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                         UNITED STATES                          SEC FILE NUMBER
               SECURITIES AND EXCHANGE COMMISSION                  0-28348
                    WASHINGTON, D.C. 20549                       CUSIP NUMBER
                         FORM 12b -25                            233041 30 0

                   NOTIFICATION OF LATE FILING

Check One:

|_| Form 10-KSB   |_| Form 20-F  |_| Form 11-K   |X| Form 10-QSB |_| Form N-SAR

               For Period Ended: March 31, 2002
                                 --------------
               |_|      Transition Report on Form 10-K
               |_|      Transition Report on Form 20-F
               |_|      Transition Report on Form 11-K
               |_|      Transition Report on Form 10-Q
               |_|      Transition Report on Form N-SAR
               For the Transition Period Ended:
                                                ---------------------
If the notification relates to a portion of the filing check above, identify the
Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

         DBS INDUSTRIES, INC.
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         Full Name of Registrant

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         Former Name if Applicable
         100 Shoreline Highway, Suite 190A
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         Address of Principal Executive Office (Street and Number)
         Mill Valley, CA 94941
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         City, State and Zip Code

PART II -- RULES 12b - 25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the  registrant  seeks relief  pursuant to Rule 12b - 25(b),  the  following
should be completed. (Check box if appropriate.)

     |X|  (a) The reasons  described  in  reasonable  detail in Part III of this
              form could not be eliminated without unreasonable effort expense;

     |X|  (b) The subject annual report,  semi-annual report,  transition report
              on Form 10-KSB,  Form 20-K, Form 11-K, Form N-SAR or a portion
              thereof will be filed on or before the  fifteenth  calendar day
              following the prescribed  due date;  or the subject  quarterly
              report or transition report on Form 10-QSB or a portion  thereof

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              will be filed on or before the fifth calendar day following the
              prescribed due date; and

     |_|  (c) The accountant's statement or other exhibit required by Rule 12b -
              25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F,
10-QSB, N-SAR, transition report or a portion thereof could not be filed within
prescribed time period. (Attach extra sheets if needed.)

     The Company  requires  additional time to complete the  organization of its
     Form 10-QSB for the period ended March 31, 2002.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification.

     Randy Stratt                          (415) 380-8055
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     (Name)                                (Area Code and Telephone Number)

(2)  Have all other periodic  reports  required under section 13 or 15(d) of the
     Securities Exchange Act of 1934 or section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).

         |_| Yes                    |X| No

     The  registrant  has not filed its Form  10-KSB for the  fiscal  year ended
     December 31, 2001;  however, a Form 12b-25 was filed for the Form 10-KSB on
     April 1, 2002.

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?

         |_| Yes                    |X| No


                            DBS INDUSTRIES, INC.
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                (Name of Registrant as specified in its charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
duly authorized.

Date:    5-14-2002                   By:    /s/ Randy Stratt
                                            --------------------------------
                                            Randy Stratt,
                                            Chief Operating Officer and
                                            General Counsel