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DSG Global Inc. – ‘SC 14F1’ on 5/26/15 re: DSG Global Inc.

On: Tuesday, 5/26/15, at 8:18am ET · As of: 5/22/15 · Accession #: 1165527-15-258 · File #: 5-88852

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/22/15  DSG Global Inc.                   SC 14F1     5/26/15    1:34K  DSG Global Inc.                   Global Financial Corp/FA

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Schedule 14F-1 of Dsg Global Inc.                     12     46K 

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 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)

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 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.                                                        

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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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                                                        [Enlarge/Download Table]

                                                                                                        
                                                                             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

                                                        [Enlarge/Download 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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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14F1’ Filing	Date	First	Last	Other Filings

Filed on:	5/26/15
Filed as of:	5/22/15	2
	5/21/15	12
	5/19/15	3
	5/6/15	2	7	8-K
	5/5/15	2
	4/13/15	2		8-K
	3/31/15	10		10-Q, NT 10-Q
	9/30/14	8	10	10-K, NT 10-K
	9/30/13	10		10-K, NT 10-K
	9/25/07	6
				List all Filings

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Filing Submission 0001165527-15-000258 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

DSG Global Inc. – ‘SC 14F1’ on 5/26/15 re: DSG Global Inc.

On: Tuesday, 5/26/15, at 8:18am ET · As of: 5/22/15 · Accession #: 1165527-15-258 · File #: 5-88852

Statement re: Change in Majority of Directors — Rule 14f-1Filing Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents