UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DBS INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.0004 par value
(Title of Class of Securities)
233041300
(CUSIP Number)
August 28, 1998
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 6<PAGE>
CUSIP No. 233041300 SCHEDULE 13G Page 2 of 6
1 Name Of Reporting Person MICROCAP PARTNERS L.P.
IRS Identification No. Of Above Person 56-1989918
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization North Carolina
5 Sole Voting Power 500,000
NUMBER OF 6 Shared Voting Power -0-
SHARES
BENEFICIALLY
OWNED BY EACH 7 Sole Dispositive Power 500,000
REPORTING
PERSON WITH 8 Shared Dispositive Power -0-
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 500,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 6.9%
12 Type Of Reporting Person* PN<PAGE>
CUSIP No. 233041300 SCHEDULE 13G Page 3 of 6
Item 1(a). Name of Issuer.
DBS Industries, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
100 Shoreline Highway, Suite 190A, Mill Valley,
California 94941.
Item 2(a). Names of Persons Filing.
MicroCap Partners L.P.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of MicroCap Partners L.P. is
905 W. Main Street, Box 23, Brightleaf Square, Suite 25A,
Durham, North Carolina 27701.
Item 2(c). Citizenship.
MicroCap Partners L.P. is a North Carolina
limited partnership.
Item 2(d). Title of Class of Securities.
Common Stock, $.0004 par value ("Common Stock").
Item 2(e). CUSIP Number.
233041300.
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E); <PAGE>
CUSIP No. 233041300 SCHEDULE 13G Page 4 of 6
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c),
check this box. [X]
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of
page two (2) of this Schedule 13G, which Items are
incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.<PAGE>
CUSIP No. 233041300 SCHEDULE 13G Page 5 of 6
Item 10. Certifications.
By signing below, MicroCap Partners L.P. certifies
that, to the best of its knowledge and belief, the securities
referred to above on page two (2) of this Schedule 13G were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.<PAGE>
CUSIP No. 233041300 SCHEDULE 13G Page 6 of 6
Signature
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
DATED: December 9, 1998
MICROCAP PARTNERS L.P.
/s/ Jeremy Crigler
_______________________________
By: Jeremy Crigler
Title: Managing Member of MCP
CAPITAL MANAGEMENT, LLC, General
Partner<PAGE>
