UNITED STATES SEC FILE NUMBER          SEC FILE NUMBER
                       SECURITIES AND EXCHANGE COMMISSION                0-28348
                         WASHINGTON, D.C. 20549 0-28348
                                                                    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:  June 30, 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.
         ______________________
         Full Name of Registrant

         _________________________
         Former Name if Applicable


         100 Shoreline Highway, Suite 190A
         ________________________________________________________
         Address of Principal Executive Office (Street and Number)


         Mill Valley, CA 94941
         ________________________
         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
              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
the 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 June 30, 2002.

PART IV - OTHER INFORMATION

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

         Fred W. Thompson                       (415) 380-8055
         _______________________________________________________________________
         (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).

         [X]  Yes                   [ ] No

(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?

         [X]  Yes                   [ ] No

          As  a  result  of  a  review  by  our  independent  auditor,   further
          adjustments may be necessary to our 2nd quarter Form 10-QSB.


                              DBS INDUSTRIES, INC.

                (Name of Registrant as specified in its charter)

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

                                             /s/ Fred W. Thompson
Date:    August 15, 2002                 By: ___________________________________
                                             Fred W. Thompson
                                             Chief Executive Officer & President