<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               DBS HOLDINGS, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                                     ------
         (State or Other Jurisdiction of Incorporation or Organization)

                                       N/A
                                       ---
                      (I.R.S. Employer Identification No.)


                               1 - 8765 Ash Street
                               -------------------
           Vancouver, British Columbia, Canada, V6P 6T3 (604) 301-9545
           -----------------------------------------------------------
          (Address and Telephone Number of Principal Executive Offices)

                     Financial Consulting Services Agreement
            with Blaine Riley, Randall Letcavage and Rosemary Nguyen
                -------------------------------------------------
                            (Full Title of the Plan)

                                  Devlin Jensen
                          2550 - 555 W. Hastings Street
                             Vancouver, B.C., Canada
                                     V6B 4N5
                     (Name and Address of Agent for Service)

                                 (604) 684-2550
                                 --------------
          (Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
       Title of securities                  Amount             Proposed maximum         Proposed maximum          Amount of
         to be registered                   to be               Offering price             aggregate           registration fee
                                        registered(1)            Per share(2)            offering price
-------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                       <C>                   <C>
Common Stock, $.001 par value               75,000                   $2.04                  $153,000                $38.25
-------------------------------------------------------------------------------------------------------------------------------
Total                                       75,000                   $2.04                  $153,000                $38.25
===============================================================================================================================
</TABLE>

(1)      Consists of 25,000 shares to M. Blaine Riley, 25,000 shares to Randall
         Letcavage and 25,000 shares to Rosemary Nguyen to be issued pursuant to
         the Financial Consulting Services Agreement.

(2)      The closing price for the Registrant's common stock in the
         over-the-counter market on July 31, 2001 was $2.04 per share.

         Pursuant to Rule 457(c), the registration fee was calculated on the
basis of these figures.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") by DBS Holdings, Inc., a Nevada company (the "Company"), are
incorporated herein by reference:

(1) The Company's latest Annual Report on Form 10-KSB or the fiscal year ended
February 28, 2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");

(2) All reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Annual Report on Form 10-KSB referred to in
subparagraph (a) above;

(3) The Company's latest Registration Statement on Form 10-SB filed with the
Commission on April 25, 2000, under the Exchange Act;

(4) The Company's Current Report on Form 8-K, as amended, filed on May 30, 2001,
pursuant to the Exchange Act; and

(5) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to filing of a
post-effective amendment which indicate that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

Not applicable


<PAGE>   3


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

No "expert", as that term is defined pursuant to Regulation Section 228.509(a)
of Regulation S-B, or the Company's "counsel", as that term is defined pursuant
to Regulation Section 228.509(b) of Regulation S-B, was hired on a contingent
basis, or will receive a direct or indirect interest in the Company, or was a
promoter, underwriter, voting trustee, director, officer, or employee of the
Company, at any time prior to the filing of this Registration Statement.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada general corporation law provides as follows:

         (1) A Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgements, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a manner which he
reasonable believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgement, order, settlement conviction or upon a
plea of nolo contendre or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         (2) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

         (3) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2,


<PAGE>   4


or in defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

Section 78.751 of the Nevada general corporation law also provides as follows:

         (1) Any discretionary indemnification under NRS 78.7502, unless ordered
by a court or advanced pursuant to subsection 2, may be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

               (a)  By the stockholders;

               (b)  By the board of directors by majority vote of a quorum
                    consisting of directors who were not parties to the action,
                    suit or proceeding;

               (c)  If a majority vote of a quorum consisting of directors who
                    were not parties to the action, suit or proceeding so
                    orders, by independent legal counsel in a written opinion;
                    or

               (d)  If a quorum consisting of directors who were not parties to
                    the action, suit or proceeding cannot be obtained, by
                    independent legal counsel in a written opinion.

         (2) The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

         (3) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:

         (a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.

         (b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.


<PAGE>   5


Section 78.752 of the Nevada general corporation statutes also provides as
follows:

         (1) A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.

         (2) The other financial arrangements made by the corporation pursuant
to subsection 1 may include the following:

               (a)  The creation of a trust fund.

               (b)  The establishment of a program of self-insurance.

               (c)  The securing of its obligation of indemnification by
                    granting a security interest or other lien on any assets of
                    the corporation.

               (d)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide protection
for a person adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

         (3) Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the board of directors, even if all or part of the other
person's stock or other securities is owned by the corporation.

         (4) In the absence of fraud:

            (a) The decision of the board of directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and

            (b) the insurance or other financial arrangement:

                    (i)  is not void or voidable; and

                    (ii) does not subject any director approving it to personal
                         liability for his action, even if a director approving
                         the insurance or other financial arrangement is a
                         beneficiary of the insurance or other financial
                         arrangement.

         (5) A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of NRS.


<PAGE>   6


The Company's articles of incorporation also provide as follows:

No director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer; provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer (1) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (2) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.

The Company's bylaws provide as follows with respect to indemnification and
insurance:

The Corporation shall indemnify any and all of its directors and officers, and
its former directors and officers, or any person who may have served at the
corporation's request as a director or officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been director(s) of officer(s) of the
corporation, or of such other corporation, except, in relation to matters as to
which any such director or officer or former director of officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of the shareholders or otherwise.

The Company has not currently made any arrangements regarding insurance but may
do so in the future.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS
OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.



<PAGE>   7


Item 8.  EXHIBITS

Exhibit       Description
-------       -----------

*5.1          Legal opinion of Stepp Law Group

*23.1         Consent of Stepp Law Group (included in the opinion filed as
              Exhibit 5.1 hereto).

*23.2         Consent of Smythe Ratcliffe, Chartered Accountants.

*99.1         Financial Consulting Services Agreement with Blaine Riley, Randall
              Letcavage and Rosemary Nguyen dated June 12, 2001.

*    Filed herewith.

Item 9.  UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          additional or changed material information on the plan of
          distribution.

     (2)  That for the purpose of determining any liability under the Securities
          Act, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and
          the offering of such securities at the time shall be deemed to be the
          initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense or any action, suit or proceeding) is asserted by such
director, officer or controlling person in


<PAGE>   8


connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>   9


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies it has reasonable grounds to believe that the Company satisfies all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, on this 31
day of July, 2001.

DBS HOLDINGS, INC.


/s/      "Stephen Walters"
-----------------------------------------------------
Stephen Walters, President and a Director

/s/      "Nathalie Pilon"
-----------------------------------------------------
Nathalie Pilon, Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

/s/      "Alan Lindsay"                                    Dated:  July 31, 2001
-----------------------------------------------------
Alan Lindsay, Vice-President and a Director

/s/      "Andre Boulet"                                    Dated:  July 31, 2001
-----------------------------------------------------
Dr. Andre Boulet, Third Vice-President and a Director





<PAGE>   10


                                INDEX TO EXHIBITS

Exhibit       Description
-------       -----------

*5.1          Legal opinion of Stepp Law Group

*23.1         Consent of Stepp Law Group (included in the opinion filed as
              Exhibit 5.1 hereto).

*23.2         Consent of Smythe Ratcliffe, Chartered Accountants.

*99.1         Financial Consulting Services Agreement with Blaine Riley, Randall
              Letcavage and Rosemary Nguyen dated June 12, 2001.

*    Filed herewith.
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{"company-data": {"conformed-name": "DBS HOLDINGS INC", "cik": "0001083011", "assigned-sic": "6770", "state-of-incorporation": "NV", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66680", "film-number": "1697255"}, "business-address": {"street1": "1898 PEARDONVILLE ROAD", "city": "VANCOUVER BC CANADA", "state": "A1"}}
1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               DBS HOLDINGS, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                                     ------
         (State or Other Jurisdiction of Incorporation or Organization)

                                       N/A
                                       ---
                      (I.R.S. Employer Identification No.)

                               1 - 8765 Ash Street
                               -------------------
           Vancouver, British Columbia, Canada, V6P 6T3 (604) 301-9545
           -----------------------------------------------------------
          (Address and Telephone Number of Principal Executive Offices)

                     Financial Consulting Services Agreement
            with Blaine Riley, Randall Letcavage and Rosemary Nguyen
                -------------------------------------------------
                            (Full Title of the Plan)

                                  Devlin Jensen
                          2550 - 555 W. Hastings Street
                             Vancouver, B.C., Canada
                                     V6B 4N5
                     (Name and Address of Agent for Service)

                                 (604) 684-2550
                                 --------------
          (Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
       Title of securities                  Amount             Proposed maximum         Proposed maximum          Amount of
         to be registered                   to be               Offering price             aggregate           registration fee
                                        registered(1)            Per share(2)            offering price
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value               75,000                   $2.04                  $153,000                $38.25
-------------------------------------------------------------------------------------------------------------------------------
Total                                       75,000                   $2.04                  $153,000                $38.25
===============================================================================================================================
(1)      Consists of 25,000 shares to M. Blaine Riley, 25,000 shares to Randall
         Letcavage and 25,000 shares to Rosemary Nguyen to be issued pursuant to
         the Financial Consulting Services Agreement.

(2)      The closing price for the Registrant's common stock in the
         over-the-counter market on July 31, 2001 was $2.04 per share.

         Pursuant to Rule 457(c), the registration fee was calculated on the
basis of these figures.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") by DBS Holdings, Inc., a Nevada company (the "Company"), are
incorporated herein by reference:

(1) The Company's latest Annual Report on Form 10-KSB or the fiscal year ended
February 28, 2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");

(2) All reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Annual Report on Form 10-KSB referred to in
subparagraph (a) above;

(3) The Company's latest Registration Statement on Form 10-SB filed with the
Commission on April 25, 2000, under the Exchange Act;

(4) The Company's Current Report on Form 8-K, as amended, filed on May 30, 2001,
pursuant to the Exchange Act; and

(5) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to filing of a
post-effective amendment which indicate that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

Not applicable
3

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

No "expert", as that term is defined pursuant to Regulation Section 228.509(a)
of Regulation S-B, or the Company's "counsel", as that term is defined pursuant
to Regulation Section 228.509(b) of Regulation S-B, was hired on a contingent
basis, or will receive a direct or indirect interest in the Company, or was a
promoter, underwriter, voting trustee, director, officer, or employee of the
Company, at any time prior to the filing of this Registration Statement.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada general corporation law provides as follows:

         (1) A Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgements, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a manner which he
reasonable believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgement, order, settlement conviction or upon a
plea of nolo contendre or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         (2) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

         (3) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2,
4

or in defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

Section 78.751 of the Nevada general corporation law also provides as follows:

         (1) Any discretionary indemnification under NRS 78.7502, unless ordered
by a court or advanced pursuant to subsection 2, may be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

               (a)  By the stockholders;

               (b)  By the board of directors by majority vote of a quorum
                    consisting of directors who were not parties to the action,
                    suit or proceeding;

               (c)  If a majority vote of a quorum consisting of directors who
                    were not parties to the action, suit or proceeding so
                    orders, by independent legal counsel in a written opinion;
                    or

               (d)  If a quorum consisting of directors who were not parties to
                    the action, suit or proceeding cannot be obtained, by
                    independent legal counsel in a written opinion.

         (2) The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

         (3) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:

         (a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.

         (b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
5

Section 78.752 of the Nevada general corporation statutes also provides as
follows:

         (1) A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.

         (2) The other financial arrangements made by the corporation pursuant
to subsection 1 may include the following:

               (a)  The creation of a trust fund.

               (b)  The establishment of a program of self-insurance.

               (c)  The securing of its obligation of indemnification by
                    granting a security interest or other lien on any assets of
                    the corporation.

               (d)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide protection
for a person adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

         (3) Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the board of directors, even if all or part of the other
person's stock or other securities is owned by the corporation.

         (4) In the absence of fraud:

            (a) The decision of the board of directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and

            (b) the insurance or other financial arrangement:

                    (i)  is not void or voidable; and

                    (ii) does not subject any director approving it to personal
                         liability for his action, even if a director approving
                         the insurance or other financial arrangement is a
                         beneficiary of the insurance or other financial
                         arrangement.

         (5) A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of NRS.
6

The Company's articles of incorporation also provide as follows:

No director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer; provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer (1) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (2) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.

The Company's bylaws provide as follows with respect to indemnification and
insurance:

The Corporation shall indemnify any and all of its directors and officers, and
its former directors and officers, or any person who may have served at the
corporation's request as a director or officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been director(s) of officer(s) of the
corporation, or of such other corporation, except, in relation to matters as to
which any such director or officer or former director of officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of the shareholders or otherwise.

The Company has not currently made any arrangements regarding insurance but may
do so in the future.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS
OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.
7

Item 8.  EXHIBITS

Exhibit       Description
-------       -----------

*5.1          Legal opinion of Stepp Law Group

*23.1         Consent of Stepp Law Group (included in the opinion filed as
              Exhibit 5.1 hereto).

*23.2         Consent of Smythe Ratcliffe, Chartered Accountants.

*99.1         Financial Consulting Services Agreement with Blaine Riley, Randall
              Letcavage and Rosemary Nguyen dated June 12, 2001.

*    Filed herewith.

Item 9.  UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          additional or changed material information on the plan of
          distribution.

     (2)  That for the purpose of determining any liability under the Securities
          Act, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and
          the offering of such securities at the time shall be deemed to be the
          initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense or any action, suit or proceeding) is asserted by such
director, officer or controlling person in
8

connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
9

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies it has reasonable grounds to believe that the Company satisfies all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, on this 31
day of July, 2001.

DBS HOLDINGS, INC.

/s/      "Stephen Walters"
-----------------------------------------------------
Stephen Walters, President and a Director

/s/      "Nathalie Pilon"
-----------------------------------------------------
Nathalie Pilon, Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

/s/      "Alan Lindsay"                                    Dated:  July 31, 2001
-----------------------------------------------------
Alan Lindsay, Vice-President and a Director

/s/      "Andre Boulet"                                    Dated:  July 31, 2001
-----------------------------------------------------
Dr. Andre Boulet, Third Vice-President and a Director
10

                                INDEX TO EXHIBITS

Exhibit       Description
-------       -----------

*5.1          Legal opinion of Stepp Law Group

*23.1         Consent of Stepp Law Group (included in the opinion filed as
              Exhibit 5.1 hereto).

*23.2         Consent of Smythe Ratcliffe, Chartered Accountants.

*99.1         Financial Consulting Services Agreement with Blaine Riley, Randall
              Letcavage and Rosemary Nguyen dated June 12, 2001.

*    Filed herewith.