U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





AMENDMENT
      NO. 1 TO FORM 10-KSB





(Mark
      One)





x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      fiscal year ended December 31, 2006





o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      transition period from ___________ to ___________





Commission
      file number: 0-29087





DATASCENSION,
      INC.


(Name
      of
      small business issuer in its charter)





Nevada
            
            87-0374623(State
                or other jurisdiction of
            
            (IRS
                Employerincorporation
                or organization)
            
            Identification
                No.)





145
                  State College Blvd, Suite 350Brea,
                  CA
            
            92821(Address
                of principal executive offices)
            
            (Zip
                Code)





714-482-9750


(Issuer's
      telephone number)





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, par value $.001


(Title
      of
      class)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2)has been subject
      to such filing requirements for the past 90 days. Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained herein, and no disclosure will be contained, to the
      best of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. x





The
      issuer had revenues of $14,780,706 for the fiscal year ended December 31, 2006.
      Based on the average of the closing bid and ask prices of the issuer's common
      stock on December 29, 2006, the aggregate market value of the voting stock
      held
      by non-affiliates of the registrant on that date was $4,960,819.





As
      of
      December 31, 2006, the issuer had 23,031,547 shares of common stock
      outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE





The
      Company's report on Form 8-K dated December 18, 2006


The
      Company's report on Form 10-QSB dated November 13, 2006


The
      Company's report on Form 10-QSB dated August 14, 2006


The
      Company's report on Form 8-K/A dated June 16, 2006


The
      Company's report on Form 8-K dated June 15, 2006


The
      Company's report on Form 10-QSB dated May 15, 2006


The
      Company's report on Form 8-K dated May 2, 2006


The
      Company's report on Form 10-KSB dated March 31, 2006


The
      Company's report on Form 10QSB/A dated February 10, 2006


The
      Company's report on Form 10QSB/A dated February 10, 2006


The
      Company's report on Form 10QSB/A dated February 9, 2006


The
      Company's report on Form 10KSB/A dated February 8, 2006


The
      Company's report on Form SB-2/A dated February 7, 2006


The
      Company's report on Form 8-K dated February 2, 2006





Transitional
      Small Business Disclosure Format (check one): Yes o No x










TABLE
      OF
      CONTENTS





Page
                No.PART
                IItem
                1. Description of Business
            
            3Item
                2. Description of Properties
            
            17Item
                3. Legal Proceedings
            
            18Item
                4. Submission of Matters to a Vote of Security Holders
            
            19PART
                IIItem
                5. Market for Common Equity and Related Stockholder Matters
            
            20Item
                6. Management's Discussion and Analysis of Financial Condition or
                Plan of
                Operation
            
            23Item
                7. Financial Statements
            
            29Item
                8. Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            
            45Item
                8A. Controls and Procedures
            
            45Item
                8B. Other Information
            
            45PART
                IIIItem
                9. Directors and Executive Officers of the Registrant
            
            46Item
                10. Executive Compensation
            
            50Item
                11. Security Ownership of Certain Beneficial Owners and Management
                and
                Related Stockholder Matters
            
            55Item
                12. Certain Relationships and Related Transactions
            
            56Item
                13. Exhibits and Reports on Form 8-K
            
            59Item
                14. Principal Accountant Fees and Services
            
            59Signatures
            
            60





2




PART
      I





Forward-Looking
      Statements





This
      annual report contains forward-looking statements. The forward-looking
      statements include all statements that are not statements of historical fact.
      The forward-looking statements are often identifiable by their use of words
      such
      as "may," "expect," "believe," "anticipate," "intend," "could," "estimate,"
      or
      "continue," "Plans" or the negative or other variations of those or comparable
      terms. Our actual results could differ materially from the anticipated results
      described in the forward-looking statements. Factors that could affect our
      results include, but are not limited to, those discussed in Item 6,
      "Management's Discussion and Analysis or Plan of Operation" and included
      elsewhere in this report.





ITEM
      1.
      DESCRIPTION OF BUSINESS.





(a)
      Business Development





DSEN
      was
      incorporated under the laws of the State of Nevada, on August 23, 1991, under
      the name Swiss Technique, Inc. The original Articles of DSEN authorized the
      issuance of fifty million (50,000,000) shares of common stock with a par value
      of $0.001. On August 23, 1991, pursuant to Section 78.486, Nevada Revised
      Statutes as amended, DSEN filed with the Nevada Secretary of State Articles
      of
      Merger, whereby DSEN merged with Sun Investments, Inc., a Utah corporation.
      On
      or about April 10, 1992, the Issuer, with majority shareholder vote filed
      Articles of Amendment to the Articles of Incorporation with the Secretary of
      State of Nevada, authorizing five million (5,000,000) shares of Preferred Stock
      each have a par value of $0.001, with such rights, preferences and designations
      and to be issued in such series as determined by the Board of Directors of
      the
      Corporation. DSEN in accordance with Section 78.250 of the Nevada Revised
      Statues and as a result of the majority consent of shareholders executed on
      or
      about March 3, 1995 changed the name from Swiss Technique, Inc., to Nutek,
      Inc.
      DSEN filed a Certificate of Amendment of Articles of Incorporation with the
      Secretary of State of Nevada to change its name.





On
      December 24, 2003, 63.34% of the votes entitled to be cast at a meeting of
      DSEN's shareholders consented in writing to change the name of the corporation
      from Nutek Inc. to Datascension Inc. ("DSEN".) The Board of Directors of Nutek,
      Inc. at a meeting duly convened, held on the 5th day of January, 2004, adopted
      a
      resolution to amend the original articles of incorporation for the name
      change.





The
      Company currently has a single operational subsidiary, Datascension
      International, Inc. DSEN had four subsidiaries which were disposed of as
      follows:, the non operating entities, Kristi & Co, Inc and SRC
      International, Inc have been discontinued and written down as of December 31,
      2004. Century Innovations, Inc and Nutek Oil, Inc have been spun off as separate
      operating entities which are managed and operated by independent
      management.





Nutek
      Oil
      was disposed of by issuing a dividend of the shares held by the parent company
      to the shareholders of the parent company. The stock dividend was distributed
      to
      owners of the Company's common stock as of the record date in a ratio of one
      share of dividend stock in the subsidiary for every 500 shares of common stock
      owned in Datascension, Inc.




3





Century
      Innovations was disposed of by issuing a dividend of the shares held by the
      parent company to the shareholders of the parent company. The stock dividend
      was
      distributed to owners of the Company's common stock as of the record date in
      a
      ratio of one share of dividend stock in the subsidiary for every 300 shares
      of
      common stock owned in Datascension, Inc.





DSEN
      previously distributed a portion of its ownership to Datascension shareholders.
      The Company has additionally distributed all but 10% of its ownership in Century
      to Century as Treasury Stock on the books of Century. It will remain as Treasury
      Stock on the books of Century until the effectiveness of a Form 10 registration
      to be filed by Century for the shares. Within sixty (60) days of the Form 10's
      effectiveness, Century will work with the Company to distribute the shares
      to
      the then current Datascension shareholders.





(A)
      Principal Address.





DSEN's
      mailing address is: 145 State College Blvd, Suite 350, Brea, CA 92821, phone
      number: 714-482-9750. The Company websites can be found at www.datascension.com.
      As of this filing of this Form 10-KSB, DSEN is seeking to sublease the Brea,
      CA
      space and move into a smaller, less costly location, as operations are being
      centralized in Costa Rica.





(b)
      Business of Issuer





On
      July
      2, 2001, the DSEN acquired 100% of the issued and outstanding stock of
      Datascension International. Datascension International is a data gathering
      and
      research company. Its expertise is in the collection, storage, processing and
      interpretation of data. Datascension International's management team has over
      30
      years of experience in working with clients to gather the information they
      need
      to make changes or advancements to their operations. Datascension International
      services a variety of industries and customers (including the hospitality,
      entertainment, and automotive sectors) with emphasis and commitment to customer
      service, quality assurance and on-time project management.





1)
      Principal Products, Services and Principal Markets.





Services





Telephone
      Interviewing (CATI or Paper) Currently, Datascension's CATI telephone facility
      employs approximately 1000 part- and full-time telephone interviewers, many
      of
      whom are bilingual in Spanish and English. Datascension and other leading
      research agencies have found that streamlining their systems with integrated
      CATI and automatic dialing capabilities have resulted in quicker turnaround,
      lower costs and increased field capacity for phone research
      projects.





Internet
      Data Collection





Datascension
      has a full-time programming staff experienced in designing all types of web
      surveys, web panels, and data collection sites.




4





Database
      Engineering





Datascension
      has the expertise to create databases from very small to the most complex fully
      relational database. Its database software allows the end-user to connect to
      Datascension’s system via the Internet and run reports and pull data with
      relatively no training.





Data
      Storage





Datascension
      employs large disk storage hardware for short and long-term document and file
      archive and retrieval.





Document
      Processing





Datascension
      has developed an expertise in data value ensuring the greatest care in document
      processing services including clerical handling of documents, coding, data
      entry, scanning and storage.





Data
      Reporting & Mining





Datascension
      staff can program banners using the latest version of Quantum (SPSS) tabulation
      software. They have extensive experience of handling most types of data
      including ASCII, flat file, CSV, XML and many other formats.





In-bound
      Customer Service





Datascension's
      expertise in handling customer service calls covers a wide spectrum of
      industries from hardware order taking to infomercial support. Activities include
      on-line order booking to technical support for client products and
      services.





Bilingual
      Interviewing





At
      Datascension, we recognize the need to provide an accurate representation of
      the
      audiences we are surveying and are committed to ensuring that our interviewers
      are able to deliver.





People
      of
      Hispanic or Latino descent comprise 12.5% of the US population, according to
      2000 US Census figures. Datascension has recognized the importance of surveying
      this population. Datascension has begun a more concerted effort to target the
      Hispanic community and garner their input as a separate and unique segment
      of
      our society.





To
      that
      end, we contract a number of bilingual interviewers who are skilled in
      conducting research in both Spanish and English.





Major
      Clients





During
      the year ended December 31, 2006, the Company had three major clients, ipsos
      Reid (26%), Sandelman & Associates (11.7%), and The National Research Group
      (7.1%). Management believes the loss of one of these key clients would
      materially affect the operations of the company in the short term. Sandelman
      & Associates is a related party.




5





All
      of
      the revenue generated is from our Datascension International subsidiary, with
      about 93% of the revenue from the telephone interviewing with approximately
      7%
      coming from the data services and programming division. Customers are located
      through referrals from existing customers and from leads generated by our sales
      staff.





Our
      business does not involve “telemarketing". Telemarketing, in the call center
      industry, refers to the marketing of goods and services by telephone. We do
      not
      market goods or services for clients, but instead conduct interviews and gather
      information from interviewees. As a result the government regulation of the
      "do
      not call list" that has been implemented to stop unsolicited telemarketing
      does
      not affect our industry and we are not bound to comply by the Amended
      Telemarketing Sale Rule (TSR).





Who
      Must
      Comply with the Amended Telemarketing Sale Rule (TSR)?





The
      amended TSR regulates "telemarketing"- defined in the Rule as “a plan, program,
      or campaign. . . to induce the purchase of goods or services or a charitable
      contribution" involving more than one interstate telephone call." (The FCC
      regulates both intrastate and interstate calling. More information is available
      from www.fcc.gov.). With some important exceptions, any businesses or
      individuals that take part in "telemarketing" must comply with the Rule. This
      is
      true whether, as "telemarketers," they initiate or receive telephone calls
      to or
      from consumers, or as "sellers," they provide, offer to provide, or arrange
      to
      provide goods or services to consumers in exchange for payment. It makes no
      difference whether a company makes or receives calls using low-tech equipment
      or
      the newest technology-such as voice response units (VRUs) and other automated
      systems. Similarly, it makes no difference whether the calls are made from
      outside the United States; so long as they are made to consumers in the United
      States, those making the calls, unless otherwise exempt, must comply with the
      TSR's provisions. If the calls are made to induce the purchase of goods,
      services, or a charitable contribution, the company is engaging in
      "telemarketing."





Certain
      sections of the Rule apply to individuals or companies other than "sellers"
      or
      "telemarketers" if these individuals or companies provide substantial assistance
      or support to sellers or telemarketers. The Rule also applies to individuals
      or
      companies that provide telemarketers with unauthorized access to the credit
      card
      system.





2)
      Employees/Contract workers





DSEN
      currently has both employees and contracted help. The employees are located
      domestically, and the contract workers are located internationally, with no
      domestic contract workers. In total we have approximately 1000 individuals
      working for DSEN, of which two (2) are Officers of DSEN as of December 31,
      2006.
      Of the 1000 employees, 7 are full-time (including the two officers). As DSEN
      continues to grow and offer additional services and retain additional clients,
      it will need to add both full-time and part-time employees/contract
      Workers.





6





3)
      Competition and Risk Factors





Risks
      Relating to our Business:





1.
      Efforts to expand operations through developing new services, features and
      functions may drain capital resources if not successful





There
      can
      be no assurance that DSEN will be able to expand its operations in a
      cost-effective or timely manner or that any such efforts would maintain or
      increase overall market value and acceptance. Furthermore, any new business
      launched by DSEN that is not favorably received by consumers could drain DSEN
      of
      needed capital, damage DSEN's reputation and diminish the value of its brand
      name.





Expansion
      of DSEN's operations would require significant expenditure for development,
      operation setup, and training of DSEN's management, financial and operational
      resources. Any lack of market acceptance of DSEN's products or services would
      result in the inability to generate satisfactory revenues and to offset its
      costs of the expansion, which could have a material adverse effect on DSEN's
      results of operations and financial condition.





2.
      Efforts to establish brand identity is costly and failure to succeed could
      adversely affect DSEN's ability to grow.





DSEN
      believes that establishing and maintaining brand identity is a critical aspect
      of its efforts to attract new customers. In order to attract new customers,
      advertisers and commerce vendors, and in response to competitive pressures,
      DSEN
      intends to make a commitment to the creation and maintenance of brand loyalty
      among these groups. DSEN plans to accomplish this, although not exclusively,
      through advertising its products and services through its Web site, through
      the
      various search engines, through other Web sites and marketing its site to
      businesses and customers through e-mail, online media, trade publications,
      trade
      shows and other marketing and promotional efforts.





There
      can
      be no assurance that brand promotion activities will yield increased revenues
      or
      that any such revenues would offset the expenses incurred by DSEN in building
      its brands. If DSEN fails to promote and maintain its brand or incurs
      substantial expenses in an attempt to promote and maintain its brand or DSEN's
      existing or future strategic relationships fail to promote DSEN's brand or
      increase brand awareness, DSEN's business, results of operations and financial
      condition would be materially adversely affected.





3.
      Our
      clients may adopt technologies that decrease the demand for our services, which
      could reduce our revenues and seriously harm our business.





We
      target
      clients with a high need for our market research services, and we depend on
      their continued need of our services, especially our major clients who generate
      the substantial majority of our revenues. However, over time, our clients may
      adopt new technologies that decrease the need for live customer interaction,
      such as interactive voice response, web-based research and other technologies
      used to automate interactions with interviewers. The adoption of such
      technologies could reduce the demand for our services, pressure our pricing,
      cause a reduction in our revenues and harm our business.





7





4.
      We
      serve markets that are highly competitive, and we may be unable to compete
      with
      businesses that have greater resources than we do.





We
      currently face significant competition for outsourced market research services
      and expect that competition will increase. We believe that, in addition to
      prices, the principal competitive factors in our markets are service quality
      and
      interviewing skills, the ability to develop customized designs and technological
      and industry expertise. While numerous companies provide market research
      services, we believe our principal competitors include our clients' own in-house
      market research groups, including, in some cases, in- house groups operating
      offshore, offshore outsourcing companies and U.S.-based outsourcing companies.
      The trend toward offshore outsourcing, international expansion by foreign and
      domestic competitors and continuing technological changes will result in new
      and
      different competitors entering our markets. These competitors may include
      entrants from the communications industries or entrants in geographic locations
      with lower costs than those in which we operate.





Additionally,
      the market for customer contact services and market research is highly
      fragmented and very competitive. In certain segments of the industry, however,
      the customer contact services and market research industries have begun to
      experience a degree of consolidation, and the development of major customer
      contact center companies has resulted in an additional level of competition
      from
      service providers that have greater name recognition, larger installed customer
      bases, and significantly greater financial, technical, and marketing resources
      than we have. Large established enterprise software companies may leverage
      their
      existing relationships and capabilities to offer customer service applications.
      In other instances, many large companies provide their own in-house customer
      care support and customer training. Also,


a
      number
      of existing companies have experienced rapid internal growth, and several of
      these companies have been active in acquiring smaller regional customer contact
      services and call center companies and are becoming major competitors with
      a
      measurable share of this rapidly expanding market. If our competitors provide
      more efficient or less expensive services, we may lose market share and
      revenues.





Lastly,
      many of our existing competitors and possibly potential new competitors, have
      or
      may have greater financial, personnel and other resources, longer operating
      histories, more technological expertise, more recognizable brand names and
      more
      established relationships in industries that we currently serve or may serve
      in
      the future. Increased competition, our inability to compete successfully against
      current or future competitors, pricing pressures or loss of market share could
      result in increased costs and reduced operating margins, which could harm our
      business, operating results, financial condition and future
      prospects.





5.
      Many
      of our contracts can be terminated by our clients on short notice and in many
      cases without penalty. We also generally do not have exclusive arrangements
      with
      our clients or a minimum revenue commitment from our clients, which creates
      uncertainty about the volume of services we will provide and the amount of
      revenues we will generate from any of our clients.




8





We
      typically enter into written agreements with each client for our services.
      We
      seek to sign multi-year contracts with our clients, but many of our contracts
      permit our clients to terminate the contracts upon short notice. The volume
      and
      type of services we perform for specific clients may vary from year to year,
      particularly since in many cases we are not the exclusive provider of
      outsourcing services to our clients. A client in one year may not provide the
      same level of revenues in a subsequent year. Many of our clients may terminate
      their contracts with us before their expiration with no penalties or limited
      penalties.





Many
      of
      our clients could terminate their relationship with us or reduce their demand
      for our services due to a variety of factors, including factors that are
      unpredictable and outside of our control. The services we provide to a client
      could be reduced if the client were to change its outsourcing strategy. Clients
      may move more market research functions in-house, to an affiliated outsourcing
      provider or to one of our competitors. Clients may reduce spending on
      outsourcing services due to changing economic conditions or financial
      challenges, or political or public relations pressures to reduce or eliminate
      offshore outsourcing of business processes. If our clients are not successful
      or
      if they experience any significant decrease in their businesses, the amount
      of
      business they outsource and the prices that they are willing to pay for such
      services may be diminished and likely would result in reduced revenues for
      us.


Any
      reduction in revenues would harm our business, negatively affect operating
      results and may lead to a decline in the price of our common stock.





6.
      We
      have a limited operating history and our business and future prospects are
      difficult to evaluate.





Due
      to
      our limited operating history, especially in Costa Rica where we consolidated
      our market research operations in 2002, our business and future prospects are
      difficult to evaluate. We are exploring opportunities to provide other
      outsourced services that we have not provided to date. You should consider
      the
      challenges, risks and uncertainties frequently encountered by early-stage
      companies using new and unproven business models in rapidly evolving markets.
      These challenges include our ability to:




· attract
        and retain clients;





· attract
      and retain key personnel
      and customer management professionals;





· generate
      sufficient revenues and
      manage costs to maintain profitability;





· manage
      growth in our operations;
      and





· access
      additional capital when
      required and on reasonable terms.




9





7.
      Our
      operating results may fluctuate significantly and could cause the market price
      of our common stock to fall rapidly and without notice.





Our
      revenues and operating results are difficult to predict and may fluctuate
      significantly from quarter to quarter due to a number of factors,
      including:





· the
      addition or loss of a major
      client and the volume of services provided to our major clients;





· the
      extent to which our services
      achieve or maintain market acceptance, which may be affected by political and
      public relations reactions to offshore outsourcing;





· our
      ability to introduce new or
      enhanced services to our existing and prospective clients and to attract and
      retain new clients;





· long
      sales cycles and
      fluctuations in sales cycles;





· the
      extent to which we incur
      expenses in a given period in anticipation of increased demand in future
      periods, and the extent to which that demand materializes;





· changes
      in our pricing policies
      or those of our competitors, as well as increased price competition in
      general;





· variation
      in demand for our
      services and the services or products of our major clients, particularly clients
      in the travel and hospitality industry; and





· the
      introduction of new or
      enhanced services by other outsourced service providers.





Results
      of operations in any quarterly period should not be considered indicative of
      the
      results to be expected for any future period. In addition, our future quarterly
      operating results may fluctuate and may not meet the expectations of securities
      analysts or investors. If this occurs, the trading price of our common stock
      could fall substantially, either suddenly or over time.





8.
      If we
      fail to manage our growth effectively, our business may not
      succeed.





We
      have
      expanded significantly since our formation and intend to maintain our growth
      focus. However, our growth will place demands on our resources and we cannot
      be
      sure that we will be able to manage our growth effectively. In order to manage
      our growth successfully, we must:





· maintain
      the hiring, training
      and management necessary to ensure the quality and responsiveness of our
      services;





· expand
      and enhance our
      administrative and technical infrastructure, facilities and capacities to
      accommodate increased call volume and other customer management demands;
      and




10





· continue
      to improve our
      management, financial and information systems and controls.





Continued
      growth could place a strain on our management, operations and financial
      resources. Our infrastructure, facilities and personnel may not be adequate
      to
      support our future operations or to adapt effectively to future growth. As
      a
      result, we may be unable to manage our growth effectively, in which case our
      operating costs may increase at a faster rate than the growth in our revenues,
      our margins may decline and we may incur losses.





9.
      We may
      experience significant employee turnover rates in the future and we may be
      unable to hire and retain enough sufficiently trained employees to support
      our
      operations, which could harm our business.





The
      market research outsourcing industry is very labor intensive and our success
      depends on our ability to attract, hire and retain qualified employees. We
      compete for qualified personnel with companies in our industry and in other
      industries and this competition is increasing in Costa Rica as the outsourcing
      industry expands. Our growth requires that we continually hire and train new
      personnel. The outsourcing industry, including the customer management services
      industry, has traditionally experienced high employee turnover. A significant
      increase in the turnover rate among our employees would increase our recruiting
      and training costs and decrease operating efficiency and productivity, and
      could
      lead to a decline in demand for our services. If this were to occur, we would
      be
      unable to service our clients effectively and this would reduce our ability
      to
      continue our growth and operate profitably. We may be unable to continue to
      recruit, hire, train and retain a sufficient labor force of qualified employees
      to execute our growth strategy or meet the needs of our business.





10.
      Our
      senior management team is important to our continued success and the loss of
      members of senior management could negatively affect our
      operations.





The
      loss
      of the services of Scott Kincer, our Chief Executive Officer and Chief Financial
      Officer; or Joseph Harmon, our Vice President of Sales and Marketing, could
      seriously impair our ability to continue to manage and expand our business.
      Our
      success depends on the continued service and performance of our executive
      officers, and we cannot guarantee that we will be able to retain these
      individuals.





11.
      Our
      facilities are at risk of damage by earthquakes and other natural
      disasters.





We
      currently rely on the availability and condition of our leased Costa Rican
      facilities to provide service and support to our clients. These facilities
      are
      located in a region that is susceptible to earthquakes and other natural
      disasters, which may increase the risk of disruption of information systems
      and
      telephone service for sustained periods. Damage or destruction that interrupts
      our provision of outsourcing services could damage our relationship with our
      clients and may cause us to incur substantial additional expense to repair
      or
      replace damaged equipment or facilities. While we currently have commercial
      liability insurance, our insurance coverage may not be sufficient. Furthermore,
      we may be unable to secure such insurance coverage or to secure such insurance
      coverage at premiums acceptable to us in the future. Prolonged disruption of
      our
      services as a result of natural disasters may entitle our clients to terminate
      their contracts with us.




11





12.
      Our
      operations could suffer from telecommunications or technology downtime,
      disruptions or increased costs.





We
      are
      highly dependent on our computer and telecommunications equipment and software
      systems. In the normal course of our business, we must record and process
      significant amounts of data quickly and accurately to access, maintain and
      expand the databases we use for our services. We are also dependent on
      continuous availability of voice and electronic communication with
      customers.


If
      we
      experience interruptions of our telecommunications network with our clients,
      we
      may experience data loss or a reduction in revenues. These disruptions could
      be
      the result of errors by our vendors, clients or third parties, electronic or
      physical attacks by persons seeking to disrupt our operations, or the operations
      of our vendors, clients or others. A significant interruption of service could
      have a negative impact on our reputation and could lead our present and
      potential clients not to use our services. The temporary or permanent loss
      of
      equipment or systems through casualty or operating malfunction could reduce
      our
      revenues and harm our business.





13.
      Our
      customer base is concentrated and the loss of one or more of our key customers
      would harm our business.





Historically,
      a majority of our sales have been to relatively few customers. We expect that
      sales to relatively few customers will continue to account for a significant
      percentage of our net sales for the foreseeable future. The loss of, or any
      reduction in interview hours from, a significant customer would harm our
      business.





We
      derived approximately 44.8% of our total net revenues from three clients in
      fiscal 2006. If we were to lose, or if there were a material reduction in
      business from, these clients or our other significant clients, our net revenues
      might decline substantially.





Our
      ten
      largest clients accounted for approximately $11.6 million, or approximately
      78.24%, of our total net revenues for the year ended December 31, 2006. If
      we
      lose business from any of our top ten clients, our net revenues may decline
      substantially.





14.
      We
      could cause disruptions to our clients' business from inadequate service, and
      our insurance coverage may be inadequate to cover this risk.





Most
      of
      our contracts with our clients contain service level and performance
      requirements, including requirements relating to the timing and quality of
      responses to market research. The quality of services that we provide is
      measured by quality assurance ratings, which are based in part on the results
      of
      customer satisfaction and direct monitoring of interactions between our
      professionals and customers. Failures to meet service requirements of a client
      could disrupt the client's business and result in a reduction in revenues or
      a
      claim for damages against us. For example, some of our agreements have standards
      for service that, if not met by us, result in lower payments to us. In addition,
      because many of our projects are business-critical projects for our clients,
      a
      failure or inability to meet a client's expectations could seriously damage
      our
      reputation and affect our ability to attract new business.




12




Under
      our
      contracts with our major clients and many of our contracts with other clients,
      our liability for breaching our obligations is generally limited to actual
      damages up to a portion of the fees paid to us. To the extent that our contracts
      contain limitations on liability, such contracts may be unenforceable or
      otherwise may not protect us from liability for damages. While we maintain general
      liability insurance coverage, this coverage may be inadequate to cover one
      or
      more large claims, and our insurer may deny coverage.





15.
      Unauthorized disclosure of sensitive or confidential client and customer data,
      whether through breach of our computer systems or otherwise, could expose us
      to
      protracted and costly litigation and cause us to lose clients.





We
      are
      typically required to collect and store sensitive data in connection with our
      services, including names, addresses and other personal information. If any
      person, including any of our employees, penetrates our network security or
      otherwise misappropriates sensitive data, we could be subject to liability
      for
      breaching contractual confidentiality provisions or privacy laws.




Penetration
      of the network security of our data bases could have a negative impact on our
      reputation and could lead our present and potential clients to choose other
      service providers.





16.
      We
      may choose to expand operations outside of Costa Rica and may not be
      successful.





We
      may
      consider expanding to countries other than Costa Rica. We cannot predict the
      extent of government support, availability of qualified workers, or monetary
      and
      economic conditions in other countries. Although some of these factors may
      influence our decision to establish operations in another country, there are
      inherent risks beyond our control, including exposure to currency fluctuations,
      political uncertainties, foreign exchange restrictions and foreign regulatory
      restrictions. One or more of these factors or other factors relating to
      international operations could result in increased operating expenses and make
      it more difficult for us to manage our costs and operations, which could harm
      our business and negatively impact our operating results.





17.
      We
      are subject to extensive laws and regulation that could limit or restrict our
      activities and impose financial requirements or limitations on the conduct
      of
      our business.





The
      market research and call center industry has become subject to an increasing
      amount of federal and state regulation in the past five years. Despite our
      focus
      on outbound market research and a lesser extent inbound call handling, we are
      subject to regulations governing communications with consumers due to the
      activities we undertake on behalf of our clients to encourage customers to
      provide sensitive personal information about themselves. For example, limits
      on
      the transport of personal information across international borders such as
      those
      now in place in the European Union (and proposed elsewhere) may limit our
      ability to obtain customer data.




13





Additional
      federal, state, local or international legislation, or changes in regulatory
      implementation, could further limit our activities or those of our clients
      in
      the future or significantly increase the cost of regulatory
      compliance.





18.
      Our
      ability to raise capital in the future, if and when needed, may be limited,
      and
      could prevent us from executing our business strategy. The sale of additional
      equity securities would result in further dilution to our
      stockholders.





We
      believe that our existing cash and cash equivalents will be sufficient to
      support our anticipated cash needs through 2007. However, the timing and amount
      of our working capital and capital expenditure requirements may vary significantly
      depending on numerous factors, including:





· market
      acceptance of and demand
      for our offshore outsourced services which
      may
      be affected by political and public relations reactions to offshore outsourcing;





· access
      to and availability of
      sufficient management, technical, marketing and
      financial personnel;





· the
      need to enhance our
      operating infrastructure;





· the
      continued development of new
      or enhanced services and hosted designs;





· the
      need to adapt to changing
      technologies and technical requirements;





· the
      existence of opportunities
      to acquire businesses or technologies, or
      opportunities for expansion; and





· increased
      competition and
      competitive pressures.





If
      our
      capital resources are insufficient to satisfy our liquidity requirements, we
      may
      seek to sell additional equity or debt securities or obtain other debt
      financing. The sale of additional equity securities or convertible debt
      securities would result in additional dilution to our stockholders. Additional
      debt would result in increased expenses and could result in covenants that
      restrict our operations. We may be unable to secure financing in sufficient
      amounts or on terms acceptable to us, if at all, in


which
      case we may not have the funds necessary to finance our ongoing capital
      requirements or execute our business strategy.





Risks
      Related to Doing Business Offshore





1.
      We may
      face wage inflation and additional competition offshore for our professionals,
      which could increase the cost of qualified workers and the amount of worker
      turnover.




14





Fees
      for
      our contract workers offshore could increase at a faster rate than for U.S.
      employees, which could result in increased costs to employ our outsourcing
      center professionals. We also are faced with competition in Costa Rica for
      outsourcing center professionals, and we expect this competition to increase
      as
      additional outsourcing companies enter the market and expand their operations.
      In particular, there may be limited availability of qualified interviewers
      and
      both middle and upper management candidates. We have benefited from an excess
      of
      supply over demand for college graduates in Costa Rica. If this favorable
      imbalance changes due to increased competition, it could affect the availability
      or cost of qualified professionals, who are critical to our performance. This
      could increase our costs and turnover rates.





Risks
      Relating to our Industry





1.
      The
      marketing research industry is vulnerable to general economic conditions, which
      may affect our revenues.





Many
      of
      the companies served by our clients treat all or a portion of their marketing
      research expenditures as discretionary. As general economic conditions worsen
      and these companies seek to control variable costs, research projects for which
      we have been engaged to collect data may be delayed or cancelled, and new
      project bookings may slow. As a result, our growth rate and revenues may
      decline.





Risks
      Relating To Our Current Financing Arrangement





1.
      Our
      ability to raise capital in the future is restricted by our current financing
      arrangement. While any of its current notes with its senior secured lenders
      are
      outstanding, DSEN will not be able to issue any equity, convertible debt or
      other securities convertible into common stock or equity of DSEN without the
      prior written consent of the current note holders, which consent may be withheld
      for any reason.





Risks
      Relating to our Stock:





1.
      The
      overhang affect from the resale of the selling shareholders securities on the
      market could result in lower stock prices when converted Overhang can translate
      into a potential decrease in DSEN's market price per share. If the share volume
      cannot absorb the sale of these shares, DSEN's market price per share will
      likely decrease. As the market price decreases, each subsequent conversion
      will
      require a larger quantity of shares.





2.
      Short
      selling common stock by warrant and convertible note holders may drive down
      the
      market price of DSEN's stock.





The
      warrant and convertible note holders may sell shares of DSEN's common stock
      on
      the market before exercising the warrant or converting the notes. The stock
      is
      usually offered at or below market since the warrant and debenture holders
      may
      receive stock at a discount to market (depending on the then prevailing market
      price as conversion prices and warrant exercise prices are fixed). Once the
      sale
      is completed the holders exercise or convert a like dollar amount of shares.
      If
      the stock sale lowered the market price, upon exercise or conversion, the
      holders would receive a greater number of shares than they would have absent
      the
      short sale. This pattern may result in the spiraling down of DSEN's stock's
      market price.




15





3.
      DSEN's
      common stock is subject to the "Penny Stock" rules of the SEC and the trading
      market in DSEN's securities is limited, which makes transactions in DSEN's
      stock
      cumbersome and may reduce the value of an investment in DSEN's
      stock.





DSEN's
      shares of Common Stock are "penny stocks" as defined in the Exchange Act, which
      are quoted in the over the counter market on the OTC Bulletin Board. As a
      result, an investor may find it more difficult to dispose of or obtain accurate
      quotations as to the price of the shares of the Common Stock being registered
      hereby. In addition, the "penny stock" rules adopted by the Commission under
      the
      Exchange Act subject the sale of the shares of the Common Stock to certain
      regulations which impose sales practice requirements on broker dealers. For
      example, broker dealers selling such securities must, prior to effecting the
      transaction, provide their customers with a document that discloses the risks
      of
      investing in such securities. Included in this document are the
      following:





· The
      bid and offer price quotes
      for the penny stock, and the number of shares to which the quoted prices
      apply.





· The
      brokerage firm's
      compensation for the trade.





· The
      compensation received by the
      brokerages firm's salesperson for the trade.





In
      addition, the brokerage firm must send the investor:





· Monthly
      account statement that
      gives an estimate of the value of each penny stock in your account.





· A
      written statement of your
      financial situation and investment goals.





Legal
      remedies, which may be available to you, are as follows:





· If
      penny stocks are sold to you
      in violation of your rights listed above, or other federal or state securities
      laws, you may be able to cancel your purchase and get your money
      back.





· If
      the stocks are sold in a
      fraudulent manner, you may be able to sue the persons and firms that caused
      the
      fraud for damages.





· If
      you have signed an
      arbitration agreement, however, you may have to pursue your claim through
      arbitration.





If
      the
      person purchasing the securities is someone other than an accredited investor
      or
      an established customer of the broker dealer, the broker dealer must also
      approve the potential customer's account by obtaining information concerning
      the
      customer's financial situation, investment experience and investment objectives.
      The broker dealer must also make a determination whether the transaction is
      suitable for the customer and whether the customer has sufficient knowledge
      and
      experience in financial matters to be reasonably expected to be capable of
      evaluating the risk of transactions in such securities. Accordingly, the
      Commission's rules may limit the number of potential purchasers of the shares
      of
      the Common Stock.





16





4.
      Resale
      restrictions on transferring "penny stocks" are sometimes imposed by some
      states, which may make transactions in our stock cumbersome and may reduce
      the
      value of an investment in our stock.





Various
      state securities laws impose restrictions on transferring "penny stocks" and
      as
      a result, investors in the Common Stock may have their ability to sell their
      shares of the Common Stock impaired. For example, the Utah Securities Commission
      prohibits brokers from soliciting buyers for "penny stocks", which makes selling
      them more difficult.





5.
      DSEN's
      absence of dividends or the ability to pay them places a limitation on any
      investors return.





DSEN
      anticipates that for the foreseeable future, earnings will be retained for
      the
      development of its business. Accordingly, DSEN does not anticipate paying
      dividends on the common stock in the foreseeable future. The payment of
      future


dividends
      will be at the sole discretion of DSEN's Board of Directors and will depend
      on
      DSEN's general business condition.





6.
      The
      market price for our common stock may be volatile, making an investment in
      DSEN
      risky.





The
      market price for our common stock has been and is likely to continue to be
      highly volatile and subject to wide fluctuations in response to factors
      including the following:





· actual
      or anticipated
      fluctuations in our quarterly operating results,





· announcements
      of new services by
      us or our competitors,





· changes
      in the economic
      performance or market valuations of other companies involved in call center
      services or market research services,




· announcements
      by our competitors
      of significant acquisitions, new strategic alliances, joint ventures or capital
      commitments,





· additions
      or departures of key
      personnel,





· potential
      litigation,
      or





· economic
      conditions in the
      outsourced call center market.





ITEM
      2.
      DESCRIPTION OF PROPERTY.





The
      principal office is 5,102 square feet of office space at 145 S. State College
      Blvd, Suite 350 Brea California 92821 with aggregate monthly rent of
      approximately $8,724. Combined rent recorded during 2006 and 2005 respectfully
      was $107,193 and $151,439.




17





Rent
      at
      the old facility recorded during 2006 and 2005 was approximately $197,276 in
      2006 and $240,000 in 2005, respectively. The address of the new Costa Rica
      facility is: Datascension Mall San Pedro, 4to piso, antiguo Planet Mall, San
      Pedro, San Jose, Costa Rica, where the Company leases approximately 120,000
      square feet. The details on the leases comprising the new Costa Rica facility
      (described below) are as follows:


**Floor**
                
                
                **Under
                    Name**
                
                
                **Monthly
                    Amount**
                
                
                **Starting
                    date**
                
                
                **Ending
                    Date**Rent
                    4th floor
                
                
                Fundo
                    Pomelo Rosado S.A
                
                $
                17,000
                
                
                1-Nov-06
                
                
                30-Oct-11Rent
                    VIP Offices
                
                
                Marcas
                    La Union S.A
                
                $
                32,500
                
                
                1-Nov-06
                
                
                30-Oct-11Rent
                    6th Floor
                
                
                Novedades
                    Azul Marino, S.AS.
                
                $
                2,875
                
                
                1-May-07
                
                
                30-Oct-11Rent
                    6th Floor
                
                
                Arrendadora
                    Entre Lagos S.A
                
                $
                2,875
                
                
                1-May-07
                
                
                30-Oct-11Rent
                    7th Floor
                
                
                Campos
                    de Amaranto S.A
                
                $
                2,875
                
                
                1-Mar-07
                
                
                30-Oct-11Rent
                    7th Floor
                
                
                Plaza
                    Central Zafiro S.A
                
                $
                2,875
                
                
                1-Mar-07
                
                
                30-Oct-11Rent
                    Ciber City
                
                
                Arrendadora
                    Coturno S.A
                
                $
                7,000
                
                
                15-May-06
                
                
                15-May-13Rent
                    Planet Mall
                
                
                Increible
                    Universo M.O.S.A
                
                $
                18,000
                
                
                1-May-06
                
                
                1-May-13$
                86,000




In
      December 2006, the Company completed its major corporate expansion with the
      December 2006 move to its new facility in San Pedro, adjacent to Costa Rica's
      capital.





The
      significance of the move to the new facilities marks a major milestone for
      Datascension. The facility has the capacity to house approximately 1000 call
      center personnel over two shifts, along with providing sufficient space to
      house
      executive and support operations.





DSEN
      is
      of the opinion that the current locations it uses are suitable, adequate, and
      in
      good condition for current as well as for future operations and
      business.





ITEM
      3.
      LEGAL PROCEEDINGS.





DSEN
      is
      from time to time involved in litigation incident to the conduct of its
      business. Certain litigation with third parties and present and former employees
      of DSEN is routine and incidental, such litigation can result in large monetary
      awards for compensatory or punitive damages.





DSEN
      is
      not currently a party to any pending material legal proceeding. To the knowledge
      of management, no federal, state or local governmental agency is presently
      contemplating any proceeding against the Company. To the knowledge of
      management, no director, executive officer or affiliate of the Company, any
      owner of record or beneficially of more than 5% of the Company's common stock
      is
      a party adverse to the Company or has a material interest adverse to the Company
      in any proceeding. The below referenced cases were settled in the first quarter
      of 2007.




18





INTERNATIONAL
      DATA COLLECTION, INC. V. DATASCENSION, ET AL.





San
      Diego
      Superior Court, Case No. GIC 865902





On
      May
      12, 2006, International Data Collection, Inc. ("Plaintiff"), filed a complaint
      in the Superior Court of California, County of San Diego, Case No. GIC 865902,
      against DSEN as well as Joey Harman (officer), Heather Pomeroy (former employee)
      and a non-related individual, Gustavo Mendoza. Plaintiff asserts causes of
      action for unfair business practices, misappropriation of trade secrets,
      interference with contract and prospective economic advantage, conversion and
      breach of contract.





IDC
      is a
      competitor of DSEN. Plaintiff contends that its former employee, Ms. Pomeroy,
      obtained trade secrets which she divulged in the course of her employment with
      Datascension. IDC has not specified its damages as of this time.





DSEN,
      Mr.
      Harmon and Ms. Pomeroy have each fully cooperated with litigation counsel's
      investigation. Although discovery has not been completed, it is litigation
      counsel's opinion that IDC's claims lack any factual and/or legal merit. As
      such, DSEN and its officer and employee intend to continue with vigorous defense
      against the claims asserted. A trial date has not yet been set in this
      case.





This
      case
      was settled in the first quarter of 2007 by execution of mutual releases and
      no
      remuneration paid by either side.





DATASCENSION
      V. MEDIRECT LATINO, INC.





Case
      No.
      32 103 00458 06





On
      June
      13, 2006, DSEN filed a claim against MEDirect Latino, Inc. ("MLTO") through
      the
      American Arbitration Association, Case No. 32 103 00458 06, in order to collect
      $212,061.28 of outstanding invoices for services rendered. Thereafter, on or
      about September 19, 2006, MLTO filed a counter-claim against DSEN, contending
      that DSEN negligently performed its services. MLTO seeks $1,000,000.00 in
      damages against DSEN although it has not specifically identified the basis
      of
      such.





The
      case
      was settled on February 12, 2007 pursuant to the following terms: Mutual
      releases and payment by MEDirect Latino to Datascension as follows:





February
      13, 2007 - $50,000 Each of March 13, 2007, April 13, 2007 and May 13, 2007:
      $18,666.67.





To
      date,
      DSEN has received $68,666.67 in payments from MLTO, representing the payments
      due on February 13, 2007 and March 13, 2007.





ITEM
      4.
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.





No
      matters were submitted to a vote of security holders during the fourth quarter
      of the fiscal year ended December 31, 2006.




19





PART
      II





ITEM
      5.
      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





Market
      Information





The
      DSEN's Common Stock is traded on the OTC Bulletin Board (OTCBB) under the symbol
      "DSEN". The following table sets forth the high and low bid quotations for
      the
      Common Stock for the periods indicated. These quotations reflect prices between
      dealers, do not include retail mark-ups, markdowns, and commissions and may
      not
      necessarily represent actual transactions. These bid quotations have not been
      adjusted retroactively by any stock split. As of December 31, 2006, DSEN had
      approximately 1,265 shareholders of record.


Period
              
              High
              
              LowCalendar
                  Year 2005March
                  31, 2005
              
              
              0.09
              
              
              0.21June
                  30, 2005
              
              
              0.50
              
              
              0.39September
                  30, 2005
              
              
              0.48
              
              
              0.27December
                  31, 2005
              
              
              0.35
              
              
              0.22Calendar
                  Year 2006March
                  31, 2006
              
              
              0.42
              
              
              0.24June
                  30, 2006
              
              
              0.65
              
              
              0.27September
                  30, 2006
              
              
              0.34
              
              
              0.20December
                  31, 2006
              
              
              0.44
              
              
              0.22





*All
      prices have been adjusted to reflect the 10 to one reverse split.





These
      quotations were obtained from Commodity Systems, Inc. (CSI) and do not
      necessarily reflect actual transactions, retail mark-ups, mark-downs or
      commissions. The transactions include inter-dealer transactions.





These
      quotations reflect inter dealer prices, without retail mark-up, markdown or
      commission, and may not necessarily represent actual transactions. These bid
      quotations have not been adjusted retroactively by any stock split.





Shareholders
      of Record and Outstanding Shares





The
      authorized capital stock of DSEN consists of 200,000,000 shares of common stock
      with a par value of $.001 and 20,000,000 shares of preferred stock at a par
      value of $.001.





As
      of
      December 31, 2006, DSEN had 23,031,547 shares of its $.001 par value common
      voting stock issued and outstanding which are held by 1265 shareholders of
      record.




20





Dividends





DSEN
      has
      not paid any dividends to date. In addition, it does not anticipate paying
      dividends in the immediate foreseeable future. The Board of Directors of the
      Company will review its dividend policy from time to time to determine the
      desirability and feasibility of paying dividends after giving consideration
      to
      the Company's earnings, financial condition, capital requirements and such
      other
      factors as the board may deem relevant.





Reverse
      Split





On
      November 4, 2004, Datascension Inc., announced its board of directors has
      authorized a reverse split of the company's common stock at a ratio of
      one-for-ten.





The
      reverse split, which was approved by the Company's stockholders at the last
      shareholder meeting, took effect on November 5, 2004. Each ten shares of the
      Company's issued and outstanding common stock were automatically converted
      into
      one share of common stock. No fractional shares were issued. Holders of
      fractional shares received shares rounded to the nearest whole
      share.





The
      Reverse Stock Split affected all of stockholders uniformly and did not affect
      any stockholder's percentage ownership interests in the company or proportionate
      voting power, except to the extent that the Reverse Stock Split resulted in
      any
      of the stockholders becoming entitled to a fractional share.





Preferred
      Shares





The
      Series B preferred shares pursuant to the certificate of designation were to
      be
      converted two years after issuance and this time period has long passed, the
      Datascension Board of Directors have decided to convert the preferred shares
      into the appropriate number of common shares including unpaid dividends.





Securities
      Authorized for Issuance under Equity Compensation Plans





There
      were 3,250,000 options granted to officers in 2006, all with an exercise price
      of $.30 and five year terms, and given a 44% volatility, Black Scholes
      calculated this as a $398,587 expense during the year per FASB
      123R.





Recent
      Sales of Unregistered Securities





During
      the fiscal year ended December 31, 2006, the Company issued securities using
      the
      exceptions available under the Securities Act of 1933 including unregistered
      sales made pursuant to Section 4(2) of the Securities Act of 1933 as
      follows:





The
      company issued shares of common stock for services during the 12 months ended
      December 31, 2006.





400,000
      shares of common stock were canceled during the year ended December 31,
      2006.




21





500,000
      common shares were issued to Scott Kincer, the CEO; 150,000 shares were issued
      to Joey Harmon, the COO; 30,000 shares were issued to Robert Sandelman, a
      director; and 30,000 shares were issued to David Lieberman, a director. All
      stock was valued at $0.30 per share.





100,000
      shares were issued to a consultant and 25,000 shares were issued to an employee
      as compensation, valued at $30,000 and $7,500 (respectively) or $0.30 per
      share.





60,000
      shares of common stock were sold for $0.50 per share to an investor and 10,000
      shares of common stock were issued to a debtor as interest expense, valued
      at
      $3,000 or $0.30 per share.





3,250,000
      options were issued to officers with a $0.30 exercise price, a 5 year term
      and
      given a 44% volatility, Black Scholes calculated this as a $398,587 expense
      during the year per FASB 123R.





4,964,326
      shares of common stock were issued in conjunction with the December 2006 funding
      agreement and to settle all accrued interest and liquidated damages on the
      prior
      convertible notes. The value of these shares are $739,229.





80,000
      shares of common stock were issued in conjunction with a short term note payable
      and expensed at the fair market value of $29,600.





1,280,000
      warrants were issued to the note holders of the December 2006 notes with a
      5
      year term and a $0.45 exercise price. The relative fair value of the warrants
      on
      the date of issue was $198,130.





There
      were no other issuances of stock or options other than those mentioned
      above.





All
      of
      these transactions were exempt from the registration requirements of the
      Securities Act of 1933, as amended, by virtue of the exemptions provided under
      section 4(2) was available because:





· The
      transfer or issuance did not
      involve underwriters, underwriting discounts or commissions;





· A
      restriction on transfer legend
      was placed on all certificates issued;





· The
      distributions did not
      involve general solicitation or advertising; and,





· The
      distributions were made only
      to insiders, accredited investors or investors who were sophisticated enough
      to
      evaluate the risks of the investment. Each shareholder was given access to
      all
      information about our business and the opportunity to ask questions and receive
      answers about our business from our management prior to making any investment
      decision.





Issuer
      Repurchases





We
      did
      not make any repurchases of our equity securities during the year ending
      December 31, 2006.




22





ITEM
      6.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.





Introduction





The
      following discussion and analysis should be read in conjunction with our
      accompanying financial statements and the notes to those financial statements
      included elsewhere in this Annual Report. The following discussion includes
      forward-looking statements that reflect our plans, estimates and beliefs.
      Ouractual results could differ materially from those discussed in these forward-
      looking statements. Factors that could cause or contribute to such differences
      include, but are not limited to, those discussed below and elsewhere in this
      Annual Report.





Overview





Revenue
      Recognition.





We
      recognize revenues when survey data is delivered to the client in accordance
      with the terms of our agreements. Research products are delivered within a
      short
      period, generally ranging from a few days to approximately eight weeks. An
      appropriate deferral is made for direct costs related to contracts in process,
      and no revenue is recognized until delivery of the data has taken place.
      Billings rendered in advance of services being performed, as well as customer
      deposits received in advance, are recorded as a current liability


included
      in deferred revenue. We are required to estimate contract losses, if any, and
      provide for such losses in the period they are determined and estimable. We
      do
      not believe that there are realistic alternatives to our revenue recognition
      policy given the short period of service delivery and the requirement to deliver
      completed surveys to our customers. We do not believe there is significant
      risk
      of recognizing revenue prematurely since our contracts are standardized, the
      earnings process is short, and no single project accounts for a significant
      portion of our revenue.





Convertible
      Debt Financing and Derivative Liabilities





In
      accordance with Statement of Financial Accounting Standards No. 133, "Accounting
      for Derivative Instruments and Hedging Activities," as amended ("SFAS 133"),
      the
      holder's conversion right provision, interest rate adjustment provision,
      liquidated damages clause, cash premium option, and the redemption option
      (collectively, the debt features) contained in the terms governing the Notes
      are
      not clearly and closely related to the characteristics of the
      Notes.




Accordingly,
      the features qualified as embedded derivative instruments at issuance
      and, because they do not qualify for any scope exception within SFAS 133, they
      were required by SFAS 133 to be accounted for separately from the debt
      instrument and recorded as derivative financial instruments.





Since
      November 2004, the company had entered into at least four different convertible
      debt agreements, the most recent being December 12, 2006. In past funding
      arrangements, the specific terms of the funding arrangements contained certain
      covenants and liquidated damages which were deemed to make the notes be debt
      be
      considered non-conventional. Such treatment required a valuation of all
      derivative items of the notes, which created a liability on the balance sheets,
      coupled with a liability for the value of any warrants that were outstanding
      at
      the balance sheet date. The December 2006 note settled all prior interest,
      liquidated damages and other perceived "negative" items that were tainting
      the
      debt. The latter note also served to amend and limit the liabilities, so as
      to
      satisfy the EITF 00-27 requirements and end the requirement of the company
      to
      have the derivative accounting treatment. Below is a summary of the major terms of
      the
      notes outstanding as of December 31, 2006 (See "Accounts Payable and Accrued
      Liabilities" under the heading "Liquidity and Capital
      Resources").


23





Upon
      the
      entering into of the December 2006 transaction, the company removed all of
      the
      prior derivative liability portions of the convertible debt, as all clauses
      had
      been removed from the debts and agreements. This resulted in an expense to
      remove the debt discounts that were previously being accreted, as well as the
      financing costs being accreted over the remaining term. Concurrently, there
      was
      an income item reported with a corresponding write off of the liabilities
      associated with derivatives and the warrant liabilities on the books.





Plan
      of
      Operation





(a)
      Cash
      Requirements





Estimated
      future cash requirements





As
      discussed above DSEN intends to meet its financial needs for operations through
      the collection of accounts receivable and servicing of current
      contracts.





The
      Registrant's capital resources are comprised primarily of private investors,
      who
      are either existing contacts of the Registrant's management or who come to
      the
      attention of the Registrant through brokers, financial institutions and other
      intermediaries. The Registrant's access to capital is always dependent upon
      general financial market conditions. The Registrant's capital resources are
      not
      anticipated to change materially in 2007.





DSEN
      has
      financed operations through the collections of accounts receivable, servicing
      of
      existing contracts and the sale of common stock and through financing from
      financial institutions. In order to sustain operations in the near term, it
      is
      anticipated that DSEN has sufficient working capital due to the fact that on
      December 12, 2006, we issued $2,169,123 in term notes, receiving net proceeds
      of
      $450,000.





DSEN's
      future capital requirements will depend on numerous factors, including the
      profitability of our research projects and our ability to control costs. We
      believe that our current assets will be sufficient to meet our operating
      expenses and capital expenditures. However, we cannot predict when and if any
      additional capital contributions may be needed and we may need to seek one
      or
      more substantial new investors. New investors could cause substantial dilution
      to existing stockholders.




24





There
      can
      be no assurances that DSEN will be successful in raising additional capital
      via
      debt or equity funding, or that any such transactions, if consummated, will
      be
      on terms favorable to DSEN. In the event that additional capital is not obtained
      from other sources, it may become necessary to alter development plans or
      otherwise abandon certain ventures.





If
      DSEN
      needs to raise additional funds in order to fund expansion, develop new or
      enhanced services or products, respond to competitive pressures or acquire
      complementary products, businesses or technologies, any additional funds raised
      through the issuance of equity or convertible debt securities, the percentage
      ownership of the stockholders of DSEN will be reduced, stockholders may
      experience additional dilution and such securities may have rights, preferences
      or privileges senior to those of DSEN's Common Stock.





DSEN
      has
      a contractual restriction on its ability to incur debt. Pursuant to subscription
      agreement for this funding, DSEN cannot enter into any further equity or
      convertible debt financings, without consent, until the date the notes has
      been
      fully paid.





A
      result
      of this restriction is that any additional funds needed with most likely have
      to
      be provided by the current note holders or would require their consent. The
      Company is also exploring a receivables based secured credit
      facility.





In
      the
      event that we are required to repay the balance of these notes in cash on
      demand, we would be forced to seek additional funding which would probably
      be at
      a large discount. If we were unable to obtain the additional funding, we may
      be
      forced to close down operations (see risk factors for addition discussion).
      Expected Significant Changes in the Number of Contract Workers





DSEN
      does
      not expect any significant change in the number of contract workers over the
      next 12 months of operations. As noted previously, DSEN currently coordinates
      most operations using part time employees, consultants and contract
      labor.





In
      the
      next twelve months, the company's focus is on expanding our client base to
      meet
      or exceed the capacity that our new space provides us, while also seeking a
      strategic acquisition.





Managements
      Discussion and Analysis of Financial Condition and Results of
      Operations





For
      the
      calendar year, ended December 31, 2006, the Company generated $14,780,706 in
      revenues and generated a gross profit of $4,038,702 for the same period. This
      compares to $9,752,935 in revenues and a gross profit of $2,119,295 for the
      calendar year ended December 31, 2005. For the calendar year ended December
      31,
      2006, the Company has increased its working capital position by $2,914,805
      from
      a negative $1,898,111 as of December 31, 2005 to a positive $1,016,694 as of
      December 31, 2006.





Analysis
      of the calendar year ended December 31, 2006 compared to the calendar year
      ended
      December 31, 2005.




25





The
      Company had a net loss of $1,140,427 for the calendar year ended December 31,
      2006 compared to net income of $1,821,798 for the calendar year ended December
      31, 2005, a decrease of $2,962,225. The net loss was attributable to other
      income of $2,875,910. The decrease in other income was mainly attributable
      to
      non recurring, non cash expenses related to the accounting for the company's
      convertible debentures.





Total
      expenses increased to $3,725,327 for the calendar year ended December 31, 2006
      from $2,331,807 for the calendar year ended December 31, 2005, an increase
      of
      $1,393,520. The increase in expenses related mainly to an increase in selling,
      general and administrative expense of $683,230 due in large part to the opening
      of the new facility in Costa Rica as well as incurrence of $694,351 in stock
      based compensation.





Depreciation
      expense for the calendar year ended December 31, 2006 was $206,469 compared
      to
      $190,530 for the calendar year ended December 31, 2005, an increase of
      $15,939.





Interest
      expense for the calendar year ended December 31, 2006 was $360,050 compared
      to
      $313,421 for the calendar year ended December 31, 2005 an increase of $46,629
      which was a result of the increase in high interest accruing debt on the books
      in 2006 as compared to 2005.





Liquidity
      and Capital Resources





Liquidity





For
      the
      calendar year ended December 31, 2006, the Company has increased its working
      capital position by $2,914,805 from a negative $1,898,111 as of December 31,
      2005 to a positive $1,016,694 as at December 31, 2006 as a result of the
      decrease in liabilities related to accrued liabilities, convertible debt,
      derivatives and warrants and an increase in cash, accounts receivable and
      prepaid expense assets.





Management
      believes that its revenues from operations and collections on accounts
      receivable will meet its minimum general and administrative cost requirements
      and provide the basic liquidity DSEN needs to operate at current levels over
      the
      next twelve months. The short term source of liquidity is from operations.
      Any
      long term needs that are above and beyond what is derived from operations would
      come from outside sources. The long term needs and possible sources of funds
      are
      not identified at this time. If required, DSEN could stop growing and hold
      operations at the current level without any need for additional funding.
      However, additional funding will be required to execute its business plan of
      expanding the Costa Rica operations in order to expand the inbound call center
      initiative above what was accomplished in 2006 in terms of utilizing capacity
      at
      its new facility. The balance of the funding required to execute DSEN's planning
      will need to be obtained from other sources such as debt or the sale of
      additional equity.





The
      call
      center initiative is as follows: we currently utilize the majority of our
      interviewing stations for no more than six hours per day. The majority of those
      six hour shifts are during the early afternoon/evening. We are pursuing customer
      service related business activities that would enable us to utilize our stations
      during the daytime hours when the majority of stations currently sit
      idle.




26





On
      December 31, 2006 DSEN had total assets of $8,131,342 compared to $5,406,993
      on
      December 31, 2005, an increase of $2,724,349. The reason for the increase in
      assets is a result of the increase in cash of $317,002, an increase in
      receivables of $151,681, an increase in prepaid expenses of $144,877, an
      increase in construction in progress of $1,980,021, a decrease in investment
      in
      Century Innovations of $108,469, with a corresponding increase in net property
      and equipment of $219,050 and an increase in total other assets of $20,187.
      DSEN
      had a total stockholders' equity of $1,221,907 on December 31, 2006 compared
      to
      $616,414 on December 31, 2005, an increase in equity of $605,493.




All
      assets are booked at historical purchase price and there is no variance between
      book value and the purchase price. On December 31, 2006 DSEN had Property and
      Equipment of $3,135,930 compared to $936,859 on December 31, 2005, or an
      increase of $2,199,071.





The
      fixed
      and ongoing expenses of Datascension are as follows:





Accounts
      Payable and Accrued Liabilities





The
      Company has entered into agreements for long-term notes payable. Long-term
      notes
      payable consists of the following at December 31, 2006:





Note
      payable to a lender, monthly payments of $10,044 inclusive of 15.00% annual
      interest through


June
                  2009
              
              
              224,062Note
                  payable to a lender, monthly payments of $4,849 inclusive of 15.00%
                  annual
                  interest through December 2007
              
              
              73,524Note
                  payable to a vendor, monthly payments of $7,375 inclusive of 10.83%
                  annual
                  interest through December 2007
              
              
              57,845Note
                  payable to a vendor, monthly payments of $1,194 inclusive of 10.83%
                  annual
                  interest through Januar 2007, secured by equipment
              
              
              1,194356,626Less
                  current portion
              
              
              (356,626
              )$
              -


Principal
      maturities are as follows:


Twelve
                  months ended December 31,2007
              
              $
              203,6472008
              
              
              104,5862009
              
              
              48,393$
              356,626


27




Additionally,
      the company has the following short term notes payable as of December 31,
      2006.


Dell
                  Financial Services
              
              $
              1,966Wells
                  Fargo Credit Card
              
              
              42,342Advanta
                  Credit Card
              
              
              6,488Total
              
              $
              50,796





Capital
      Resources





The
      Registrant's capital resources are comprised primarily of private investors,
      including members of management, who are either existing contacts of
      Datascension's management or who come to the attention of the Registrant through
      brokers, financial institutions and other intermediaries. Datascension's access
      to capital is always dependent upon general financial market conditions,
      especially those which pertain to venture capital situations such as oil and
      gas
      exploration companies.





Material
      Commitments for Capital Expenditures.





The
      Company has made no material commitments for future expansion. When potential
      expansion or the need for expansion arises, management reviews the potential
      of
      each property as its leases come up for renewal and makes a decision whether
      or
      not to renew each lease or expand the current facilities, in light of the
      Company's business planning at that time.





The
      Registrant has no agreements with management, investors, shareholders or anyone
      else respecting additional financing at this time. Because of the nature of
      the
      Registrant's business, there are no trends in the nature of its capital
      resources which could be considered predictable.





Inflation





The
      Company's results of operations have not been affected by inflation and
      management does not expect inflation to have a material impact on its operations
      in the future.





Off-Balance
      Sheet Arrangements.





The
      company currently does not have any off-balance sheet arrangements.





Safe
      Harbor





The
      discussions of the results of operations and financial condition of the Company
      should be read in conjunction with the financial statements and notes pertaining
      to them that appear elsewhere in this Form 10-KSB. Statements made in this
      Form
      10-KSB that are not historical or current facts are "forward- looking
      statements" made pursuant to the safe harbor provisions of Section 27A of the
      Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange
      Act of 1934. These statements often can be identified by the use of terms such
      as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate"
      or "continue," or the negative thereof. The Company intends that such
      forward-looking statements be subject to the safe harbors for such statements.
      The Company wishes to caution readers not to place undue reliance on any such
      forward-looking statements, which speak only as of the date made. Any
      forward-looking statements represent management's best judgment as to what
      may
      occur in the future. However, forward-looking statements are subject to risks,
      uncertainties and important factors beyond the control of the Company that
      could
      cause actual results and events to differ materially from historical results
      of
      operations and events and those presently anticipated or projected. These
      factors include adverse economic conditions, risks of foreign operation, entry
      of new and stronger competitors, inadequate capital and unexpected costs. The
      Company disclaims any obligation subsequently to revise any forward-looking
      statements to reflect events or circumstances after the date of such statement
      or to reflect the occurrence of anticipated or unanticipated
      events.





28




ITEM
      7.
      FINANCIAL STATEMENTS.


TABLE
        OF CONTENTS


PAGEINDEPENDENT
                  AUDITORS' REPORT:Independent
                  Auditors Report - 2005 & 2006
              
              F-1FINANCIAL
                  STATEMENTS:Balance
                  Sheets
              
              F-2Statements
                  of Operations
              
              F-3Statement
                  of Changes in Stockholders' Equity
              
              F-4Statements
                  of Cash Flows
              
              F-5NOTES
                  TO FINANCIAL STATEMENTS:
              
              F-6
                  to F-16





29




Larry
      O'Donnell, CPA, P.C.


Telephone
      (303)745-4545


2228
      South Fraser Street


Unit
      1


Aurora,
      Colorado 80014





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors


Datascension,
      Inc.


Brea,
      California





I
      have
      audited the accompanying balance sheets of Datascension, Inc., as of December
      31, 2006 and 2005, and the related statements of loss, changes in stockholders'
      equity, and cash flows for the years then ended. These financial statements
      are
      the responsibility of the Company's management. My responsibility is to express
      an opinion on these financial statements based on my audits.





I
      conducted my audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that I
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. I believe that my audits provide a reasonable
      basis for my opinion.





In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Datascension, Inc. as of December
      31, 2006 and 2005, and the results of its operations and cash flows for the
      years then ended in conformity with accounting principles generally accepted
      in
      the United States of America.





As
      discussed in Note 15 to the financial statements accounts receivable were
      overstated and accounts payable and notes payable were understated resulting
      in
      overstatement in assets and understatement in previously reported liabilities
      as
      of December 31, 2006 which were restated during the current year.





/s/
      Larry
      O'Donnell


Larry
      O'Donnell, CPA, P.C.


March
      25,
      2008





F-1





DATASCENSION,
        INC.
 CONSOLIDATED
        BALANCE SHEET


**Restated**
              
              **Audited****Audited****12/31/2006**
              
              **12/31/2005****ASSETS****Current
                  Assets:**Cash
              
              $
              592,289
              
              $
              275,287Accounts
                  receivable
              
              
              2,405,759
              
              
              2,254,078Prepaid
                  expenses
              
              
              259,626
              
              
              114,749Construction
                  in progress
              
              
              -
              
              
              -Investment
                  in Century Innovations
              
              
              -
              
              
              108,469**Total
                  current assets**
              
              $
              3,257,674
              
              $
              2,752,583**Property
                  and Equipment**,
                  net of accumulateddepreciation
              
              
              3,135,930
              
              
              936,859**Other
                  Assets:**Website
                  assets, net of amortization
              
              
              3,207
              
              
              4,520Deposits
              
              
              41,749
              
              
              20,249Goodwill
              
              
              1,692,782
              
              
              1,692,782**Total
                  other assets**
              
              
              1,737,738
              
              
              1,717,551**Total
                  Assets**
              
              $
              8,131,342
              
              $
              5,406,993**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****12/31/2006**
              
              
              **12/31/2005****Current
                  Liabilities:**Accounts
                  payable
              
              $
              259,655
              
              $
              135,467Accrued
                  expenses
              
              
              454,881
              
              
              1,766,493Notes
                  payable, related party
              
              
              -
              
              
              9,000Short
                  term notes payable
              
              
              356,625
              
              
              200,000Convertible
                  debt
              
              
              -
              
              
              1,153,723Derivative
                  liability
              
              
              -
              
              
              1,003,106Warrant
                  Liability
              
              
              -
              
              
              278,502Current
                  portion of long-term notes payable
              
              
              1,169,819
              
              
              104,402**Total
                  current liabilities**
              
              $
              2,240,980
              
              $
              4,650,694**Long-Term
                  Debt**Long-term
                  notes payable, net of current portion
              
              
              4,688,455
              
              
              139,885**Total
                  long-term debt**
              
              
              4,688,455
              
              
              139,885**Total
                  Liabilities**
              
              
              6,929,435
              
              
              4,790,579**Stockholders'
                  Equity:**Common
                  stock:Common
                  stock, $0.001 par value, 200,000,000 shares authorized; 23,031,547
                  and
                  17,482,221 shares issued, 22,935,714 and 17,386,388 outstanding
                  at
                  December 31, 2006 and December 31, 2005, respectively
              
              
              23,032
              
              
              161,100Additional
                  paid-in capital-common stock
              
              
              13,150,159
              
              
              11,563,045Preferred
                  stock Series B:Preferred
                  stock, $0.001 par value, 10,000,000 shares authorized; 508,500
                  Series B
                  shares issued and outstanding at December 31, 2005 and
                  2006
              
              
              506
              
              
              506Additional
                  paid-in capital-preferred Series B
              
              
              481,994
              
              
              481,994Subscriptions
                  receivable
              
              
              -
              
              
              (296,875
              )Treasury
                  stock, at cost; 95,833 at March 31, 2006
              
              
              (134,388
              )
              
              (134,388
              )Accumulated
                  deficit
              
              
              (12,299,396
              )
              
              (11,158,968
              )**Total
                  stockholders' equity**
              
              
              1,221,908
              
              
              616,414**Total
                  Liabilities and Stockholders' Equity**
              
              $
              8,151,343
              
              $
              5,406,993


See
      accompanying notes.




F-2


DATASCENSION
        INC.
 CONSOLIDATED
        STATEMENT OF OPERATIONS
 **Restated****Audited**
                
                **Audited****For
                    the year ended 12/31/2006**
                
                **For
                    the Year Ended 12/31/2005****Revenue**
                
                $
                14,780,706
                
                $
                9,752,935**Cost
                    of Goods Sold**
                
                
                10,742,634
                
                
                7,633,641**Gross
                    Profit**
                
                
                4,038,072
                
                
                2,119,295**Expenses:**Selling,
                    general and administrative
                
                $
                2,824,507
                
                $
                2,141,277Stock
                    based compensation
                
                
                694,351
                
                
                -Depreciation
                    and amortization
                
                
                206,469
                
                
                190,530**Total
                    expenses**
                
                
                3,725,327
                
                
                2,331,807**Operating
                    Income**
                
                
                312,745
                
                
                (212,512
                )**Other
                    Income (Expense):**Interest
                    income
                
                
                -
                
                
                610Other
                    expenses
                
                
                (143,517
                )
                
                -Forgiveness
                    of debt
                
                
                (0
                )
                
                2,962Other
                    income
                
                
                -
                
                
                6,446Interest
                    expense
                
                
                (360,050
                )
                
                (313,421
                )Other
                    Income (Expense) related to convertible
                
                
                (776,473
                )
                
                2,978,779Interest
                    income (expense) related to convertible
                
                
                (173,132
                )
                
                (641,065
                )**Total
                    other income**
                
                
                (1,453,173
                )
                
                2,034,311**Net
                    Income (loss)**
                
                $
                (1,140,427
                )
                $
                1,821,798**Basic
                    weighted average number****of
                    common shares outstanding**
                
                
                17,573,100
                
                
                18,145,903**Diluted
                    weighted average number****of
                    common shares outstanding**
                
                
                49,581,030
                
                
                40,965,903**Basic
                    Net Income Per Share**
                
                $
                (0.06
                )
                $
                0.10**Diluted
                    Net Income Per Share**
                
                $
                (0.02
                )
                $
                0.04
  See
          accompanying notes.
  F-3


DATASCENSION
        INC.
 CONSOLIDATED
        STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 AS
        OF
        DECEMBER 31, 2006


Common
                    Stock
                    Shares
              
              ommon
                    Stock
                    Amount
              
              CAdditional
                    Paid-in
                    Capital
              
              Preferred
                    Stock
                      Shares
                    Series
                      B
              
              Preferred
                    Stock
                    Series
                      B
              
              Preferred
                      - B
                    Add.
                      Paid
                    In
                      Capital
              
              Treasury
                  Stock
              
              Subscribed
                  Stock
              
              
              Non-Controlling
                    Interest
                    In
                      Subsidiary
              
              Income
                  Deficit
              
              Total
                  EquityBalance
                  at December 31, 2004
              
              
              16,257,290
              
              $
              159,875
              
              $
              11,029,295
              
              
              505,900
              
              $
              506
              
              $
              481,994
              
              $
              (134,388
              )
              $
              (119,063
              )
              
              $
              0
              
              $
              (11,976,936
              )
              $
              (558,717
              )Stock
                  issued for services
              
              
              950,000
              
              $
              950
              
              
              474,050
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (475,000
              )Settlement
                  and Distribution of Nutek Oil
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,003,831
              )
              
              (1,003,831
              )Settlement
                  of subscribed stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              114,063
              
              
              
              
              
              
              
              
              
              114,063Net
                  Profit for Quarter Ended March 31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              -
              
              
              1,402,311
              
              
              1,402,311Settlement
                  of subscribed stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (5,000
              )
              
              
              
              
              
              
              
              
              (5,000
              )Net
                  Profit for Quarter Ended June 30, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              -
              
              
              707,950
              
              
              707,950Settlement
                  of subscribed stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              10,000
              
              
              
              
              
              
              
              
              
              10,000Net
                  Profit for Quarter Ended September 30, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              -
              
              
              (377,925
              )
              
              (377,925
              )Settlement
                  of subscribed stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              178,125
              
              
              
              
              
              
              
              
              
              178,125Stock
                  issued for services
              
              
              300,000
              
              $
              300
              
              $
              59,700
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              60,000Rounding
                  error
              
              
              (25,069
              )
              $
              (25
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (25
              )Net
                  Profit for Quarter Ended December 31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              -
              
              
              89,462
              
              
              89,462Balance
                  at December 31, 2005
              
              
              17,482,221
              
              $
              161,100
              
              $
              11,563,045
              
              
              505,900
              
              $
              506
              
              $
              481,994
              
              $
              (134,388
              )
              $
              (296,875
              )
              
              $
              0
              
              $
              (11,158,968
              )
              $
              616,413Stock
                  cancelled
              
              
              (400,000
              )
              $
              (400
              )
              $
              (199,600
              )
              
              
              
              
              
              
              
              
              
              
              
              
              $
              200,000
              
              
              
              
              
              
              
              
              
              -Net
                  Profit for Quarter Ended March 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              
              276,474
              
              
              276,474Stock
                  Issued for Services - Kincer
              
              
              500,000
              
              $
              500
              
              
              149,500
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              150,000Stock
                  Issued for Services - Harmon
              
              
              150,000
              
              $
              150
              
              
              44,850
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              45,000Stock
                  Issued for Services - Jim Stock
              
              
              100,000
              
              $
              100
              
              
              29,900
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              30,000Stock
                  Issued for Services - Sandelman
              
              
              30,000
              
              $
              30
              
              
              8,970
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              9,000Stock
                  Issued for Services - Lieberman
              
              
              30,000
              
              $
              30
              
              
              8,970
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              9,000Stock
                  Issued for Services - Sanders
              
              
              25,000
              
              $
              25
              
              
              7,475
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,500Warrants
                  Issued to employees
              
              
              
              
              
              
              
              
              398,587
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              398,587Stock
                  Issued for Cash
              
              
              60,000
              
              $
              60
              
              $
              29,940
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              30,000Stock
                  Issued for interest expense
              
              
              10,000
              
              $
              10
              
              
              2,990
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,000Services
                  rendered for stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              96,875
              
              
              
              
              
              
              
              
              
              96,875Net
                  Profit for Quarter Ended June 30, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              -
              
              
              (1,593,523
              )
              
              (1,593,523
              )Net
                  Profit for Quarter Ended September 30, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              -
              
              
              2,178,777
              
              
              2,178,777Warrants
                  for December 2006 debt
              
              
              
              
              
              
              
              
              198,130
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              198,130Stock
                  as interest
              
              
              80,000
              
              $
              80
              
              
              29,520
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              29,600Issued
                  to Longview
              
              
              4,964,326
              
              $
              4,964
              
              $
              734,265
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              739,229Net
                  Profit for Quarter Ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              -
              
              
              (1,094,055
              )
              
              (1,094,055
              )Balance
                  at December 31, 2006
              
              
              23,031,547
              
              $
              166,649
              
              $
              13,006,542
              
              
              -
              
              $
              506
              
              $
              481,994
              
              $
              (134,388
              )
              $
              -
              
              
              $
              0
              
              $
              (11,391,295
              )
              $
              2,130,008
 See
          accompanying notes.


F-4




DATASCENSION,
      INC.


CONSOLIDATED
      STATEMENT OF CASH FLOWS


FOR
      THE
      TWELVE MONTHS ENDED DECEMBER 31, 2006 AND 2005


**Restated****Audited**
            
            **Audited****For
                the year ended**
            
            **For
                the year ended****Cash
                Flows From Operating Activities:**
            
            **12/31/2006**
            
            **12/31/2005**Net
                income
            
            $
            (1,140,427
            )
            $
            1,821,798Adjustments
                to reconcile net income to netcash
                provided by operating activities:Issued
                (canceled) for services and debt
            
            
            1,517,791
            
            
            60,000Write
                off of century innovations
            
            
            108,469
            
            
            -Noncash
                expenses associated with convertible debt
            
            
            (308,413
            )
            
            -Change
                in warrant liability
            
            
            (339,327
            )
            
            (1,507,375
            )Change
                in derivative liability
            
            
            (633,868
            )
            
            (1,405,072
            )Depreciation
                and amortization
            
            
            206,469
            
            
            190,530(Decrease)
                in asset held for sale
            
            
            -
            
            
            1,015,014Distribution
                of asset held for sale
            
            
            -
            
            
            (1,003,831
            )Increase
                in construction of progress
            
            
            -
            
            
            -Forgiveness
                of debt
            
            
            (592,186
            )
            
            -(Increase)
                Decrease in accounts receivable
            
            
            (151,681
            )
            
            (720,108
            )Change
                in prepaid expenses
            
            
            (144,877
            )
            
            110,596Increase
                in deposits
            
            
            (21,500
            )
            
            5,150Decrease
                in accounts payable
            
            
            89,188
            
            
            (66
            )Decrease
                in accrued expenses
            
            
            (719,427
            )
            
            375,613**Net
                cash used by operating activities**
            
            $
            (2,129,789
            )
            $
            (1,057,750
            )**Cash
                Flows From Investing Activities:**Purchase
                of property and equipment
            
            
            (2,404,229
            )
            
            (485,119
            )**Net
                cash used by investing activities**
            
            
            (2,404,229
            )
            
            (485,119
            )**Cash
                Flows From Financing Activities:**Increase
                (decrease) in notes payable
            
            
            2,511,395
            
            
            102,800Increase
                (Decrease) in related party payable
            
            
            (9,000
            )
            
            (51,038
            )Increase
                (Decrease) in convertible debt / notes payables
            
            
            2,120,495
            
            
            912,612Increase
                (Decrease) in stock subscriptions
            
            
            -
            
            
            297,188Issuance
                of warrants related to debt
            
            
            198,130
            
            
            -Issuance
                of common stock
            
            
            30,000
            
            
            -**Net
                cash provided by financing activities**
            
            
            4,851,020
            
            
            1,261,563**Net
                Increase in Cash**
            
            
            317,002
            
            
            (281,307
            )**Balance,
                Beginning**
            
            
            275,286
            
            
            556,593**Balance,
                Ending**
            
            $
            592,289
            
            $
            275,286(0
            )
            
            (1
            )(0
            )
            
            (0
            )**Interest
                Paid**
            
            $
            60,558
            
            $
            68,765**Taxes
                Paid**
            
            $
            -
            
            $
            -




See
      accompanying notes.




F-5





DATASCENSION,
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





Note
      1 -
      HISTORY AND ORGANIZATION OF THE COMPANY





Datascension,
      Inc. (formerly known as Nutek, Inc.) was incorporated in August 1991 under
      the
      laws of the State of Nevada as Nutek, Inc. (the "Company") and is engaged in
      the
      market research industry.





Datascension
      International, Inc. and related assets were purchased on September 27, 2001
      for
      $2,200,000 using company shares at fair market value. Datascension
      International, Inc. is a data solutions company representing a unique expertise
      in the collecting, storage, processing, and interpretation of data. During
      2002,
      Datascension International, Inc. expanded operations into Costa
      Rica.





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis
      of
      Accounting





The
      Company's policy is to prepare the financial statements on the accrual basis
      of
      accounting. The fiscal year end is December 31.





In
      the
      opinion of management, all adjustments necessary in order to make the financial
      position, results of operations and changes in financial position at December
      31, 2006, and for all periods presented not misleading have been made.





Cash
      and
      Cash Equivalents





Cash
      and
      cash equivalents consist of highly liquid investments with maturities of three
      months or less when purchased.





Investments
      and Marketable Securities





The
      Company has adopted FASB No. 115. Equity securities are classified as available
      for sale and reported at fair value.





Investments
      are recorded at the lower of cost or market. Any reductions in market value
      below cost are shown as unrealized losses in the consolidated statement of
      operations.





Consolidation
      Policy





The
      accompanying consolidated financial statements include the accounts of
      Datascension, Inc. and Datascension International, Inc. All significant inter-
      company balances and transactions have been eliminated.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires that management make estimates and assumptions
      which affect the reported amounts of assets and liabilities as of the date
      of
      the financial statements and revenues and expenses for the period reported.
      Actual results may differ from these estimates.




F-6





Comprehensive
      Income





Statements
      of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS
      130), requires that total comprehensive income be reported in the financial
      statements. The Company does not have any items considered to be other
      comprehensive income for the year ended December 31, 2006.





Fixed
      Assets





Fixed
      assets are stated at cost. Expenditures that materially increase the life of
      the
      assets are capitalized. Ordinary maintenance and repairs are charged to expense
      as incurred. When assets are sold or otherwise disposed of, the cost and the
      related accumulated depreciation and amortization are removed from the accounts
      and any resulting gain or loss is recognized at that time.





Depreciation
      is computed primarily on the straight-line method for financial statement
      purposes over the following estimated useful lives:


Computer
                  equipment
              
              5
                  yearsFurniture
                  and fixtures
              
              7
                  yearsOffice
                  equipment
              
              5
                  years


All
      assets are booked at historical purchase price and there is no variance between
      book value and the purchase price.





Revenue
      Recognition





We
      recognize revenues when survey data is completed in accordance with the terms
      of
      our agreements. Research products are delivered within a short period, generally
      ranging from a few days to approximately eight weeks. We do not believe that
      there are realistic alternatives to our revenue recognition policy given the
      short period of service delivery and the requirement to deliver


completed
      surveys to our customers. We do not believe there is significant risk of
      recognizing revenue prematurely since our contracts are standardized, the
      earnings process is short and no single project accounts for a significant
      portion of our revenue.





Intangible
      Assets





The
      Company has adopted SFAS No. 142, "Goodwill and Other Intangible Assets", which
      requires that goodwill and other indefinite lived intangible assets are no
      longer amortized, but reviewed annually, or sooner if deemed necessary, for
      impairment. Intangible assets with finite lives are amortized over the useful
      life. Under guidance from SFAS No. 142, management has determined that the
      assets in the subsidiaries determined to be discontinued operations should
      be
      impaired. The respective assets have been written down. See Note 13 Discontinued
      Operations.





Net
      Income Per Share





Basic
      net
      income per share is computed using the weighted average number of shares of
      common stock outstanding for the period end. The net income (loss) for the
      period end is divided by the weighted average number of shares outstanding
      for
      that period to arrive a net income per share.




F-7





Diluted
      net income per share reflects the potential dilution that could occur if the
      securities or other contracts to issue common stock were exercised or converted
      into common stock.





Compensated
      Absences





The
      Company has made no accrual for vacation or sick pay because the


Company
      does not provide for these benefits.





Advertising





Advertising
      costs are expensed when incurred. Advertising for the year ended December 31,
      2006 amounted to $707.





Research
      and Development





The
      Company expenses its research and development in the periods
      incurred.





Concentrations
      of Credit Risk





Credit
      risk represents the accounting loss that would be recognized at the reporting
      date if counter parties failed completely to perform as contracted.
      Concentrations of credit risk (whether on or off balance sheet) that arise
      from
      financial instruments exist for groups of customers or counter parties when
      they
      have similar economic characteristics that would cause their ability to meet
      contractual obligations to be similarly affected by changes in economic or
      other
      conditions described below.





The
      Company operates in one segment, the market research industry. 100% of the
      Company's customers are located within the United States of
      America.





During
      the year ended December 31, 2006, the Company had three major clients, ipsos
      Reid (26%), Sandelman & Associates (11.7%), and The National Research Group
      (7.1%). Management believes the loss of one of these key clients would
      materially affect the operations of the company in the short term. Sandelman
      & Associates is a related party.





Recently
      Issued Accounting Pronouncements





FASB
      Interpretation 46R "Consolidation of Variable Interest Entities", as revised
      (FIN 46R), requires that variable interest entities created before December
      31,
      2003 be consolidated during the first interim period beginning after December
      15, 2003. Management does not believe this pronouncement will have a material
      effect on the financial statements of the company.




F-8





In
      June
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of
      FASB
      Statement No. 109" (FIN 48), which clarifies the accounting for uncertainty
      in
      tax positions. This Interpretation requires that we recognize in our financial
      statements the benefit of a tax position if that position is more likely than
      not of being sustained on audit, based on the technical merits of the position.
      The provisions of FIN 48 become effective as of the beginning of our 2008 fiscal
      year, with the cumulative effect of the change in accounting principle recorded
      as an adjustment to opening retained earnings. We are currently evaluating
      the
      impact that FIN 48 will have on our financial statements.





In
      September 2006, the FASB issued Statement No. 157, "Fair Value Measurements"
      (FAS 157), which defines fair value, establishes a framework for measuring
      fair
      value, and expands disclosures about fair value measurements. The provisions
      of
      FAS 157 become effective as of the beginning of our 2009 fiscal year. We do
      not
      expect the adoption of SFAS No. 157 to have a material impact on its
      consolidated financial position, results of operations or cash
      flows.





In
      September 2006, the FASB issued Statement No. 158, "Employer's Accounting for
      Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
      Statements No. 87, 88, 106, and 132(R)" (FAS 158). FAS 158 requires that
      employers recognize the funded status of their defined benefit pension and
      other
      postretirement plans on the balance sheet and recognize as a component of other
      comprehensive income, net of tax, the plan-related gains or losses and prior
      service costs or credits that arise during the period but are not recognized
      as
      components of net periodic benefit cost. We do not feel the implementation
      of
      this will effect our financial statements.





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements" (SAB 108),
      which
      addresses how to quantify the effect of financial statement errors. The
      provisions of SAB 108 become effective as of the end of


our
      2007
      fiscal year. We do not expect the adoption of SAB 108 to have a significant
      impact on our financial statements.





In
      February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of FASB
      Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
      many financial instruments and certain other items at fair value that are not
      currently required to be measured at fair value and establishes presentation
      and
      disclosure requirements designed to facilitate comparisons between companies
      that choose different measurement attributes for similar types of assets and
      liabilities. The provisions of FAS 159 become effective as of the beginning
      of
      our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
      have on our financial statements.





Accounts
      Receivable





Accounts
      receivable are stated at the amount management expects to collect from
      outstanding balances. Management provides for probable uncollectible amounts
      through a charge to earnings and a credit to a valuation allowance based on
      its
      assessment of the current status of individual accounts. Balances outstanding
      after management has used reasonable collection efforts are written off through
      a charge to the valuation allowance and a credit to trade accounts receivable.
      Changes in the valuation allowance have not been material to the financial
      statements.




F-9





Stock
      Based Compensation





The
      Company applies SFAS 123R in accounting for stock options issued to


employees.
      For stock options and warrants issued to non-employees, the Company applies
      SFAS
      No. 123, Accounting for Stock-Based Compensation, which requires the recognition
      of compensation cost based upon the fair value of stock options at the grant
      date using the Black-Scholes option pricing model.





3,250,000
      options were issued to officers with a $0.30 exercise price, a 5 year term
      and
      given a 44% volatility, Black Scholes calculated this as a $398,587 expense
      during the year per FASB 123R.





NOTE
      3 -
      PROPERTY AND EQUIPMENT





Property
      and equipment are made up of the following as of December 31, 2006:


Equipment
                  and machinery
              
              $
              684,500Office
                  equipment
              
              
              1,072,871Leasehold
                  improvements
              
              
              9,959Accumulated
                  depreciation
              
              
              (815,565
              )$
              951,765Licenses
              
              $
              230,000Websites
              
              
              3,207Accumulated
                  amortization
              
              
              (25,898
              )$
              207,309





The
      company purchased a license agreement with a vendor for $230,000 during the
      year
      ended December 31, 2006. The life of the agreement has been valued at 7 years
      for accounting purposes. Additionally, the company purchased $212,000 worth
      of
      predictive dialers during the year.





NOTE
      4 -
      NOTES PAYABLE





Since
      November 2004, the company had entered into at least four different convertible
      debt agreements, the most recent being December 12, 2006. In past funding
      arrangements, the specific terms of the funding arrangements contained certain
      covenants and liquidated damages which were deemed to make the notes be debt
      be
      considered non-conventional. Such treatment required a valuation of all
      derivative items of the notes, which created a liability on the balance sheets,
      coupled with a liability for the value of any warrants that were outstanding
      at
      the balance sheet date. The December 2006 note settled all prior interest,
      liquidated damages and other perceived "negative" items that were tainting
      the
      debt. The latter note also served to amend and limit the liabilities, so as
      to
      satisfy the EITF 00-27 requirements and end the requirement of the company
      to
      have the derivative accounting treatment. Below is a summary of the major terms
      of the notes outstanding as of December 31, 2006.




F-10





Upon
      the
      entering into of the December 2006 transaction, the company removed all of
      the
      prior derivative liability portions of the convertible debt, as all clauses
      had
      been removed from the debts and agreements. This resulted in an expense to
      remove the debt discounts that were previously being accreted, as well as the
      financing costs being accreted over the remaining term. Concurrently, there
      was
      an income item reports for a corresponding write off of the liabilities
      associated with derivatives and the warrant liabilities on the books.





NOTES
      PAYABLE - $1,875,000, NOVEMBER 2004





In
      November 2004, the Company issued $1,875,000 in principal amount of Notes to
      third parties. As part of the financing transaction, the Company issued warrants
      to purchase 3,125,000 shares of common stock at a per share purchase price
      of
      $0.30 per share.





The
      Notes
      accrue interest at a rate of prime + 3% per annum. The Notes are due and payable
      in November 2007. The convertible note and warrant documents were filed in
      an
      8-K by the Company on November 23, 2004. The Note was entered into pursuant
      to
      the terms of a subscription agreement between the Company and the Holder, which
      was also included in the 8-K filed on November 23, 2004. The $1,875,000 in
      proceeds from the financing transaction were originally allocated to the debt
      features and to the warrants based upon their fair values. After the latter
      allocations, there was $170,061 of remaining value to be allocated to the Note
      on the financial statements. The debt discount was being accreted using the
      effective interest method over the term of the note. As of December 31, 2006,
      the remaining unpaid balance of the Notes is $157,500 and there is $10,961
      of
      accrued interest.





NOTES
      PAYABLE - $125,000, MARCH 2005





In
      March
      2005, the Company issued $125,000 in principal amount of Notes to third parties.
      As part of the financing transaction, the Company issued warrants to purchase
      300,000 shares of common stock at a per share purchase price of $0.50 per share.
      The Warrants shall be exercisable until five (5) years after the Issue Date
      of
      the Warrants.





The
      $125,000 in proceeds from the financing transaction were allocated to the
      conversion option, call option and to the warrants based upon their fair values.
      After the latter allocations, the company had allocated $58,667 to the carrying
      value of the debt. That debt discount is being accreted using the effective
      interest method over the term of the note.





As
      of
      December 31, 2006, this entire note is unpaid and there is $986 of accrued
      interest.





NOTES
      PAYABLE - $1,702,859, JUNE 2006





In
      June
      2006, the Company issued $1,702,859 in principal amount of Notes to third
      parties. As part of the financing transaction, the Company issued warrants
      to
      purchase 4,865,311 shares of common stock at a per share purchase price of
      $0.40
      per share.




F-11





The
      Notes
      accrue interest at a rate of prime + 3% per annum. The Notes are due and payable
      in June 2008. After a thorough review of the terms of the note and respective
      covenants, the company has determined the more conservative method of including
      the entire debt as a current liability on the balance sheet. The convertible
      note and warrant documents were filed in an 8-K by the Company on June 16,
      2006.
      The Note was entered into pursuant to the terms of a subscription agreement
      between the Company and the Holder, which was also included in the 8-K filed
      on
      June 16, 2006. The $1,702,859 in proceeds from the financing transaction were
      allocated to the debt features and to the warrants based upon their fair values.





As
      of
      December 31, 2006, the remaining unpaid balance of this Note is $571,429 and
      there is $6,528 of accrued interest.





NOTES
      PAYABLE - $2,065,458, DECEMBER 2006





In
      December 2006, the Company issued $2,065,458 in principal amount of Notes to
      third parties. As part of the financing transaction, the Company issued warrants
      to purchase 1,280,000 warrants were issued to the note holders of the December
      2006 notes with a 5 year term and a $0.45 exercise price.





The
      Notes
      accrue interest at a rate of prime + 3% per annum. The Notes are due and payable
      in December 2008. The note and warrant documents were filed in an 8-K by the
      Company on December 18, 2006. This note is not convertible into common stock
      of
      the company. Upon issuance, the company allocated $1,867,328 to the debt and
      $198,130 to the warrants based on the relative fair values of each. The value
      of
      the warrants was determined using a 56% volatility, five year terms, and a
      $0.45
      exercise price. The debt discount of $198,130 will be amortized over the two
      year term of the notes.





As
      of
      December 31, 2006, the remaining unpaid balance of this Note was $103,665 and
      there is $15,052 of accrued interest.




NOTE
      5 -
      NOTES PAYABLE





The
      Company has entered into agreements for long-term notes payable. Long-term
      notes
      payable consists of the following at December 31, 2006:


Note
                  payable to a lender, monthly payments of $10,044 inclusive of 15.00%
                  annual interest through June 2009,
              
              
              224,062Note
                  payable to a lender, monthly payments of $4,849 inclusive of 15.00%
                  annual
                  interest through December 2007
              
              
              73,524Note
                  payable to a vendor, monthly payments of $7,375 inclusive of 10.83%
                  annual
                  interest through December 2007
              
              
              57,845Note
                  payable to a vendor, monthly payments of $1,194 inclusive of 10.83%
                  annual
                  interest through January 2007
              
              
              1,194Less
                  current portion
              
              
              356,626(356,626
              )$
              -





Principal
      maturities are as follows:


Twelve
                  months ended December 31,2007
              
              $
              203,6472008
              
              
              104,5862009
              
              
              48,393$
              356,626





Additionally,
      the company has the following short term notes payable as of December
      31, 2006.


Dell
                  Financial Services
              
              $
              1,966Wells
                  Fargo Credit Card
              
              
              42,342Advanta
                  Credit Card
              
              
              6,488Total
              
              $
              50,796





NOTE
      6 -
      INCOME TAXES





Deferred
      income taxes result from timing differences in the recognition of expense for
      tax and financial statement purposes. Statements of Financial Accounting
      Standards No. 109 "Accounting for Income Taxes", (SFAS 109) requires deferred
      tax liabilities or assets at the end of each period to be determined using
      the
      tax rate expected to be in effect when taxes are actually paid or recovered.
      The
      sources of those timing differences and the current tax effect of each were
      as
      follows:


Year
                  Ended
              
              December
                  31, 2006Depreciation
                  and amortization
              
              $
              7,768Net
                  operating loss carry forward
              
              
              6,365Valuation
                  allowance
              
              
              (14,133
              )$
              -





The
      components of the net deferred tax asset at December 31, 2006 under SFAS 109
      are
      as follows:


Depreciation
                  and amortization
              
              $
              1,000,531Net
                  operating loss carryforward
              
              
              (1,288,138
              )Valuation
                  allowance
              
              
              287,607$
              -




F-12




Reconciliations
      between the actual tax expense and the amount computed by applying the U.S.
      Federal Income Tax rate to income before taxes are as follows:


Year
                  Ended
              
              Percent
                  ofDecember
                  31, 2005
              
              Pretax
                  IncomeExpected
              
              $
              14,133
              
              
              34
              %Valuation
                  allowance
              
              
              (14,133
              )
              
              (34
              %)Actual
                  expense
              
              $
              -
              
              
              0
              %





NOTE
      7 -
      ACCOUNTS PAYABLE AND ACCRUED EXPENSES





The
      Company has $224,655 in accounts payable and approximately $454,881 in accrued
      payroll costs for the operations of the California, Costa Rica, and Dominican
      Republic location as of December 31, 2006.





NOTE
      8 -
      STOCKHOLDERS' EQUITY





The
      company issued shares of common stock for services during the 12 months ended
      December 31, 2006.





400,000
      shares of common stock were canceled during the year ended December 31,
      2006.





500,000
      common shares were issued to Scott Kincer, the CEO; 150,000 shares were issued
      to Joey Harmon, the COO; 30,000 shares were issued to Robert Sandelman, a
      director; and 30,000 shares were issued to David Lieberman, a director. All
      stock was valued at $0.30 per share.





100,000
      shares were issued to a consultant and 25,000 shares were issued to an employee
      as compensation, valued at $30,000 and $7,500 (respectively) or $0.30 per
      share.





60,000
      shares of common stock were sold for $0.50 per share to an investor and 10,000
      shares of common stock were issued to a debtor as interest expense, valued
      at
      $3,000 or $0.30 per share.





3,250,000
      options were issued to officers with a $0.30 exercise price, a 5 year term
      and
      given a 44% volatility, Black Scholes calculated this as a $398,587 expense
      during the year per FASB 123R.





4,964,326
      shares of common stock were issued in conjunction with the December 2006 funding
      agreement and to settle all accrued interest and liquidated damages on the
      prior
      convertible notes. The value of these shares are $739,229.




F-13





80,000
      shares of common stock were issued in conjunction with a short term note payable
      and expensed at the fair market value of $29,600.





1,280,000
      warrants were issued to the note holders of the December 2006 notes with a
      5
      year term and a $0.45 exercise price. The relative fair value of the warrants
      on
      the date of issue was $198,130.





There
      were no other issuances of stock or options other than those mentioned above
      and
      in Note 4.




NOTE
      9 -
      CONTINGENCIES AND COMMITMENTS





Leases





The
      Company is committed under several non-cancelable lease agreements for office
      space with various termination dates through 2008.





At
      December 31, 2006, aggregate future minimum payments under these leases, are
      as
      follows:


Twelve
                  months ended December 31,2007
              
              $
              105,7732008
              
              
              105,7732009
              
              
              -Thereafter
              
              
              -Total
                  minimum lease payments
              
              $
              344,805




NOTE
      10 -
      RELATED PARTY TRANSACTIONS





One
      of
      the company's directors, Robert Sandelman, is a principal shareholder in
      Sandelman & Associates which accounted for approximately 11.7% of sales
      during the year ended 2006. The fees paid by Sandelman & Associates are at
      arm's length and comparable to those paid by the other clients of the
      company.





There
      are
      no other related party transactions, other than that stated above and in note
      4
      and 5.





NOTE
      11 -
      WARRANTS AND OPTIONS





The
      Company has adopted FASB No. 123R and will account for stock issued for services
      and stock options under the fair value method.





As
      discussed in Note 5, 3,250,000 options were issued to officers with a $0.30
      exercise price, a 5 year term and given a 44% volatility, Black Scholes
      calculated this as a $398,587 expense during the year per FASB
      123R.





1,280,000
      warrants were issued to the note holders of the December 2006 notes with a
      5
      year term and a $0.45 exercise price.





There
      were no other options granted or exercised by the directors and executive
      officers outstanding as of December 31, 2006.




F-14





The
      following is a schedule of the activity relating to the Company's stock options
      and warrants.


Year
                  Ended December 31, 2006
              
              Year
                  Ended December 31, 2005Weighted
                  Avg.Shares
                (x
                  1,000)
              
              ExercisePrice
              
              Weighted
                  Avg.Shares
                (x
                  1,000)
              
              ExercisePriceOptions
                  and warrants outstanding at beginning of year
              
              
              4,910
              
              $
              0.32
              
              
              4,610
              
              $
              0.30Granted:Options
              
              
              3,250
              
              $
              0.30
              
              
              -
              
              $
              -Warrants
              
              
              1,280
              
              $
              0.45
              
              
              300
              
              $
              0.50Exercised
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -Expired:Warrants
              
              
              (-
              )
              $
              -
              
              
              -
              
              $
              -Options
                  and warrants outstanding and exercisable at end of period
              
              
              9,440
              
              $
              0.33
              
              
              4,910
              
              $
              0.32Weighted
                  average fair value of options and warrants granted during the
                  year
              
              
              
              
              $
              -
              
              
              
              
              $
              -


The
      following table summarizes information about the Company's stock options and
      warrants outstanding at December 31, 2005, all of which are
      exercisable.


Weighted
                  Average Range of Number Exercise Prices
              
              Remaining
                  Outstanding
              
              Weighted
                  Average Contractual
              
              Life
                  Exercise Price$
                  0.30 - 0.50
              
              
              9,440,000
              
              
              4
                  years
              
              $
              0.33





NOTE
      12 -
      WRITE OFF OF INVESTMENT IN CENTURY INNOVATIONS





During
      the year ended December 31, 2006, the company wrote off the $108,469 of
      investment in Century Innovations as management determined this investment
      was
      unrealizable. Should any value come from this transaction, the company will
      recognize a gain at that time.





NOTE
      13 -
      FOREIGN OPERATIONS





The
      company currently operates out of the United States, Costa Rica and the
      Dominican Republic. The future plans of the company involve the slowing growth
      at the Dominican Republic facility while focusing on the potential and available
      growth in Costa Rica. Management does not feel there is a currency risk or
      need
      to assess a foreign currency translation adjustment or other comprehensive
      income item as income and expense items are negotiated in the US dollar. The
      Company maintains their accountings records in U.S. dollars and all payments
      are
      made in US dollars. All debts and assets on the books of the company are valued
      based on US dollars and are not translated from a foreign currency amount.
      The
      Company currently coordinates all foreign operations, and supervision activities
      using part time employees, consultants and contract labor.
      Approximately 95% of the company's workforce is outside of the United States.
      Currently 100% of the company's clients are US based companies. Any resulting
      foreign exchange fluctuations do not affect the payment of employees, contract
      labor or off shore operations.




F-15





NOTE
      14 -
      SUBSEQUENT EVENTS





A.
      INTERNATIONAL DATA COLLECTION, INC. V. DATASCENSION, ET AL.
      SETTLEMENT





San
      Diego
      Superior Court, Case No. GIC 865902





This
      case
      was settled in the first quarter of 2007 by execution of mutual releases and
      no
      remuneration paid by either side.





DATASCENSION
      V. MEDIRECT LATINO, INC.





Case
      No.
      32 103 00458 06





The
      case
      was settled on February 12, 2007 pursuant to the following terms: Mutual
      releases and payment by MEDirect Latino to Datascension as follows:





February
      13, 2007 - $50,000


Each
      of
      March 13, 2007, April 13, 2007 and May 13, 2007: $18,666.67.





NOTE
      15 -
      RESTATEMENT OF FINANCIALS





2006





The
      net
      loss for 2006 was originally $232,326, while the 2006 restated loss is reported
      as $1,140,427, an increase of $908,100. This is due to a decrease in interest
      income related to the convertible debt of $832,594, as well as an increase
      in
      other expenses of $35,000, and an increase in selling, general and
      administrative expenses of $40,507.





On
      the
      2006 balance sheet, the restatement resulted in the increase in accounts payable
      $35,000, the increase in long term notes payable of $832,594, and a decrease
      in
      accounts receivable of $40,507.





The
      basic
      loss per share increased from the previously reported $0.01 per share to $0.06
      per share for the year ended December 31, 2006, while the diluted loss per
      share
      increased from the previously reported $0.01 per share to $0.02 per
      share.





ITEM
      8.
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





None




F-16





ITEM
      8A.
      CONTROLS AND PROCEDURES.





Our
      Chief
      Executive Officer (CEO) and Chief Financial Officer (CFO) (both of whom are
      Scott Kincer) evaluated the effectiveness of our disclosure controls and
      procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
      Exchange Act of 1934, as amended) as of the end of the period covered by this
      report. Based upon his evaluation, the CEO/CFO concluded that the disclosure
      controls and procedures are effective in ensuring all required information relating
      to the Company is included in this annual report.





We
      also
      maintain a system of internal control over financial reporting (as defined
      in
      Rules 13a-15(f) and 15d-15(f)) designed to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of
      financial statements for external purposes in accordance with accounting
      principles generally accepted in the United States of America, under the
      evaluation required by paragraph (d) of Rule 13a-15. During our most
      recent


fiscal
      quarter, there have been no changes in our internal control over financial
      reporting that occurred that have materially affected or are reasonably likely
      to materially affect our internal control over financial reporting.





ITEM
      8B.
      OTHER INFORMATION.





None.





PART
      III





ITEM
      9.
      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16(A) OF THE EXCHANGE ACT.





Directors
      and Executive Officers





The
      following table sets forth information regarding our executive officers, certain
      other officers and directors as of December 31, 2006:


Name
              
              Age
              
              Position/Office
              
              Served
                  SinceDavid
                  Scott Kincer
              
              40
              
              Chairman/President/CEO
              
              September
                2001Joseph
                  Harmon
              
              30
              
              Secretary/VP/Director
              
              September
                  2001David
                  Lieberman
              
              62
              
              Director
              
              May
                  2006Robert
                  Sandelman
              
              62
              
              Director
              
              May
                  2005


The
      following is a brief description of the business background of the directors
      and
      executive officers of the Company:





David
      Scott Kincer - President/CEO/CFO and Chairman of the Board





Mr.
      Kincer joined Datascension as COO and Director in September 2001. Mr. Kincer
      has
      over twenty years experience in collecting, storing an analyzing consumer data.
      He also has fifteen years of experience managing data collection centers,
      including seven years of experience in Costa Rica. He co-founded Datascension
      International in 1999 and became COO of Datascension with the successful
      acquisition of Datascension International in 2001. Mr. Kincer is also the
      President and Chairman of Datascension International and oversees the operations
      of Datascension International from its main facility in Brea,
      California.




30





Joseph
      Harmon - Secretary/VP/Director





After
      attending California State University, Mr. Harmon started his career in 1992
      at
      The Verity Group, a full service market research company in Fullerton, CA.
      At
      the Verity Group, Mr. Harmon worked his way up to Director of Operations and
      managed a 300-employee operation. He helped grow the company to a 12 million
      dollar business and was a key player in the acquisition by The Polk Company
      in
      1997. He then went to Diagnostic Research where he managed Telephone Research.
      In 1998 The Polk Company brought Mr. Harmon back in as a Sales Manager to help
      increase sales in the Market Research division. After Polk, Mr. Harmon helped
      start Datascension and became Vice President. Mr. Harmon is also Vice President
      and a Director of Datascension International.





David
      Lieberman - Director





Mr.
      Lieberman's experience includes serving in various Senior Executive positions
      with a strong financial and operations background. Currently Mr. Lieberman
      is on
      the Board of Directors of Dalrada Financial Corporation, an over the counter
      public company. Mr. Lieberman has been the Chief Financial Officer for John
      Goyak & Associates, Inc., an aerospace consulting firm located in Las Vegas,
      NV since 2003. Lieberman previously served as President and Chief Operating
      Officer of both JLS Services, Inc., since 1996, and International Purity, since
      1997. From 1994 through 1996 Mr. Lieberman served as Chief Financial Officer
      and
      Chief Operating officer for California Athletic Clubs, Inc. Mr. Lieberman has
      over thirty years of financial experience beginning with five years as an
      accountant with Price Waterhouse from 1967 through 1972. Mr. Lieberman attended
      the University of Cincinnati, where he received his B.A. in Business. Mr.
      Lieberman is also a licensed CPA in the state of California.





Robert
      Sandelman - Director





Mr.
      Sandelman has more than 30 years of marketing and advertising management
      experience in a variety of consumer product and service industries. He is
      considered to be one of the leading experts on foodservice market research
      and
      is widely quoted in major publications including The Wall Street Journal, Los
      Angeles Times, Orange County Register, USA Today, Nation's Restaurant
      News,Restaurants & Institutions, Chain Leader, Entrepreneur, Advertising
      Age, Adweek, Brandweek and American Demographics.





Mr.
      Sandelman earned both his Bachelor's degree and his Master's degree in Business
      Administration from the University of Michigan. He is a member of the National
      Restaurant Association, and the International Foodservice Manufacturers
      Association.





Significant
      Employees





The
      Company has not identified any employee who is not an executive who is expected
      to make a significant contribution to the business.




31





Family
      Relationships





There
      are
      no family relationships among the directors, executive officers or persons
      nominated or chosen by the Company to become directors or executive
      officers.





Legal
      Proceedings





None
      of
      the Company's directors, executive officers or nominees for such office have
      been involved in any legal proceedings related to bankruptcy of an entity where
      they held such positions; nor charged or convicted in any criminal proceedings;
      nor subject to any order, judgment, or decree permanently or temporarily
      enjoining, barring, suspending or otherwise limiting their involvement in any
      type of business, securities or banking activities; nor found in any manner
      whatsoever to have violated a federal or state securities or commodities
      law.





None
      of
      the Company's officers or directors, nor to the knowledge of the Company, any
      of
      the Company's control persons, has:





· had
      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;





· been
      convicted in a criminal
      proceeding or is subject to a pending criminal proceeding (excluding traffic
      violations and other minor offenses);





· been
      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





· been
      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, where the judgment has not
      been
      reversed, suspended or vacated.





Committees





The
      Company does not have any audit, compensation, and executive committees of
      its
      board of directors. The entire board of directors is serving as the Company's
      audit committee. The Company has not yet implemented any such committees due
      to
      limited financial and personnel resources; however, it is exploring the set
      up
      and functions of committees and is seriously considering implementation during
      2007.





Conflicts
      of Interest





The
      officers and directors of the Company are now and may in the future become
      shareholders, officers or directors of other companies which may be engaged
      in
      business activities similar to those conducted by the Company. Accordingly,
      additional direct conflicts of interest may arise in the future with respect
      to
      such individuals acting on behalf of the Company or other entities. Moreover,
      additional conflicts of interest may arise with respect to opportunities which
      come to the attention of such individuals in the performance of their duties
      or
      otherwise. The Company does not currently have a right of first refusal
      pertaining to opportunities that come to management's attention insofar as
      such
      opportunities may relate to the Company's proposed business
      operations.




32





The
      officers and directors are, so long as they are officers or directors of the
      Company, subject to the restriction that all opportunities contemplated by
      the
      Company's plan of operation which come to their attention, either in the
      performance of their duties or in any other manner, will be considered
      opportunities of, and be made available to the Company and the companies that
      they are affiliated with on an equal basis. A breach of this requirement will
      be
      a breach of the fiduciary duties of the officer or director. If the Company
      or
      the companies in which the officers and directors are affiliated with both
      desire to take advantage of an opportunity, then said officers and directors
      would abstain from negotiating and voting upon the opportunity. However, all
      directors may still individually take advantage of opportunities if the Company
      should decline to do so. Except as set forth above, the Company has not adopted
      any other conflict of interest policy with respect to such
      transactions.





Compliance
      with Section 16(a) of the Exchange Act





Section
      16(a) of the Securities Exchange Act of 1934 requires our directors and
      executive officers, and persons who beneficially own more than ten percent
      of a
      registered class of our equity securities (referred to as "reporting persons"),
      to file with the Securities and Exchange Commission initial reports of ownership
      and reports of changes in ownership of common stock. Reporting persons are
      required by Commission regulations to furnish us with copies of all


Section
      16(a) forms they file.





Based
      solely upon a review of Forms 3, 4 and 5 furnished to us, we are not aware
      of
      any person who at any time during the fiscal year ended December 31, 2006,
      was a
      director, officer, or beneficial owner of more than ten percent of our common
      stock, who failed to file, on a timely basis, reports required by Section 16(a)
      of the Securities Exchange Act of 1934 during such fiscal year.





Code
      of
      Ethics





We
      have
      adopted a code of ethics that applies to our executive officers, including
      our
      Chief Executive Officer and Chief Financial Officer.





Indemnification
      of Directors and Officers.





The
      By-laws of the Company state that to the extent allowed by Nevada State law,
      as
      same may be amended, and subject to the required procedure thereof, the
      corporation shall indemnify any person who was or is a party of is threatened
      to
      be made a party to any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or investigative (other
      than
      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, partnership, joint venture, trust or other
      enterprise, against expenses (including attorneys' fees), judgments, fines
      and
      amounts paid in settlement actually and reasonably incurred by him in connection
      with such action, suit or proceeding if he acted in good faith and in a manner
      he reasonably 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 judgment, order, settlement or conviction, or
      upon
      a plea of nolo contendere or its equivalent, shall 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 with respect to any criminal action or proceeding, had
      reasonable cause to believe that his conduct was unlawful.




33





ITEM
      10.
      EXECUTIVE COMPENSATION.





Compensation
      of Executive Officers





The
      following table sets forth the aggregate cash compensation paid by the Company
      for services rendered during the periods indicated to its directors and
      executive officers. The compensation disclosed in the compensation table is
      inclusive of any and all compensation paid through the parent company or the
      subsidiary, Datascension International, Inc.




**SUMMARY
              COMPENSATION TABLE**




LONG
                TERM COMPENSATIONANNUAL
                COMPENSATION
            AWARDS
                PAYOUTS




NAME
                AND PRINCIPAL POSITION
            
            YEAR
            
            SALARY
            
            BONUS
                & COMMISSIONS
            
            Restricted
                Stock Award(s)
            
            SECURITIES
                UNDERLYING OPTIONS
            
            ALL
                OTHER COMPENSATION
            
            TOTALDavid
                Scott Kincer - CEO
            
            
            2006
            
            $
            266,269
            
            
            16,965
            
            
            150,000
            (5)
            
            306,605
            (5)
            
            7,175
            (4)
            $
            747,014David
                Scott Kincer - CEO
            
            
            2005
            
            $
            196,468
            
            
            15,000
            
            
            0
            
            
            0
            
            
            36,001
            (3)(4)COO
            
            
            2004
            
            $
            150,000
            
            
            5,824
            
            
            100,000
            (1)
            
            540,000
            (2)
            
            968
            (3)Joseph
                Harmon - V.P.
            
            
            2006
            
            $
            133,827
            
            
            169,686
            
            
            45,000
            (5)
            
            91,982
            (5)
            
            6,824
            (4)
            $
            447,319Joseph
                Harmon - V.P.*
            
            
            2005
            
            $
            85,746
            
            
            0
            
            
            0
            
            
            0
            
            
            201,630
            (3)(4)Secretary/V.P.
            
            
            2004
            
            
            76,500
            
            
            6,048
            
            
            50,000
            
            
            135,000
            
            
            178,708
            (3)




(1)
      DSEN
      granted an initial signing award to the Executive as of the Effective Date
      of
      his renewed Employment Agreement of restricted shares of the Company's common
      stock under and subject to the terms and conditions of the Stock Compensation
      Plan (the "Stock Plan"). The Executive shall vest in 50% of such shares on
      the
      90th day following the Effective Date and 50% on the six month anniversary
      of
      the Effective Date.




34




(2)
      DSEN
      granted an option award to the Executive under the Stock Plan within 90 days
      of
      the Effective Date of his renewed Employment Agreement of a nonqualified option
      to purchase shares of DSEN's common stock at a per share price equal to the
      fair
      market value of the common stock on the grant date (which will be the Effective
      Date) and an exercise period equal to five (5) years (the "Initial
      Option").




(3)
      Commissions for client contracts.




(4)
      401(k) match.




(5)
      Issued under June 9, 2006 agreements.





Employment
      Agreements





Effective
      June 9, 2006, we entered into separate renewed three year employment agreements
      with our Chief Executive Officer, David S. Kincer; and our Vice President of
      Datascension International, Inc (subsidiary) Joseph Harmon.





The
      main
      terms of Mr. Kincer's agreement are as follows:





(a)
      Base
      Salary The Executive shall receive an annual base salary of $275,000.00 payable
      in monthly or more frequent installments in accordance with the Company's
      payroll policies ("Base Salary"). The Executive's Base Salary shall be reviewed,
      and may be increased but not decreased, annually, by the Board pursuant to
      its
      normal performance review policies for senior executives, with the first such
      review occurring not later than December 2006. Should the Company for any reason
      be unable to pay the Executive monthly or more frequent installments in
      accordance with the Company's payroll policies, the Executive may elect either
      of the following alternatives, or a combination thereof;





(i)
      Executive may elect to treat the unpaid compensation as a loan payable on demand
      that accrues an annual interest of ten (10%) percent; and/or





(ii)
      Executive may elect to receive common stock of the Company issued under an
      S-8
      registration statement which will provide the Executive common stock at fair
      market value based on the average closing price for the five (5) trading days
      preceding the request for issuance of stock for the effective pay period.
      Executive may also elect to receive common stock of the Company issued under
      an
      S-8 registration statement which will provide the Executive common stock at
      fair
      market value based on the average closing price of the five (5) trading days
      preceding the request for issuance of stock for the loan payable on demand
      pursuant to subsection 3(a)(i).





(b)
      Initial Restricted Stock Award. The Company shall make an initial signing award
      to the Executive of 500,000 restricted shares of the Company's common stock
      under and subject to the terms and conditions of the Company's Stock
      Compensation Plan dated January 1, 2004 or as thereafter amended (the "Stock
      Plan").




35





(c)
      Restricted Stock Option Award. The Company shall make an award to the Executive
      of restricted shares of the Company's common stock under and subject to the
      terms and conditions of the Stock Plan and Common Stock Purchase Warrant, as
      follows:





(i)
      For
      calendar year 2006, if the Company's sales exceed $12,000,000 and $500,000
      in
      EBIDTA, 500,000 options at $.30 per share.





(ii)
      For
      calendar year 2007, if the Company's sales exceed $15,000,000 and $1,000,000
      in
      EBIDTA, 1,000,000 options at $.30 per share. Nevertheless, if the Company's
      2007
      sales/EBIDTA exceed the prior year (2006), there will be an award of 500,000
      options at $.30 per share.




(iii)
      For
      calendar year 2008, if the Company's sales exceed $18,000,000 in sales and
      $1,500,000 in EBIDTA, 1,000,000 options at $.30 per share. Nevertheless, if
      the
      Company's 2008 sales/EBIDTA exceed the prior year (2007), there will be an
      award
      of 500,000 options at $.30 per share. In any event resulting in the sale of
      the
      Company, all options awarded to Executive shall become immediately redeemable.
      If the Executive is terminated, without cause, at any time, the options become
      immediately redeemable.





The
      main
      terms of Mr. Harmon's agreement are as follows:





(a)
      Base
      Salary. The Executive shall receive an annual base salary of $140,000.00 plus
      1%
      on all work revenues on services rendered over $15.00 per hour that is not
      otherwise pass through costs payable in monthly or more frequent installments
      in
      accordance with the Company's payroll policies ("Base Salary"). The Executive's
      Base Salary shall be reviewed, and may be increased but not decreased, annually,
      by the Board pursuant to its normal performance review policies for senior
      executives, with the first such review occurring not later than December 2006.
      Should the Company for any reason be unable to pay the Executive monthly or
      more
      frequent installments in accordance with the Company's payroll policies, the
      Executive may elect either of the following alternatives, or a combination
      thereof;





(i)
      Executive may elect to treat the unpaid compensation as a loan payable on demand
      that accrues an annual interest of ten (10%) percent; and/or





(ii)
      Executive may elect to receive common stock of the Company issued under an
      S-8
      registration statement which will provide the Executive common stock at fair
      market value based on the average closing price for the five (5) trading days
      preceding the request for issuance of stock for the effective pay period.
      Executive may also elect to receive common stock of the Company issued under
      an
      S-8 registration statement which will provide the Executive common stock at
      fair
      market value based on the average closing price of the five (5) trading days
      preceding the request for issuance of stock for the loan payable on demand
      pursuant to subsection 3(a)(i).




(b)
      Initial Restricted Stock Award. The Company shall make an initial signing award
      to the Executive of 150,000 restricted shares of the Company's common stock
      under and subject to the terms and conditions of the Stock Compensation Plan
      dated January 1, 2004 or as thereafter amended (the "Stock Plan")




36





(c)
      Restricted Stock Option Award. The Company shall make an award to the Executive
      of restricted shares of the Company's common stock under and subject to the
      terms and conditions of the Stock Plan and Common Stock Purchase Warrant, a
      copy
      of which is attached and incorporated herein as as follows:





(i)
      For
      calendar year 2006, if the Company's sales exceed $12,000,000 and $500,000
      in
      EBIDTA, 150,000 options at $.30 per share.





(ii)
      For
      calendar year 2007, if the Company's sales exceed $15,000,000 and $1,000,000
      in
      EBIDTA, 300,000 options at $30 per share. Nevertheless, if the Company's 2007
      sales/EBIDTA exceed the prior year (2006), there will be an award of 150,000
      options at $.30 per share.





(iii)
      For
      calendar year 2008, if the Company's sales exceed $18,000,000 in sales and
      $1,500,000 in EBIDTA, 300,000 options at $.30 per share. Nevertheless, if the
      Company's 2008 sales/EBIDTA exceed the prior year (2007), there will be an
      award
      of 150,000 options at $.30 per share. In any event resulting in the sale of
      the
      Company, all options awarded to Executive shall become immediately redeemable.
      If the Executive is terminated, without cause at any time, the options become
      immediately redeemable.





Compensation
      of Directors





There
      were no arrangements pursuant to which any director of the Company was
      compensated through December 31, 2006 for any service provided as a director,
      except as follows. In June 2006, Robert Sandelman and David Lieberman were
      each
      given 30,000 shares of Company common stock as compensation for calendar year
      2006.





37




DIRECTOR
      COMPENSATION TABLE





Name
            
            Fees
                Earned or Paid in Cash
            
            Stock
                Awards (1)
            
            Option
                Awards
            
            Non-Equity
                Incentive Plan Compensation
            
            Nonqualified
                Deferred Compensation Earnings
            
            All
                Other Compensation
            
            TotalDavid
                Lieberman
            
            
            -
            
            $
            9000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            $
            9000Robert
                Sandelman
            
            
            -
            
            $
            9000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            $
            9000




(1)
      30,000 shares of Common Stock issued on June __, 2007 to each director valued
      at
      $.30 per share.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR END FOR 2006





Option
                Awards
            
            Stock
                AwardsName
                and Principal Position
            
            
            Number
                of Securities Underlying Unexercised Options (#)
                Exercisable
            
            
            Number
                of Securities Underlying Unexercised Options (#)
                Unexercisable
            
            
            Number
                of Securities Underlying Unexercised Unearned Options (#)
            
            
            Option
                Exercise Price
            
            
            Option
                Expiration Date
            
            
            Number
                of Shares or Units of Staock That Have Not Vested
            
            
            Market
                Value of Shares or Units of Stock That Have Not Vested
            
            
            Number
                of Unearned Sharres or Other Rights That Have Not Vested
            
            
            Market
                Value or Payout Value of Unearned Shares, Units or Other Rights That
                Have
                Not VestedDavid
                Scott Kincer
            
            
            1,040,000
            
            
            -
            
            
            2,000,000
            
            $
            0.30
            
            
            6/9/11
            
            
            -
            
            
            -
            
            
            -
            
            
            -Joseph
                Harmon
            
            
            285,000
            
            
            -
            
            
            600,000
            
            $
            0.30
            
            
            6/9/11
            
            
            -
            
            
            -
            
            
            -
            
            
            -





38




ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





Security
      Ownership of Management and Certain Beneficial Owners





The
      following table sets forth information as of the date of this Form 10KSB certain
      information with respect to the beneficial ownership of the Common Stock of
      the
      Company concerning stock ownership by (i) each director, (ii) each executive
      officer, (iii) the directors and officers of the Company as a group, (iv) and
      each person known by the Company to own beneficially more than five (5%) of
      the
      Common Stock. Unless otherwise indicated, the owners have sole voting and
      investment power with respect to their respective shares.





Beneficial
      ownership is determined under the rules of the Securities and Exchange
      Commission. In general, these rules attribute beneficial ownership of securities
      to persons who possess sole or shared voting power and/or investment power
      with
      respect to those securities and includes, among other things, securities that
      an
      individual has the right to acquire within 60 days. Unless otherwise indicated,
      the stockholders identified in the following table have sole
      voting and investment power with respect to all shares shown as beneficially
      owned by them.





Class
            
            Name
                and Address of Beneficial Owner (1)
            
            Number
                ofShares
            
            PercentOwned(2)Common
            
            
            David
                Scott Kincer
            
            
            2,742,167
            
            
            7.83
            %Warrants
            
            
            David
                Scott Kincer
            
            
            1,040,000
            
            
            2.97
            %Common
            
            
            Joseph
                Harmon
            
            
            400,556
            
            
            1.14
            %Warrants
            
            
            Joseph
                Harmon
            
            
            285,000
            
            
            .81
            %Common
            
            
            Robert
                Sandelman
            
            
            259,167
            
            
            .74
            %Common
            
            
            David
                Lieberman
            
            
            30,000
            
            
            0.09
            %**Common
                & Warrants**
            
            
            **Officers
                and Directors as a group**
            
            
            **4,756,890**
            
            
            **13.58**
            **%**Common
            
            
            Murray
                Conradie
            
            
            1,363,628
            
            
            3.89
            %Warrants
            
            
            Murray
                Conradie
            
            
            540,000
            
            
            1.54
            %Common
            
            
            Longview
                Fund, LP (3)
            
            
            5,809,675
            
            
            16.58
            %Warrants
            
            
            Longview
                Fund, LP (3)
            
            
            7,695,311
            
            
            21.96
            %Common
            
            
            Alpha
                Capital Anstalt (4)
            
            
            1,126,044
            
            
            3.21
            %Warrants
            
            
            Alpha
                Capital Anstalt (4)
            
            
            2,257,654
            
            
            6.44
            %




(1)
      Unless otherwise cited, address is care of the Company's principal
      address.





(2)
      The
      percentage ownership calculations listed above are based upon 35,040,941 shares
      of common stock being outstanding and common stock issuable upon exercise of
      warrants which are exerciseable within 60 days, as of March 25, 2007. All
      numbers are post split.




39




(3)
      The
      address of Longview Fund, L.P. is c/o Viking Asset Management, LLC, 600
      Montgomery Street, 44th Floor, San Francisco, CA 94111.





(4)
      The
      address of Alpha Capital Anstalt is Pradafant 7, Furstatums 9490, Vadus,
      Lichtenstein. Warrants held by Alpha Capital are subject to a blocker that
      would
      prevent Alpha Capital's and its affiliates' aggregate ownership at any given
      time from exceeding 9.99% of our outstanding common stock.




Persons
      Sharing Ownership of Control of Shares





Management
      has no knowledge of the existence of any arrangements or pledges of the
      Company's securities which may result in a change in control of the
      Company.





No
      person
      shares the power to vote ten percent (10%) or more of the Company's
      securities.





ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





There
      have been no material transactions, series of similar transactions or currently
      proposed transactions to which the Company or any officer, director, their
      immediate families or other beneficial owner is a party or has a material interest
      in which the amount exceeds $50,000.





ITEM
      13.
      EXHIBITS AND REPORTS ON FORM 8-K.





(a)
      EXHIBITS.





The
      following documents are included or incorporated by reference as exhibits to
      this report:





(2)
      a)
      Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
      Succession.





2.1
      Plan
      and Articles of Merger, filed 8/23/91(1)




2.2
      Plan
      of Reorganization and Agreement, dated 9/20/97(1)





(3)
      Articles of Incorporation & By-Laws





3.1
      Articles of Incorporation of the Company Filed August 23, 1991(1)




3.2
      Articles of Amendment filed on April 10, 1992(1)




3.3
      Certificate of Amendment of Articles of Incorporation filed on
      3/3/95(1)




3.4
      By-Laws of the Company adopted August 24, 1991(1)




3.5
      Certificate of Amendment of Articles of Incorporation filed on
      2/19/01




3.6
      Articles of Incorporation - Nutek Oil, Inc. (Subsidiary)




3.7
      Articles of Incorporation - Kristi and Co, Inc. (Subsidiary)




3.8
      Articles of Incorporation - SRC International, Inc. (Subsidiary)




3.9
      Articles of Incorporation - Century Innovations, Inc. (Subsidiary)




3.10
      Articles of Incorporation - Datascension International, Inc. (Subsidiary)




40




3.11
      Certificate of Amendment of Articles of Incorporation filed on
      1/26/04





(4)
      Instruments Defining the Rights of Security Holders





4.1
      Those
      included in exhibit 3, and sample of Stock Certificate (1)




4.2
      Preferred Stock (1)





5.1
      Legal
      Opinion *





(10)
      Material Contracts





10.1
      Purchase Agreement - Kristi and Co dated 1/6/00 (1)




10.2
      Agreement for Promotion and Revenue Sharing Plan, dated 9/2/99 (1)




10.3
      Purchase Agreement - Elite Fitness, dated 10/4/99 (1)




10.4
      Purchase Agreement - Patent #5833350, dated 9/15/99 (1)




10.5
      Purchase Agreement - Clock Mold, dated 4/30/99 (1)




10.6
      Plan
      of Purchase and Agreement, dated 11/30/97 (1)




10.7
      Transitional Employer Agreement (1)




10.8
      Lease, dated October 15, 1999 (1)




10.9
      Letter of Intent - Mineral Acres, dated 11/1/99 (1)




10.10
      Compensation Plan (1)




10.11
      Key
      Employees Incentive Stock Option Plan (1)




10.12
      Purchase Agreement - Kristi & Company (2)




10.13
      Blank




10.14
      Purchase Agreement - Printing Equipment (3)




10.15
      Blank




10.16
      Employment Agreement Murray N. Conradie (4)




10.17
      Employment Agreement Donald L. Hejmanowski (4)




10.18
      Employment Agreement Kristi L. Conradie (4)




10.19
      Purchase Agreement - Datascension Inc. (5)




10.20
      Employment Agreement David Scott Kincer (5)




10.21
      Certificate of Preference Rights.




10.22
      Purchase Agreement - Sin Fronteras Inc




10.23
      Press Release dated May 29, 2002




10.24
      Subscription Agreement for November 17, 2004 Funding (6)




10.25
      Form of Convertible Note - November 17, 2004 Funding (6)




10.26
      Form of Warrant - November 17, 2004 Funding (6)




10.27
      Subscription Agreement for March 31, 2005 issuance. (7)




10.28
      Convertible Note - March 31, 2005. (7)




10.29
      Warrant - March 31, 2005. (7)




10.30
      Service Agreement - Harris Interactive, Inc. (8)




10.31
      Service Agreement - Towne, Inc. (8)




10.32
      Service Agreement - Sandelman & Associates (8)




10.33
      Service Agreement - Knowledge Networks, Inc. (8)




10.34
      Employment Agreement David Scott Kincer (9)*




10.35
      Warrant Agreement David Scott Kincer (9)*




10.36
      Employment Agreement Joseph Harman *




10.37
      Warrant Agreement Joseph Harman (9)*




10.38
      June 7, 2006 Subscription Agreement (10)




10.39
      June 7, 2006 Note Issued to Longview Fund, L.P. (10)




10.40
      June 7, 2006 Note Issued to Alpha Capital (10)




10.41
      June 7, 2006 Warrant Issued to Longview Fund, L.P. (10)




10.42
      June 7, 2006 Warrant Issued to Alpha Capital (10)




41




10.43
      December 12, 2006 Subscription Agreement (11)




10.44
      December 12, 2006 Form of Note (11)




10.45
      December 12, 2006 Form of Warrant (11)





Exhibit
      21. Subsidiaries of the small business issuer





Exhibit
      23. Consent of Experts and Counsel





23.1
      Consent of Independent Auditor Larry O'Donnell, CPA, P.C.*





· Included
      with this
      filing





(1)
      Previously filed as an exhibit to the Company's Form 10-SB, filed January
      24, 2000.




(2)
      Previously filed as an exhibit to the Company's Number 1 Amendment
      to Form 10-SB, filed May 22, 2000.




(3)
      Previously filed as an exhibit to the company's quarterly report for
      the
      period ended March 31, 2003




(4)
      Previously filed as an exhibit to the company's quarterly report for
      the
      period ended June 30, 2003




(5)
      Previously filed as an exhibit to the company's quarterly report for
      the
      period ended September 30, 2003




(6)
      Previously filed on Form 8-K November 23, 2004, File No. 000- 29087




(7)
      Previously filed as an exhibit to the Company's Form SB2/A, filed April
      27,
      2005




(8)
      Previously filed as an exhibit to the Company's Form SB2/A, filed October
      11, 2005




(9)
      Previously filed as an exhibit to the Company's Form SB-2 filed on June 30,
      2006




(10)
      Previously filed as an Exhibit 99 to the Company’s 8-K filed on June 15,
      2006




(11)
      Previously filed as an Exhibit 99 to the Company's 8-K filed on December 18,
      2006





Exhibit
      23.Consent of Experts and Counsel





23.1
      Consent of Larry O'Donnell, CPA, P.C., Certified Public
      Accounts.





Exhibit
      27. Financial Data Schedule





27.1
      Financial Data Schedule





Exhibit
      31. Certifications required by Rule 13a-14(a) or Rule 15d-14(a)





31.1
      Certification of Chief Executive Officer and Principal Financial Officer
      pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





Exhibit
      32. Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and section
      906
      of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.





32.1
      Certification of Chief Executive Officer and Principal Financial Officer
      pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.




42




(b)
      Reports on Form 8-K





DSEN's
      report on Form 8-K dated February 1, 2006





On
      February 1, 2006, Registrant filed a Current Report on Form 8-K notifying
      shareholders that it would restate its consolidated financial statements for
      the
      fiscal year ended December 31, 2004, and interim financial data for the nine
      months ended September 30, 2005, (the "Restatement") included in its 2004 Annual
      Report on Form 10-KSB and Quarterly Report on Form 10-QSB due to an accounting
      error. Management concluded that the Company's consolidated financial statements
      for the fiscal year ended December, 2004 and for the nine months ended September
      30, 2005, should no longer be relied upon due to this error.





DSEN's
      report on Form 8-K dated May 2, 2006





Announced
      entry into of Recapitalization Agreement.





DSEN's
      report on Form 8-K dated June 15, 2006, as amended by Form 8-K/A, dated June
      16,
      2006





Announced,
      among other things, the addition of David Lieberman to the Board of Directors
      of
      the Company, termination of Recapitalization Agreement, and funding with
      Longview Fund, L.P. et al.





DSEN's
      report on Form 8-K dated Deceber 18, 2006





Announced
      funding with Longview Fund, LP et al.





ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit
      Fees





For
      the
      fiscal years ended December 31, 2006, the Company's principal accountant billed
      $19,790, for the audit of the Company's annual financial statements and review
      of financial statements included in the Company's Form 10-QSB
      filings.





Audit-Related
      Fees





For
      the
      fiscal years ended December 31, 2006 and 2005, the Company's principal
      accountant billed $0 and $0, respectively, for assurance and related services
      that were reasonably related to the performance of the audit or review of the
      Company's financial statements outside of those fees disclosed above under
      "Audit Fees".





Tax
      Fees





For
      the
      fiscal years ended December 31, 2006 and 2005, the Company's principal
      accountant billed $0 and $0, respectively, for tax compliance, tax advice,
      and
      tax planning services.





All
      Other
      Fees





For
      the
      fiscal years ended December 31, 2006 and 2005, the Company's principal
      accountant billed $0 and $0, respectively, for products and services other
      than
      those described above.




43




Pre-approval
      Policies and Procedures





Prior
      to
      engaging the Company's accountants to perform a particular service, the
      Company's board of directors obtains an estimate for the service to be
      performed. The board of directors, in accordance with procedures for the
      Company, approved all of the services described above prior to the services
      being performed.




SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


Datascension, Inc./s/
              D. Scott
              KincerDavid
                Scott Kincer
              President,
                Chairman and Director
              (Principal
                Executive Officer and
              Principal
                Financial Officer)


/s/
                David
                LiebermanDavid
                  Lieberman
                Chief
                  Acounting Officer


Date:
      March 28, 2008




Pursuant
      to the requirements of Section 12 of the Securities Exchange Act of 1934, the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.


/s/
              D. Scott
              KincerDavid
                  Scott Kincer
                President,
                  Chairman and Director
                (Principal
                  Executive Officer and
                Principal
                  Financial and Accounting Officer)


/s/
                David
                LiebermanDavid
                  Lieberman
                Chief
                  Acounting Officer


Date:
      March 28, 2008




44