UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF DIRECTORS
DSG GLOBAL INC.
(Exact name of registrant as specified in its charter)
000-53988
(Commission File Number)
Nevada
(State or other jurisdiction of incorporation)
29-1134956
(IRS Employer Identification No.)
214 - 5455 152nd Street
Surrey, British Columbia, Canada V3S 5A5
(Address of principal executive offices and Zip Code)
1-877-589-8806
(Registrant's telephone number, including area code)
DSG GLOBAL INC.
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
INTRODUCTION
As used in this information statement, the terms "we", "us" and "our" refer to
DSG Global Inc., a Nevada corporation.
This information statement is being delivered on or about May 22, 2015 to the
holders of record of our common stock as of the close of business on May 5,
2015. On April 13, 2015, we entered into a share exchange agreement between our
company (the "Purchaser"), DSG TAG Systems Inc. ("DSG TAG" or "Priveco"), and
the shareholders of Priveco as set out in the share exchange agreement. The
share exchange agreement contemplates that we will acquire all the issued and
outstanding shares of common stock, but not less than 75% of such shares, of
Priveco in consideration for the issuance of up to 20,000,000 shares of common
stock of Purchaser.
On May 6, 2015, we completed the acquisition of 75% (82,435,748 common shares)
of the issued and outstanding common shares of DSG TAG as contemplated by the
share exchange agreement by issuing 15,185,875 shares of our common stock to 12
shareholders of DSG TAG who became parties to the agreement. We issued the
15,185,875 common shares to 12 non "U.S. persons" in an "offshore transaction"
(as those terms term are defined in Regulation S of the Securities Act of 1933),
relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as
amended.
As a result of our acquisition on May 6, 2015 of the 82,435,748 shares of DSG
TAG, we have voting and dispositive control over 75% of the issued and
outstanding shares of common stock of DSG TAG, making it our majority-owned
subsidiary. We may continue to acquire additional outstanding common shares of
DSG TAG pursuant to the April 13, 2015 share exchange agreement as additional
shareholders of DSG TAG become parties to the agreement and deliver their shares
for exchange. As a condition to the closing the share exchange agreement, we
issued an additional 179,823 shares of our common stock to Westergaard Holdings
Ltd. in partial settlement of accrued interest on $2,502,168.23 in debt owed by
DSG TAG to Westergaard Holdings Ltd.
As a result of the share exchange and debt settlement transactions completed on
May 6, 2015, we have 25,365,698 issued and outstanding shares of common stock at
the time of this information statement, of which 60.57% is held by the
shareholders of DSG TAG participating in the share exchange agreement.
Our acquisition of Priveco was an arm's length transaction. Priveco is a
technology development company based in Surrey, British Columbia, Canada,
engaged in the design, manufacture, and marketing of fleet management solutions
for the golf industry, as well as commercial, government and military
applications. Its principal activities are the sale and rental of GPS tracking
devices and interfaces for golf vehicles, and related support services. The
company was founded by a group of individuals who have dedicated their careers
to fleet management technologies and have been at the forefront of the
industry's most innovative developments. The company has developed the TAG suite
of products that represents the first completely modular fleet management
solution for the golf industry.
The share exchange agreement contemplates that our current board of directors
will appoint Robert Silzer, Keith Westergaard, Jason Sugarman, Rupert
Wainwright, Stephen Johnston and James Singerlin as members of our board of
directors. The appointment of the new board was subject to the closing of the
share exchange agreement will take effect no less than ten days after this
Information Statement is mailed or delivered to all of our shareholders in
compliance with Section 14(f) of the Securities Act of 1934, as amended, and
Rule 14(f)-1 thereunder.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATION PURPOSES ONLY. WE
ARE NOT SOLICITING PROXIES IN CONNECTION WITH THE ITEMS DESCRIBED IN THIS
INFORMATION STATEMENT. YOU ARE URGED TO READ THIS INFORMATION STATEMENT
CAREFULLY. YOU ARE NOT, HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES
The authorized capital stock of our company consists of 125,000,000 shares of
common stock, par value $0.0001 per share, of which 25,365,698 shares are issued
and outstanding.
Each share of common stock entitles the holder thereof to one vote on each
matter that may come before a meeting of our shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of our common shares as of May 19, 2015 by: (i) each person
(including any group) known to us to own more than five percent (5%) of any
class of our voting securities, (ii) each of our directors, proposed directors
and named executive officers, and (iii) officers, directors and proposed
directors as a group. Unless otherwise indicated, the persons listed below
possess sole voting and investment power with respect to the common shares
shown.
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Amount and
Nature of
Name and Address of Beneficial Percent of
Beneficial Owner Office, If Any Title of Class Ownership (1) Class (2)
---------------- -------------- -------------- ------------- ---------
OFFICERS AND DIRECTORS
Andrea Fehsenfeld Director, former Common Stock 5,000,000 19.71%
8017 Kenyon Avenue president, chief
Los Angeles, CA 90045 executive officer,
chief financial
officer, secretary and
treasurer
Robert Silzer Director (proposed), Common Stock 4,457,632 17.57%
214 - 5455 152nd Street president, chief
Surrey, British Columbia, Canada executive officer,
V3S 5A5 chief financial
officer, secretary and
treasurer
Keith Westergaard Director (proposed) Common Stock 3,428,486 (3) 13.51%
214 - 5455 152nd Street
Surrey, British Columbia, Canada
V3S 5A5
Jason Sugarman Director (proposed) Common Stock Nil Nil
214 - 5455 152nd Street
Surrey, British Columbia, Canada
V3S 5A5
Rupert Wainwright Director (proposed) Common Stock Nil Nil
214 - 5455 152nd Street
Surrey, British Columbia, Canada
V3S 5A5
Stephen Johnston Director, (proposed) Common Stock Nil Nil
214 - 5455 152nd Street
Surrey, British Columbia, Canada
V3S 5A5
James Singerling Director, (proposed) Common Stock Nil Nil
214 - 5455 152nd Street Surrey,
British Columbia, Canada V3S 5A5
All officers, directors, proposed Common stock, 12,886,118 50.79%
directors as a group $0.001 par value
5%+ SECURITY HOLDERS
Gary Risler (4) n/a Common Stock 1,753,018 6.91%
214 - 5455 152nd Street
Surrey, British Columbia, Canada
V3S 5A5
616796 B.C. Ltd. (4) n/a Common Stock 2,943,665 11.60%
214 - 5455 152nd Street
Surrey, British Columbia, Canada
V3S 5A5
Bruno Benedet n/a Common Stock 1,444,427 5.69%
214 - 5455 152nd Street
Surrey, British Columbia, Canada
V3S 5A5
All 5%+ Security Holders Common stock, 6,141,110 24.21%
$0.001 par value
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----------
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares).In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares (for
example, upon exercise of an option) within 60 days of the date as of which
the information is provided .In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights.
(2) Percentages are based on 25,365,698 shares of our company's common stock
issued and outstanding as of the date of this report there were.
(3) Includes 3,428,486 common shares held by by Westergaard Holdings Ltd. Mr.
Westergaard has voting and dispositive control over securities held by
Westergaard Holdings Ltd.
(4) Dianne Risler has voting and dispositive control over securities held by
616796 B.C. Ltd. Dianne Risler is the daughter of Gary Risler.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
The following information relates to those individuals who are our current
officers and directors and who will become our directors at least ten days after
this Information Statement is mailed or delivered to our shareholders in
compliance with Section 14(f) of the Securities Act of 1934, as amended, and
Rule 14(f)-1 thereunder. All directors of our company hold office until the next
annual meeting of stockholders or until their successors have been elected and
qualified. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office. Our
directors, proposed directors and executive officers, their ages and positions
held are as follows:
Name Age Position
---- --- --------
Andrea Fehsenfeld (1) 45 Director and Former President, Chief Executive
Officer, Chief Financial Officer, Secretary and
Treasurer
Stephen Johnston (2) 64 Director (proposed)
Robert Silzer (1)(2) 67 Director (proposed), President, Chief Executive
Officer, Chief Financial Officer, Secretary,
Treasurer
James Singerling (2) 70 Director (proposed)
Jason Sugarman (2) 43 Director (proposed)
Rupert Wainwright (2) 53 Director (proposed)
Keith Westergaard (2) 67 Director (proposed)
----------
(1) Ms. Fehsenfeld resigned and Mr. Silzer was appointed as our President,
Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
effective on the closing of the share exchange agreement.
(2) Messrs. Silzer, Westergaard, Sugarman, Wainwright, Johnston and Singerlin
will be appointed to our board of directors following the resignation of
Andrea Fehsenfeld.
Our directors will serve in that capacity until our next annual shareholder
meeting or until his or her successor is elected and qualified. Officers hold
their positions at the will of our Board of Directors. There are no
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arrangements, agreements or understandings between non-management security
holders and management under which non-management security holders may directly
or indirectly participate in or influence the management of our affairs.
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience during
at least the past five years of each director, proposed director and executive
officer, indicating the principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.
ANDREA FEHSENFELD, DIRECTOR
Andrea Fehsenfeld has been President of Free Form Productions since 1999 and has
been active in the production industry during this time. She has overseen over
150 productions with clients from Asia, the US, Canada, Europe and South
America. She has been a member of Women in Film, the Motion Picture Industry
Association and the AICP (American Commercial Producers).
Ms. Fehsenfeld attended Langara College and received a Sales and Marketing
diploma in 1992. Prior to running Free Form Productions, Ms. Fehsenfeld spent
seven years in the finance industry, running her own financial planning
business.
Ms. Fehsenfeld served as our sole officer (President, Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer) from our inception on
September 25, 2007 until her resignation on May 6, 2015, and has served as our
sole director since September 25, 2007. We believe that Ms. Fehsenfeld is
qualified to sit on our board of directors due to her consulting, management and
public company experience.
STEPHEN JOHNSTON, DIRECTOR, (PROPOSED)
Stephen Johnston is the founding Partner of Global Golf Advisors and one of the
leading authorities on operational analysis and financial solutions for golf
businesses. Mr. Johnston began his career at the accounting firm of Thorne
Gunn/Thorne Riddell in Toronto in 1973. He earned his Chartered Accountant
designation while with Thorne Riddell in 1976 and became a partner in 1984. His
audit experience with major accounts subsequently expanded into real estate,
communications and insurance. When the firm became known as KPMG, he continued
as an Audit Partner and in 1992 created the KPMG Golf Industry Practice and
assumed responsibility as National Director. In 2006 he purchased the KPMG Golf
Industry Practice and created Global Golf Advisors Inc., bringing with him the
entire staff complement and client files to the new firm.
At Global Golf Advisors, Mr. Johnston's focus is developing financial and
business solutions for private clubs, public golf courses and resorts, golf
communities, investors and lenders. He provides a keen insight for banking and
finance solutions arising from his years of advising numerous international
financial institutions.
He has completed due diligence and valuation assignments for some of the largest
golf-related transactions in North America and has completed multiple market
studies to reposition various golf assets. In addition, he has been actively
involved with workouts/receiverships, providing operational and financial
guidance. These assignments typically lead to member buyouts/transitions from
developers or to an outright disposition of property. Mr. Johnston has been
recognized as one of the Top Powerbrokers in Canadian Golf by The National Post
over the past 15 years.
Mr. Johnston holds a Bachelor of Science from the University of Toronto.
ROBERT SILZER, DIRECTOR (PROPOSED), PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER, SECRETARY AND TREASURER.
Robert Silzer has over 20 years' experience in the GPS tracking and fleet
solutions industries. He is the founder of DSG TAG Systems Inc. and has served
as Chief Executive Officer of DSG TAG since its inception in April, 2008. Mr.
Silzer is a product designer who has developed multiple new product concepts and
successfully introduced these products to market including the world's first
handheld bingo gaming unit, the first handheld and color handheld GPS golf units
and the first Wi-Fi enabled GPS golf business solution. Prior to establishing
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DSG TAG, Mr. Silzer designed a total golf solution that addressed the growing
needs in Golf Course management. Through a series of mergers and acquisitions
different companies with diversified hardware and software platforms, he founded
GPS Industries in 1996, serving as its President, CEO, Chairman and director
until 2007. Under his leadership, it became the largest operator of golf GPS
systems in the world and with a remarkable 750 golf courses worldwide using the
installed system. Prior to founding GPSI, Mr. Silzer founded XGA, an online golf
store and website company in 1993. He also founded Advanced Gaming Technology,
Inc. in 1992, an electronic gaming company, where he served as Chief Executive
Officer until 1998. From 1986 to 1992, Mr. Silzer founded and operated the
private company Supercart International. With over 30 years as an entrepreneur
in the technology and other markets, Mr. Silzer has developed expertise in
taking companies to market, growing start-up business, initial public offerings,
raising funds, operations, marketing and international licensing.
Mr. Silzer become our President, Chief Executive Officer, Chief Financial
Officer, Secretary and Treasurer on May 6, 2015, following the resignation of
Ms. Fehsenfeld from those positions.
JAMES SINGERLING, DIRECTOR, (PROPOSED)
From 1990 until his retirement in 2015, James Singerling, CCM, served as the CEO
of Club Managers Association of America (CMAA), the foremost professional
association for managers of membership clubs in the US. In this role Mr.
Singerling was credited for elevating the professional role of club managers by
creating industry-standard development and certification programs. For over two
decades, he spearheaded efforts to adopt the general manager/chief operating
officer model at clubs nationwide, raising the qualifications and quality of
club managers. Mr. Singerling is also recognized for building new relationships
for the industry with federal and state governments and within the association
community.
In addition to his work within the U.S., Mr. Singerling was instrumental in the
development of professional club management associations internationally,
helping other nations elevate the role of club managers by adopting professional
standards and certifications. Regions where his leadership is recognized include
South America, Australia, China, South Africa and the Asian-Pacific corridor,
among others.
Prior to becoming chief executive at CMAA, Mr. Singerling was a leader in the
golf course design and management companies of Robert Trent Jones, Sr., and also
served as vice president and general manager of the Coral Ridge Country Club in
Ft. Lauderdale, FL.
Mr. Singerling has been recognized as Industry Leader of the Year by the
University of Nevada, Las Vegas, and Michigan State University, in addition to
receiving awards from Florida State University, Pennsylvania State University,
Oklahoma State University and Sun Yat Sen University - China. He also was
elected to the Association Committee of 100 by the U.S. Chamber of Commerce,
widely recognized as the most prestigious organization of chief executives in
the United States.
JASON SUGARMAN, DIRECTOR, (PROPOSED)
Jason Sugarman has over 20 years' experience in the finance business with focus
on asset-backed lending and private equity investments. As the founder of two
asset management firms and the lead outside investor in numerous financial
service companies and real estate projects, he has funded over $1 billion in
direct loan and equity placements and currently oversees Valor Group Holdings.
Beginning in 1993, Mr. Sugarman started developing land and single family real
estate in Southern California. He was a founder and principal of a successful
regional homebuilding and mortgage company from 1994-1999. During the 7 year
period, Mr. Sugarman was involved with over a dozen subdivision developments as
well as developing many condominiums and townhomes. He sold out his interest in
the development company to a Lehman Brother financed entity in 1999. In 2000 Mr.
Sugarman started an investment firm which specialized in equity joint ventures
and turned it into one of the premier mezz-real estate lending funds in the
country with peak assets under management exceeding $700 million. Mr. Sugarman
oversaw the expansion into new markets (Nevada, Colorado, Hawaii, Texas, Utah,
Oregon, Arizona, Florida, and Washington) and the diversification of real estate
assets (office, office condo, storage, hotel, condo-hotel, mixed use and
agriculture).
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In addition to real estate, he also personally sponsored in a number of highly
successful early stage investments which have included the founding of BANC OF
CALIFORNIA (a $7B bank holding company), COR Securities Holdings (the owner of
the largest independent securities clearing company in the US), COR
International Towers Inc (a cell tower developer and manager in Central
America), and COR Finance LTD (a company which has both telecom and solar
infrastructure assets in Asia).
Mr. Sugarman is the founder and currently serves as the Chairman and CEO of
Valor Group Holdings ($20 Billion AUM diversified financial services company),
and as managing partner of Camden Capital, International Tower Group and COR
Finance LTD. He serves as a director of Burnham Financial Group, New Olympia Re,
VL Life and DSG TAG, and is an advisor and investor in Banc of California
(NASDAQ: BANC), COR Securities Holdings (COR Clearing) and Corum Financial
Group.
Mr. Sugarman is on the board of a number of charities with a focus on elementary
education, health care research and Jewish causes. He is a Graduate of Stanford
University where he was a Scholar Athlete and member of the baseball team. He is
a partner in Marucci Sports, the Oklahoma City Dodgers (AAA affiliate of the Los
Angeles Dodgers), and the LA Football Club (MLS franchise).
RUPERT WAINWRIGHT, DIRECTOR, (PROPOSED)
Since 2005 Rupert Wainwright has served as president and chief creative of Adore
Creative, an integrated advertising and creative services agency with offices in
London, Paris, Moscow, Sao Paulo, and Los Angeles. There he leads a talented
staff and top tier production professionals to create commercials working with
global clients. Adore Creative has built a unparalleled record of winning
campaigns for the Olympics, the FIFA World Cup, Reebok, AT&T, Fox Sports One TV,
and others.
As a director, Mr. Wainwright has shot all over the world and won awards for
such US and International Fortune 500 clients as ATT, Sprint, Honda, Sprite,
Walmart, Reebok, Footlocker, Gatorade, McDonalds, Converse, GHI, Hong Kong and
Shanghai Bank, Deutsche Telekom, Barilla, BP Disney, Fritos, and his campaign
for Reebok won Ad week's highest Award, the Grand Effie, for the most effective
advertising campaign of 1992. Mr. Wainwright is also the director of the feature
films "The Fog" (2005), which was #1 at the US Box Office opening weekend, and
"Stigmata" (1999) produced by MGM, among others. From 1990 to 1998 he was the
founder and CEO of the independent production company, Fragile Films.
Mr. Wainwrights holds an MA in English Literature from the University of Oxford
and an MFA in Film Directing from the University of California, Los Angeles
where he was a Fullbright Scholar. He is 54 years of age.
KEITH WESTERGAARD, DIRECTOR, (PROPOSED)
Keith Westergaard has over 40 years experience in real estate finance and
development. He is the founder and president of Westergaard Holdings Ltd., a
diversified mortgage brokerage, real estate investment, and development company
with offices in Alberta and British Columbia, Canada. Westergaard Holdings Ltd.
has operated continuously since 1980. Its significant projects have included the
Gleniffer Lake Resort & Country Club in Central Alberta, a 217 acre bareland
condominium recreational & residential land development which included 750 lots,
golf course, leisure facilities and marina.
FAMILY RELATIONSHIPS
There are no family relationships among our current or proposed directors or
officers.
BOARD AND COMMITTEE MEETINGS
Our board of directors held no formal meetings during the year ended September
30, 2014. All proceedings of our board of directors were conducted by
resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the corporate laws of the State of Nevada and our
By-laws, as valid and effective as if they had been passed at a meeting of our
directors duly called and held.
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We currently do not have nominating, compensation or audit committees or
committees performing similar functions nor do we have a written nominating,
compensation or audit committee charter. Our board of directors does not believe
that it is necessary to have such committees because it believes that the
functions of such committees can be adequately performed by our board of
directors. Our board will consider establishing these committees following the
appointments of Messrs. Johnston, Silzer, Singerlin, Sugarman, Wainwright and
Westergaard to the board.
In its capacity as a nominating and audit committee, our board of directors has
determined that prior to the appointment of the proposed board members described
herein it does not have any members that qualify as "independent" as the term is
used in Item 7(d)(2)(ii)(D) and Item 7(d)(3)(iv)(B) of Schedule 14A under the
Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)
of the NASD Rules.
We do not have any defined policy or procedure requirements for shareholders to
submit recommendations or nominations for directors. Our board of directors
believes that, given the early stages of our development, a specific nominating
policy would be premature and of little assistance until our business operations
develop to a more advanced level. We do not currently have any specific or
minimum criteria for the election of nominees to our board of directors and we
do not have any specific process or procedure for evaluating such nominees. Our
board of directors assesses all candidates, whether submitted by management or
shareholders, and makes recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to the president, Robert Silzer, at the
address appearing on the first page of this information statement.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
3. being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
CERTAIN RELATED TRANSACTIONS AND RELATIONSHIPS
During the last two years, except as set forth below, none of the following
persons has had any direct or indirect material interest in any transaction to
which our company was or is a party, or in any proposed transaction to which our
company proposes to be a party:
(a) any director or officer of our company;
(b) any proposed director of officer of our company;
(c) any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our common
stock; or
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(d) any member of the immediate family of any of the foregoing persons
(including a spouse, parents, children, siblings, and in-laws).
Andrea Fehsenfeld, our sole director and former executive officer, has funded a
portion of our operations since inception pursuant to non-interest bearing loans
with no specific repayment terms. As of March 31, 2015, we are indebted to Ms.
Fehsenfeld in the amount of $139,970.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive
officers, directors and greater than 10% shareholders are required by the
Securities and Exchange Commission regulations to furnish us with copies of all
Section 16(a) reports they file.
We believe that beneficial owners have not complied with the Section 16(a)
filing requirements applicable to them in that each officer, director and
beneficial owner of 10% or more of our securities have not filed a Form 3 with
the SEC.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the compensation paid to our President and Chief
Executive Officer and key persons earning over $100,000 in total annual salary
and bonus, for all services rendered in all capacities for the fiscal years
ended September 30, 2014 and 2013.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation (1)
------------------------- -------------------------------------------------
Awards Payouts
Securities Restricted -------
Other Underlying Shares or
Annual Options/ Restricted All Other
Name and Principal Compen- SARs Share LTIP Compen-
Position Year Salary Bonus sation Granted Units Payouts sation
-------- ---- ------ ----- ------ ------- ----- ------- ------
Andrea Fehsenfeld 2014 Nil Nil Nil Nil Nil Nil Nil
Director, President 2013 Nil Nil Nil Nil Nil Nil Nil
(former), and Chief
Financial Officer (former)
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
There were no stock options granted or exercised during the fiscal year ended
September 30, 2014 and there were no stock options outstanding at September 30,
2014.
LONG-TERM INCENTIVE PLANS
There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers, except that our directors
and executive officers may receive stock options at the discretion of our board
of directors. We do not have any material bonus or profit sharing plans pursuant
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to which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.
We have no plans or arrangements in respect of remuneration received or that may
be received by our executive officers to compensate such officers in the event
of termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.
COMPENSATION OF DIRECTORS
To date, we have no employees other than our officers. Neither our company's
officers nor directors have been paid any compensation. Moreover, we presently
have no formal employment agreements or other contractual arrangements with our
officers or directors or any one else regarding the commitment of time or the
payment of salaries or other compensation. When funds allow, we anticipate that
our officers will be offered a compensation package.
EMPLOYMENT CONTRACTS
In the past three years no executive officer has received any amounts in
connection with an executive officer's resignation, retirement, or other
termination. No executive officer received any amounts in the last three years
in connection with a change in control of our company or a change in the
executive officer's responsibilities after a change in control.
There are no compensatory plans or arrangements, including payments to be
received from our company, with respect to any person which would in any way
result in payments to any such person because of his resignation, retirement, or
other termination of such person's employment with our company or its
subsidiaries, or any change in control of our company, or a change in the
person's responsibilities following a change in control of our company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DSG GLOBAL INC.
/s/ Robert Silzer
----------------------------------------
Robert Silzer, Director, President,
Chief Executive Officer, Chief Financial
Officer, Principal Accounting Officer,
Secretary and Treasurer
Date: May 21, 2015
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