-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OfBpX8snW4/NkzpULGLbWTSW8LXaTQ/8kG0XBJSrd8MhD6I969R1qmpyWY246BrD lbqNwoJjGNyaNCByGiv0Vg== 0000889926-99-000051.txt : 19990414 0000889926-99-000051.hdr.sgml : 19990414 ACCESSION NUMBER: 0000889926-99-000051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990413 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DBS INDUSTRIES INC CENTRAL INDEX KEY: 0000857502 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 841124675 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54937 FILM NUMBER: 99592287 BUSINESS ADDRESS: STREET 1: 495 MILLER AVE CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153808055 FORMER COMPANY: FORMER CONFORMED NAME: FI TEK IV INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASTORIA CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0000889926 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943160631 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6600 S W NINETY SECOND AVENUE, STE. 370 CITY: PORTLAND STATE: OR ZIP: 97223 BUSINESS PHONE: 9257782390 MAIL ADDRESS: STREET 1: 6600 S W NINETY SECOND AVE, STE. 370 CITY: PORTLAND STATE: OR ZIP: 97223 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 1 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) Melissa Dehn 2715 Lone Tree Way Antioch, CA 94509 (925) 778-2390 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 23, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box []. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). CUSIP No. 233041300 SCHEDULE 13D Page 2 of 4 1 Name of Reporting Person Astoria Capital Partners, L.P. IRS Identification No. of Above Person 94-3160631 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California NUMBER OF 7 Sole Voting Power 1,000,000 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 [ ] 13 Percent of Class Represented by Amount in Row 11 11.8% 14 Type of Reporting Person PN CUSIP No. 233041300 SCHEDULE 13D Page 3 of 4 Item 1. Security and Issuer This Schedule 13D ("Schedule") relates to shares of common stock, $0.0004 par value (the "Common Stock"), of DBS Industries, Inc. (the "Issuer"). The principal executive office of the Issuer is 100 Shoreline Highway, Suite 190A, Mill Valley, CA 94941. Item 2. Identity and Background This Schedule is filed on behalf of Astoria Capital Partners, L.P., whose principal business office address is 6600 Ninety- Second Avenue, Suite 370, Portland, OR 97223. Astoria Capital Partners, L. P. is an investment limited partnership, whose general partners are Richard W. Koe and Astoria Capital Management, Inc. Astoria Capital Management, Inc. is an investment advisor registered as such with the SEC and in various states. Astoria Capital Management, Inc.'s president and sole shareholder is Richard W. Koe. The business address of Astoria Capital Management, Inc. and Richard W. Koe is 6600 Ninety-Second Avenue, Suite 370, Portland, OR 97223. None of Astoria Capital Partners, L. P., Astoria Capital Management, Inc., or Richard W. Koe have, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). None of Astoria Capital Partners, L. P., Astoria Capital Management, Inc., or Richard W. Koe, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. Astoria Capital Partners, L. P. is a California limited Partnership, Astoria Capital Management, Inc. is a California corporation, and Richard W. Koe is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration Funds for the purchases of Common Stock were obtained from the working capital of Astoria Capital Partners, L.P. Item 4. Purpose of Transaction. The purchases of Common Stock were made solely for investment purposes. Depending upon market conditions and other factors, Astoria Capital Partners, L. P. may acquire additional securities of the Issuer, or alternatively, may dispose of some or all of the securities of the Issuer that it benefically owns. CUSIP No. 233041300 SCHEDULE 13D Page 4 of 4 Item 5. Interest in Securities of the Issuer (a),(b) Reference is made hereby to Items 7-11 and 13 of page two (2) of this Schedule, which Items are incorporated by reference herein. Of the shares beneficially owned, all 2,000,000 shares are owned by Astoria Capital Partners, L.P. (c) Astoria Capital Partners effected the following transactions through registered broker-dealers in the last sixty days: On March 22, 1999, sold 1,000,000 shares of common stock. On March 24, 1999, exercised warrant to purchase 1,000,000 shares. (d),(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None. Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: April 12, 1999 ASTORIA CAPITAL PARTNERS, L.P. /s/ Richard W. Koe ______________________________ Richard W. Koe General Partner -----END PRIVACY-ENHANCED MESSAGE-----