(1,317,597) $5,042,972 $(5,156,725)
========== ========== ========== ========== ===========
Basic net income (loss) per share $ (0.15) $ (0.10) $ (0.22) $ 0.86
========== ========== ========== ==========
Diluted net income (loss) per share $ (0.15) $ (0.10) $ (0.22) $ 0.83
========== ========== ========== ==========
Weighted average number of shares of
common stock, basic 5,897,652 5,872,805 5,897,281 5,862,591
========== ========== ========== ==========
Weighted average number of shares of
common stock, diluted 5,897,652 5,872,805 5,897,281 6,057,847
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>3
DBS INDUSTRIES, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
April 25, 1990
Six Months Ended (Inception) to
June 30, June 30,
1998 1997 1998
Net cash used in operating activities $ (451,507) $ (608,832) $(8,237,800)
---------- ---------- -----------
Cash flows from investing activities:
Proceeds from sale of investment 199,940 - 1,099,940
Proceeds from Loral settlement - - 3,573,677
Purchase of fixed assets - - (105,524)
Organization costs - - (28,526)
Advances to officer - - (31,187)
Purchase of interest in Continental - - (2,292,409)
Investments and advances (204,848) - (1,006,282)
Net assets of purchased subsidiaries - - (147,500)
Cash transferred from Fi-Tek IV, Inc.
pursuant to the merger and
reorganization - - 156,648
Cash of divested subsidiary - - (277)
Purchase of patents - - (18,251)
Proceeds from repayment of advances
to affiliate - - 152,500
Restricted cash on credit line - - 300,000
---------- ---------- -----------
Net cash used by investing activities (4,908) 0 1,652,809
---------- ---------- -----------
Cash flows from financing activities:
Proceeds from credit line - 5,000 (300,000)
Issuance of debentures - 107,501 4,817,501
Issuance of common stock 97,929 45,408 3,251,445
Redemption of common stock warrants - - (19,490)
Stock issue costs - - (57,235)
Purchase of shares - - (5,000)
Payment of debentures - - (1,168,445)
Proceeds from stockholders' loans - 49,750 442,750
Payment of stockholders' loans - - (351,967)
---------- ---------- -----------
Net cash provided by financing
activities 97,929 207,659 6,609,559
---------- ---------- -----------
Net increase (decrease) in cash (358,486) (401,173) 24,568
Cash and cash equivalents,
beginning of period 383,054 402,588 -
---------- ---------- -----------
Cash and cash equivalents, end of
period $ 24,568 $ 1,415 $ 24,568
========== ========== ===========
Supplemental Disclosures of
Non-Cash Financing activities:
Stock subscription receivable $ 74,000 - $ 74,000
========== ========== ===========
Stock sale proceeds used to pay
service providers not received
by the Company $ 50,000 - $ 50,000
========== ========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>4
DBS INDUSTRIES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. UNAUDITED INTERIM FINANCIAL STATEMENTS
The information presented in the interim condensed consolidated financial
statements of DBS Industries, Inc. (DBSI or the Company) and its wholly owned
subsidiary, Global Energy Metering Services, Inc., (the subsidiary) is
unaudited. These condensed consolidated financial statements have been
prepared assuming the Company will continue as a going concern. Since
inception, the Company has devoted substantially all of its efforts to
developing its business. The Company has incurred substantial losses
and negative cash flows from operating activities. To address financing needs,
the Company is pursuing various financing alternatives. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not reflect any adjustments that might result
from the outcome of this uncertainty.
The financial statements include all adjustments consisting of only normal
recurring adjustments which are, in the opinion of management, necessary to
present fairly the condensed consolidated financial position of DBSI at June
30, 1998, and condensed consolidated results of operations and cash flows for
the interim periods reported. The results of operations for the interim period
presented are not necessarily indicative of expected results for the full
fiscal year.
Certain information and footnote disclosures normally contained in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The condensed consolidated
financial statements should be read in conjunction with the financial
statements and notes contained in DBSI's 1997 Annual Report to Shareholders.
NOTE 2. EQUITY IN INCOME & LOSSES OF INVESTEES
E-SAT Corporation
In October 1994, the Company and Echostar Communications, Inc. formed E-
SAT Corporation ("E-SAT") for the purpose of filing with the Federal
Communications Commission for a license to operate a low earth satellite
system. E-SAT filed a license application with the Federal Communications
Commission on November 16, 1994. In April 1998, the FCC formally approved E-
Sat's application. The Company holds a 20% interest in E-SAT. The Company's
total investments in and advances to E-SAT were $127,265 as of June 30, 1998.
The investment is accounted for using the equity method. The Company's equity
in losses of E-SAT for the six months ended June, 1998 were $93,410. As of
June 30, 1998, the Company had a net receivable of $724,225 from Echostar which
represents the excess of advances to date to E-SAT in excess of its
proportionate 20% share of its investee's financing requirements.
<PAGE>5
Seimac Limited
On November 30, 1995, the Company acquired 232,829 shares representing 20%
of the voting shares of common stock of Seimac Limited, a Canadian company,
pursuant to a stock purchase and exchange agreement in exchange for 165,519
shares of common stock of the Company, valued at $662,010. The Company's
investment of $662,010 was $464,255 in excess of the Company's proportionate
share of the net book value as of November 30, 1995. This excess was being
amortized over a five year period. On April 30, 1998, the company sold its
entire interest in Seimac and received $200,000 in cash and had $51,417 of debt
forgiven, in exchange for returning the 232,829 Seimac shares it owned. The
company recorded approximately a $228,000 loss in connection with this
transaction.
NOTE 3. CUSTOMER ADVANCES
The Company's wholly owned subsidiary, Global Energy Metering Services,
Inc. (GEMS), is party to a contract to deliver 10,000 satellite radio units.
The purchase order is for $1.2 million and under the terms of the purchase
order, GEMS would receive a total of $500,000 in advance payments on the
contract, based on certain milestone achievements. As of June 30, 1998, this
purchase order had been suspended by both parties due to the Company's limited
access to the Argos System. The $400,000 in milestone payments received are
reported as customer advances on the accompanying balance sheet. These
milestone payments could be subject to refund in whole or in part.
NOTE 4. NET INCOME (LOSS) PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
which establishes standards for computing and presenting earnings (loss) per
share. Under the new standard, Basic earnings per share is computed based on
the weighted average number of common shares outstanding and excludes any
potential dilution. Diluted earnings per share reflects the dilutive effects
of all outstanding Common Stock equivalents. The financial statements
presented have been restated to conform with current year presentation.
Options and warrants to purchase 2,507,733 shares of common stock with exercise
prices from $.40 to $5.60 were outstanding as of June 30, 1998 and were
excluded from the loss per share calculation for the quarter and the six month
period then ended as they have the effect of decreasing loss per share.
Options and warrants to purchase 1,330,116 shares of common stock with exercise
prices from $.40 to $5.60 were outstanding as of June 30, 1997 and were
excluded from the loss per share calculation for the quarter ended June 30,
1997 but were included in the earnings per share calculation for the six month
period ended June 30, 1997.
NOTE 5. EQUITY TRANSACTIONS
In June 1998, the Company issued 102,000 shares of its Common Stock at a
price of $2 per share. In connection with this stock offering, the Company
issued warrants to purchase 102,000 shares of the Company's Common Stock at an
exercise price of $3 per share through June 30, 2001.
In April 1998, the Company issued 12,500 shares of its Common Stock to one
of its directors as a result of his exercise of the related options
<PAGE>6
NOTE 6. SUBSEQUENT EVENT
In July 1998, the Company issued 900,000 shares of its Common Stock at a
price of $2.00 per share. In connection with this stock offering, the Company
issued warrants to purchase 900,000 shares of the Company's Common Stock at an
exercise price of $3.00 per share through June 30, 2001.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company, through its 20% owned subsidiary E-SAT, proposes to construct,
launch, and operate a two-way low-cost data messaging system (the "E-SAT
System") utilizing six low-earth orbit("LEO") satellites. LEO satellites orbit
the earth at altitudes of up to 1,000 miles, and with the Company's technology,
are capable of collecting and transmitting data at regular intervals from
monitors in hard-to-access locations and at a cost substantially less than
manually retrieving the information. The Company intends to initially develop
automated meter reading services monitoring energy-related meters such as
electrical, natural gas, water or propane, but may provide other data
collection services in the areas of vending machines.
RESULTS OF OPERATIONS
REVENUES
The Company remains in the development stage and did not generate any
revenues or significant net interest income in either the three or six months
ended June 30, 1998 or June 30, 1997.
COST AND OPERATING EXPENSES
Cost and operating expenses for the three months ended June 30, 1998 were
$626,247 as compared to $410,702 for the three months ended June 30, 1997.
During the three months ended June 30, 1998, cost and operating expenses
increased primarily in research and development because the Company has devoted
substantial amounts of its financial and personnel resources on developing its
automatic meter reading business. Cost and operating expenses for the six
months ended June 30, 1998 were $993,793 as compared to $880,314 for the six
months ended June 30, 1997. General and administrative expenses for the six
months ended June 30, 1998, decreased from the same period during the prior
year. During the six month ended June 30, 1997, the Company was involved in
litigation over an interest in a direct broadcast satellite license and
incurred substantial legal fees. This litigation was settled during 1997. The
decrease in general and administrative expenses for the six months ended June
30, 1998, was offset by an increase in research and development due to the
development of its automatic meter reading service.
OTHER INCOME (EXPENSE)
Other expense for the three months ended June 30, 1998, was $280,943 as
compared to $152,852 for the three months ended June 30, 1997. During the
three months ended June 30, 1998, the Company earned interest income of $3,872
compared to interest expense of $136,735 for the three months ended June 30,
1997. During 1997, the Company had debentures outstanding upon which it paid
<PAGE>7
interest. The debentures were paid off during the latter part of 1997. This
decrease in interest expense was offset by the loss of $228,323 incurred by the
Company upon the sale of its interest in Seimac and loss of $56,492 attributed
to its 20% interest in E-SAT. Other expense for the six months ended June 30,
1998 was $319,539 as compared to other income of $ 5,923,286 for the six months
ended June 30, 1997. During the six months ended June 30, 1997, the Company
incurred net interest expense $264,750 due to debentures outstanding and
recognized a gain $6,221,270 on the sale of securities. No similar net
interest expense or gain occurred during the six months ended June 30, 1998.
NET LOSS AND INCOME
The Company's net loss for the three month period ended June 30,1998, was
$911,455 compared to $563,554 for the three month period ended June 30, 1997.
Net loss for the six months ended June 30, 1998 was $1,317,597 compared to a
net profit of $5,042,972 for the six month period ended June 30, 1997. During
the six month period ended June 30, 1997, the Company's net income was due
primarily to a one-time gain on marketable equity securities of approximately
$6.2 million offset by operating and interest expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company has been in the development stage since its inception and has
not recognized any significant revenues or capital resources. The Company
anticipates monthly expenses to average approximately $170,000 - $200,000 per
month for the remaining calendar year which includes $125,000 per month for
operating, legal and consulting expenses, and $45,000 - $75,000 per month for
GEMS & E-SAT research & development. However, expenses will continue to
increase with the demands of developing the E-SAT license and business
applications. Accordingly, cash resources presently available to the Company
are not sufficient to continue operations at their projected level, and
additional capital will be necessary to expand operations or continue current
operations. Traditionally, the Company has relied on equity and debt
financings to finance its operations. Currently, the Company is offering to
accredited investors in a private placement up to 3 million units for $6
million in the aggregate with each unit, consisting of one share of common
stock and one warrant to purchase one share of common stock at $3.00 per
share. As of June 30, 1998, the Company had sold 102,000 units for gross
proceeds of $204,000. As of August 1, 1998, the Company has received
approximately an additional $1.8 million from the sale of units subsequent to
June 30, 1998.
Beginning in July 1996, the Company began to receive milestone payments
under the terms of a $1.2 million purchase order for 10,000 satellite radio
units. Under this agreement, the Company was eligible to receive up to
$500,000 towards development costs upon meeting the milestone requirements of
the contract. The Company met the first four milestones of the contract and
has received $400,000 in cash. Currently, the Company and ABB have suspended
their development under this agreement due to the expiration of the Company's
agreement for the use of the Argos system on December 31 1997, and the limits
placed on future commercial use of the Argos system. Therefore, such
milestone payments could be subject to refund, in whole or in part. These
funds are currently classified as customer advances. Unless and until the
Company is able to raise additional capital or become profitable through its
subsidiary's automated meter reading operations, the Company's liquidity and
capital resources will continue to be depleted. Historically, the Company has
funded its operations and obligations through the private placement of equity
securities and convertible debentures. The Company may continue to fund its
commitments through these financing methods. However, no assurances can be
<PAGE>8
given that the Company will be able to raise the necessary capital to meet its
commitments. In the event the Company is unable to raise the necessary
capital, its business objectives will be adversely affected.
The Company had cash and cash equivalents of $24,568 and $383,054 as of June
30, 1998 and December 31, 1997, respectively. The Company had a negative
working capital of $1,087,438 as of June 30, 1998, as compared to negative
working capital of $ 411,185, as of June 30, 1997. Until the Company is able
to develop, construct and operate its E-SAT satellite system and derive
revenues therefrom, the Company will continue to use cash for its operations
and development of the E-SAT system.
Net cash used in investing activities for the six month period ended June
30, 1998 was $4,908 compared to no net cash used in investing activities for
the six month period ended June 30, 1997. This net cash used represents the
difference between the proceeds from the divestiture of Seimac of $199,940 less
the advances to E-SAT of ($204,848).
Net cash provided by financing activities for the six month period ended
June 30, 1998, was $97,929 compared to $207,659 for the six months ended June
30, 1997. Net cash provided by financing activities during the six months
ended June 30, 1998 consisted entirely of the issuance of common stock and net
cash provided by financing activities during the six months ended June 30, 1997
consisted primarily of the issuance of common stock and debentures.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the
Company's, or its suppliers' and customers' computer programs that have date-
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failures or miscalculations causing
disruptions of operations including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities. In the Company's assessment, because the Company and its
subsidiaries information systems are primarily comprised of recently purchased
personal computers and software, the Year 2000 Issue may not materially affect
the specific operations of the Company and its subsidiaries.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes In Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
On May 12, 1998, the Company held its annual meeting of shareholders for the
election of two directors and to adopt the 1998 stock option plan, to amend the
1993 non-qualified stock option plan for non-employee directors and to approve
an amendment to the 1996 stock option plan.
<PAGE>9
ELECTION OF DIRECTOR FOR VOTES WITHHELD
Michael T. Schieber 2,092,661 177,369
H. Tate Holt 2,079,631 190,399
FOR AGAINST ABSTAIN
Approval to adopt the
1998 stock option plan 2,010,002 256,431 3,597
FOR AGAINST ABSTAIN
Approval to amend the
1993 non-qualified
stock option plan
for non-employee
directors 2,002,298 264,247 3,485
FOR AGAINST ABSTAIN
Approval to amend the
1996 stock option plan 2,000,716 265,829 3,485
Item 5. Other Information.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
With the exception of historical facts stated herein, the matters discussed
in this report are "forward looking" statements that involve risks and
uncertainties that could cause actual results to differ materially from
projected results. Such "forward looking" statements include, but are not
necessarily limited to, statements regarding anticipated levels of future
revenue and earning from the operations of the Company, and its wholly-owned
subsidiary Global Energy Metering Service, Inc. (collectively the "Company"),
projected costs and expenditures relating to the Company's interest in direct
broadcasting satellite ("DBS") technology and development of its automated
meter reading ("AMR") business, the availability of future debt and equity
capital on commercially reasonable terms, legal costs related to the litigation
with Loral and consulting costs in connection with FCC licenses and permits.
Factors that could cause actual results to differ materially, include, in
addition to other factors identified in this report, the availability of
capital on commercially acceptable terms, the completion of a commercially
viable AMR service, the dependence and uncertainty of utility companies to
utilize such an AMR service, the reliance on third parties for the advancement
of the design, manufacturing and marketing of the service, the fulfillment of
<PAGE>10
contract obligations by suppliers and other third parties, challenges to the
Company's investments in DBS licensees and permitees, the availability of
qualified personnel and equipment, delays in the receipt of or failure to
receive necessary governmental approvals, permits and licenses or renewals
thereof, risks and uncertainties relating to general economic and political
conditions, both domestically and internationally, changes in the law and
regulations governing the Company's activities in both AMR and DBS technology,
results of the Company's financing efforts and marketing conditions, and other
risk factors related to the Company's AMR business and DBS investments.
Readers of this report are cautioned not to put undue reliance on "forward
looking" statements which are, by their nature, uncertain as reliable
indicators of future performance. The Company disclaims any intent or
obligation to publicly update these "forward looking" statements, whether as a
result of new information, future events, or otherwise.
Item 6. Exhibits and Reports on Form 8-k
Exhibit 27.1Financial Data Schedule
<PAGE>11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DBS INDUSTRIES, INC.
DATE: August 14, 1998 BY: FRED W. THOMPSON
______________________________
Fred W. Thompson,
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
10-QSB FOR THE PERIOD ENDED JUNE 30, 1998 FOR DBS INDUSTRIES, INC. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 24,568
<SECURITIES> 0
<RECEIVABLES> 74,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 202,987
<PP&E> 73,277
<DEPRECIATION> 53,433
<TOTAL-ASSETS> 1,079,141
<CURRENT-LIABILITIES> 1,290,425
<BONDS> 0
0
0
<COMMON> 2,429
<OTHER-SE> 4,943,012
<TOTAL-LIABILITY-AND-EQUITY> 1,079,141
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 993,793
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,313,332)
<INCOME-TAX> 4,265
<INCOME-CONTINUING> (1,317,597)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,317,597)
<EPS-PRIMARY> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
