U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





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, 2007





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.)





407
                  W. Imperial Highway, Suite H314Brea, CA
            
            92821(Address
                of principal executive offices)
            
            (Zip
                Code)





888-996-9238


(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 $20,260,054 for the fiscal year ended December 31, 2007.
      Based on the average of the closing bid and ask prices of the issuer's common
      stock on December 29, 2007, 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, 2007, the issuer had 35,775,972 shares of common stock
      outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE





The
      Company's report on Form





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
              
              
              19Item
                  6. Management's Discussion and Analysis of Financial Condition
                  or Plan of
                  Operation
              
              
              22Item
                  7. Financial Statements
              
              
              28Item
                  8. Changes in and Disagreements with Accountants on Accounting
                  and
                  Financial Disclosure
              
              
              29Item
                  8A. Controls and Procedures
              
              
              29Item
                  8B. Other Information
              
              
              30PART
                  IIIItem
                  9. Directors and Executive Officers of the Registrant
              
              
              30Item
                  10. Executive Compensation
              
              
              31Item
                  11. Security Ownership of Certain Beneficial Owners and Management
                  and
                  Related Stockholder Matters
              
              
              32Item
                  12. Certain Relationships and Related Transactions
              
              
              33Item
                  13. Exhibits and Reports on Form 8-K
              
              
              33Item
                  14. Principal Accountant Fees and Services
              
              
              43Signatures
              
              
              44
  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: 407
      W.
      Imperial Highway, Suite H314 , Brea,
      CA
      92821, phone number: 888-996-9238 .
      The
      Company websites can be found at www.datascension.com.





(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 1500 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, 2007, the Company had five major clients, Ipsos-Reid
      (21.2%), Orbis (10.6%), Synovate (8.3%), GFK (7.7%) and Sandelman &
Associates (7.6%). 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.





All
      of
      the revenue generated is from our Datascension International subsidiary, with
      about 93% of the revenue from the telephone interviewing and customer service
      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.




5





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 1500 individuals
      working for DSEN, of which three (3) are Officers of DSEN as of December 31,
      2007. Of the 1500 employees, 160 are full-time (including the 3 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.





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.




6




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
      may
      enter into written agreements with one or more clients 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
      much of our market research operations in 2002, our business and future
      prospects are difficult to evaluate. 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





·
            maintain
                access additional capital when required and on reasonable
                terms.





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




9





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





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




10





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, David Lieberman,
      our Chief Financial Officer or Joseph Harmon, our Chief Operating Officer,
      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 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 40.1% of our total net revenues from three clients in
      fiscal 2007. 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 $15.7 million, or approximately
      77.4%, of our total net revenues for the year ended December 31, 2007. 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
      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.





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.





17.
      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 2008. 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;




13





·
      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.





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.




14





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 Stock and Financing Arrangements:





1.
      The
      overhang effect 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.





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.




15





·
      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.





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
      investor’s 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.




16





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.





7.
      We
      have entered into a senior secured credit arrangement which, if in default,
      could cause the lender to foreclose on our assets.





On
      September 6, 2007, Datascension, Inc. (the “Company”), as borrower, entered into
      a Credit Agreement with Comerica Bank, as lender (dated as of August 30, 2007),
      which provides for a revolving credit facility of up to $2,000,000. The Credit
      Agreement provides for a one year term, and outstanding balances bear interest
      at the rate equal to the prime rate (as determined by Comerica Bank from time
      to
      time) plus two percent (2%). Under the Credit Agreement, the Company may borrow
      funds from Comerica Bank from time to time in an amount equal to 85% of eligible
      receivables (as set forth in the Credit Agreement), and all advances under
      the
      Credit Agreement are secured by a first lien against all of the assets of
      Datascension, Inc. and its subsidiary, Datascension, Inc. (a California
      corporation), as well as a pledge of the stock of the subsidiary.





Accordingly,
      if we were to default under this arrangement, Comerica would be able to
      foreclose on all of our assets as well as the stock of our subsidiary, possibly
      leaving us with no operating business or assets.





ITEM
      2.
      DESCRIPTION OF PROPERTY.





The
      principal office OF 5,102 square feet of office space at 145
      State
      College Blvd., Ste. 350,  Brea
      California 92821 with aggregate monthly rent of approximately $8,724 was
      sub-leased in July, 2007. Combined rent recorded during 2007 and 2006
      respectively was $54,030 and $107,193.





Rent
      at
      the old facility recorded during 2006 was $197,276. The address of the new
      Costa
      Rica facility is: Datascension Mall San Pedro, Quatro Piso, antiguo Planet
      Mall, San Pedro, San Jose, Costa Rica, where the Company leases approximately
      120,000 square feet. The details on the leases, which are all cancellable on
      90
      days prior notice, comprising the new Costa Rica facility (described below)
      are as follows:




**Floor**
            
            
            **Under
                Name**
            
            
            **Monthly
                Amount**
            
            
            **Starting
                date**
            
            
            **Ending
                Date**Rent
                4th floor andVIP
                Offices
            
            
            Marcas
                  La Union S.A.
            
            $
            33,475
            
            
            1-Nov-06
            
            
            30-Oct-2011Rent
                3th Floor
            
            
            Arrendamientos
                Capitulo Zeta
            
            $
            2,685
            
            
            15-Mar-08
            
            
            15-Mar-2011Rent
                7th Floor
            
            
            Campos
                de Amaranto S.A
            
            $
            2,961
            
            
            1-Mar-07
            
            
            30-Oct-2011Rent
                7th Floor
            
            
            Plaza
                Central Zafiro S.A
            
            $
            2,961
            
            
            1-Mar-07
            
            
            30-Oct-2011Rent
                Ciber City
            
            
            Arrendadora
                Coturno S.A
            
            $
            7,490
            
            
            15-May-06
            
            
            15-May-2013Rent
                Planet Mall
            
            
            Increible
                Universo M.O.S.A
            
            $
            19,260
            
            
            1-May-06
            
            
            1-May-2013$
            68,832





17




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.





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.




18





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. DSEN has received all payments.





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, 2007.





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, 2007, DSEN had
      approximately 1202 shareholders of record.


Period
              
              High
              
              LowCalendar
                  Year 2006March
                  31, 2006
              
              
              0.42
              
              
              0.24June
                  30, 2006
              
              
              0.65
              
              
              0.27September
                  30, 2006
              
              
              0.34
              
              
              0.20December
                  31, 2006
              
              
              0.44
              
              
              0.22Calendar
                  Year 2007March
                  31, 2007
              
              
              0.65
              
              
              0.36June
                  30, 2007
              
              
              0.85
              
              
              0.35September
                  30, 2007
              
              
              0.90
              
              
              0.45December
                  31, 2007
              
              
              0.69
              
              
              0.26





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




19





These
      quotations 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, 2007, DSEN had 35,775,972 shares of its $.001 par value common
      voting stock issued and outstanding which are held by 1202 shareholders of
      record. As of December 31, 2007, there were 1,307,353 shares of Series B
      Preferred Stock outstanding. 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.




20





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. The
      number of common shares issued was approximately 1,307,353 shares which included
      unpaid dividends of $381,000.





Securities
      Authorized for Issuance under Equity Compensation Plans No
      securities were issued under an equity compensation plan in 2007.





Recent
      Sales of Unregistered Securities





During
      the fiscal year ended December 31, 2007, 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:





50,000
      shares were issued to a consultant as compensation, valued at
      $19,000





10,000
      shares were issued to a lender in connection with a loan made, these shares
      were
      valued at $0.48 the date of the note, or $4,800.





171,429
      shares of common stock were issued to settle $60,000 of debt.





6,559,919
      shares were issued to settle $2,055,065 of principal and interest on the
      convertible notes. An additional 2,841,667 shares were issued to satisfy
      outstanding warrants, with the settlement of $912,500 of debt.





3,111,410
      shares were issued to satisfy outstanding warrants as part of the Convertible
      Note Agreement. No funds were received.





100,000
      Warrants were issued to Robert Sandelman, a director and 100,000 Warrants were
      issued to David Lieberman, a director , with a five year term and a $0.30
      exercise price.




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;




21





·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, 2007.





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. Our
      actual 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.




22





Since
      November 2004, the company had entered into multiple financing arrangements.
      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, 2007
      (See "Accounts Payable and Accrued Liabilities" under the heading "Liquidity
      and
      Capital Resources").





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 2008.





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 in that it has a receivable
      line of credit for up to $2,000,000 with Comerica Bank.




23





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.





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




24





For
      the
      calendar year, ended December 31, 2007, the Company generated $20,260,054 in
      revenues and generated a gross profit of $2,479,993 for the same period. This
      compares to $14,780,706 in revenues and a gross profit of $4,038,072 for the
      calendar year ended December 31, 2006. For the calendar year ended December
      31,
      2007, the Company has decreased its working capital position by $2,462,749
      from
      a positive $1,016,694 as of December 31, 2006 to a negative $1,446,055 as of
      December 31, 2007.





Analysis
      of the calendar year ended December 31, 2007 compared to the calendar year
      ended
      December 31, 2006.





The
      Company had a net loss of $907,311 for the calendar year ended December 31,
      2007
      compared to a net loss of $1,140,427 for the calendar year ended December 31,
      2006, a decrease in net loss of $233,116. The decrease in net loss was
      attributable to the increase in revenue from the net effect of a decrease in
      operating income of $220,423 and a decrease in other income(loss) of $453,539.
      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 decreased to $2,387,671 for the calendar year ended December 31, 2007
      from $3,725,327 for the calendar year ended December 31, 2006, a decrease of
      $1,337,656. The decrease in expenses related mainly to a decrease in selling,
      general and administrative expense of $656,147 as well as no incurrence in
      stock
      based compensation in 2007 as opposed to an incurrence in stock based
      compensation of $694,351 in 2006.





Depreciation
      expense for the calendar year ended December 31, 2007 was $215,311 compared
      to
      $206,469 for the calendar year ended December 31, 2006, an increase of
      $8,842.





Interest
      expense for the calendar year ended December 31, 2007 was $1,006,815 compared
      to
      $360,050 for the calendar year ended December 31, 2006 an increase of $646,765
      which was a result of the increase in high interest accruing debt on the books
      in 2007 as compared to 2006.





Liquidity
      and Capital Resources





Liquidity





For
      the
      calendar year ended December 31, 2007, the Company has decreased its working
      capital position by $2,462,749 from a positive $1,016,694 as of December 31,
      2006 to a negative $1,446,055 as of December 31, 2007 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 2007 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.




25





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 day
      time
      work.





On
      December 31, 2007 DSEN had total assets of $9,563,879 compared to $8,131,342
      on
      December 31, 2006, an increase of $1,432,537. The reason for the increase in
      assets is a result of the decrease in cash of $545,359, an increase in
      receivables of $666,005, an increase in receivable due from related party of
      $1,530,124, a decrease in prepaid expenses of $202,960, with a corresponding
      increase in net property and equipment of $10,858 and a decrease in total other
      assets of $26,131. DSEN had a total stockholders' equity of $ 3,365,963 on
      December 31, 2007 compared to $1,221,907 on December 31, 2006, an increase
      in
      equity of $2,144,056.




All
      assets are booked at historical purchase price and there is no variance between
      book value and the purchase price. On December 31, 2007 DSEN had Property and
      Equipment of $3,146,788 compared to $3,135,930 on December 31, 2006, or an
      increase of $10,858.





The
      fixed
      and ongoing expenses of Datascension (not including amounts due to Longview
      Fund
      and Comerica Bank) 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, 2007:





Note
      payable to a lender, monthly payments of $10,044 inclusive of 15.00% annual
      interest through May 2009. At December 31, 2007 the balance due was
      $152,979





Note
      payable to a lender, monthly payments of $4,849 inclusive of 15.00% annual
      interest through December 2007. At December 31, 2007 the balance due was
      $4,789.





Note
      payable to a lender, monthly payments of $2,424 inclusive of 15.00% annual
      interest through March 2009. At December 31, 2007 the balance due was
      $32,972


Total
                  Notes Payable
              
              $
              190,740Less
                  current portion
              
              
              (144,763
              )Long-term
                  portion of Notes Payable
              
              $
              45,977





26





Principal
      maturities are as follows:


Twelve
                  months ended December 31,2008
              
              $
              147,1332009
              
              
              43,607$
              190,740


Additionally,
      the company has the following short term notes payable as of December 31,
      2007.


Wells
                  Fargo Bank
              
              $
              35,499





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.





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; however,
       management does expect inflation may 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.





27


ITEM
      7.
      FINANCIAL STATEMENTS.


TABLE
                  OF CONTENTSPAGEINDEPENDENT
                  AUDITORS' REPORT:Independent
                  Auditors Report - 2006 & 2007
              
              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


28


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, 2007 and 2006, 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, 2007 and 2006, 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.





/s/
      Larry
      O'Donnell


Larry
      O'Donnell, CPA, P.C.


April
      14,
      2008





F-1


DATASCENSION,
        INC.
 CONSOLIDATED
        BALANCE SHEET




**DATASCENSION,
                INC.****BALANCE
                SHEET****AT
                DECEMBER 31, 2007**




12/31/2007
            
            12/31/2006AUDITED
            
            RESTATED
              AUDITED**ASSETS****Current
                assets:**Cash
            
            $
            46,930
            
            $
            592,289Accounts
                receivable
            
            
            3,071,764
            
            
            2,405,759Receivable
                due from related party
            
            
            1,530,124
            
            
            -Prepaid
                expenses
            
            
            56,666
            
            
            259,626**Total
                current assets**
            
            
            4,705,484
            
            
            3,257,674**Property
                and equipment, net of accumulated depreciation**
            
            
            3,146,788
            
            
            3,135,930**Other
                assets:**Website,
                net of amortization
            
            
            3,207
            
            
            3,207Deposits
            
            
            15,618
            
            
            41,749Goodwill
            
            
            1,692,782
            
            
            1,692,782**Total
                other assets**
            
            
            1,711,607
            
            
            1,737,738**Total
                assets**
            
            $
            9,563,879
            
            $
            8,131,342**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities:**Accounts
                payable
            
            $
            316,333
            
            $
            259,655Accrued
                expenses
            
            
            491,603
            
            
            454,881Short
                term notes payable
            
            
            35,499
            
            
            356,625Loan
                payable to Comerica Bank
            
            
            1,727,688
            
            
            -Current
                portion of long term debt
            
            
            3,580,816
            
            
            1,169,819**Total
                current liabilities**
            
            
            6,151,939
            
            
            2,240,980**Long
                term debt**Long
                term debt notes payable, net of current portion
            
            
            45,977
            
            
            4,688,455**Total
                long-term debt**
            
            
            45,977
            
            
            4,688,455Total
                liabilities
            
            
            6,197,916
            
            
            6,929,435**Stockholders'
                equity:**Common
                  stock, $0.001 par value, 200,000,000 shares authorized, 35,775,972
                  and
                  23,031,547 shares issued and outstanding at December 31, 2007 and
                  December
                  31, 2006 Respectively
            
            
            35,776
            
            
            23,032Additional
                paid-in capital-common stock
            
            
            16,188,782
            
            
            13,150,159Preferred
                stock Series B
            
            
            506
            
            
            506Additional
                paid-in capital- preferred Series B
            
            
            481,994
            
            
            481,994Treasury
                stock, at cost, 95,833 shares
            
            
            (134,388
            )
            
            (134,388
            )Accumulated
                deficit
            
            
            (13,206,707
            )
            
            (12,299,396
            )**Total
                stockholders' equity**
            
            
            3,365,963
            
            
            1,221,907**Total
                liabilities and stockholders' equity**
            
            $
            9,563,879
            
            $
            8,151,342




See
        accompanying notes.
  F-2
 
 DATASCENSION
            INC.
 CONSOLIDATED
            STATEMENT OF OPERATIONS


**DATASCENSION,
                INC.****CONSOLIDATED
                STATEMENT OF OPERATIONS**




For
                the year
            
            For
                the yearended
            
            ended12/31/2007
            
            12/31/2006Audited
            
            RestatedAuditedRevenue
            
            $
            20,260,054
            
            $
            14,780,706Cost
                of goods sold
            
            
            17,780,061
            
            
            10,742,634Gross
                profit
            
            
            2,479,993
            
            
            4,038,072Expenses:Selling,
                general and administrative
            
            
            2,172,360
            
            
            2,824,507Stock
                based compensation
            
            
            -
            
            
            694,351Depreciation
                and amortization
            
            
            215,311
            
            
            206,469Total
                expenses
            
            
            2,387,671
            
            
            3,725,327Operating
                income
            
            
            92,322
            
            
            312,745Other
                income (expense):Other
                expenses
            
            
            -
            
            
            (143,517
            )Other
                income
            
            
            7,182
            
            
            -Interest
                expense
            
            
            (1,006,815
            )
            
            (360,050
            )Other
                income (expense) related to convertible
            
            
            -
            
            
            (776,473
            )Interest
                income (expense) related to convertible
            
            
            -
            
            
            (173,132
            )Total
                other income (expense)
            
            
            (999,633
            )
            
            (1,453,172
            )Net
                income (loss)
            
            $
            (907,311
            )
            $
            (1,140,427
            )Basic
                weighted average number of commonshares
                outstanding
            
            
            29,455,007
            
            
            17,573,100Diluted
                weighted average number of common
            
            
            29,455,007shares
                outstanding
            
            
            
            
            
            17,573,100Basic
                net income (loss) per share
            
            $
            (0.06
            )
            $
            (0.06
            )Diluted
                net income (loss) per share
            
            $
            (0.06
            )
            $
            (0.06
            )





See
      accompanying notes.




F-3


DATASCENSION,
        INC.
 CONSOLIDATED
        STATEMENT OF CASH FLOWS
 FOR
        THE
        TWELVE MONTHS ENDED DECEMBER 31, 2006 AND 2005




DATASCENSION,
                INC.CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITYAS
                OF DECEMBER 31, 2007




PREFERRED
              
              
              
              PREFERRED
                  -B
              
              
              
              NON-CONTROLINGCOMMON
                  STOCK
              
              COMMON
                  STOCK
              
              ADDITIONAL
                  PAID-IN
              
              STOCK
                  SHARES
              
              PREFERRED
                  STOCK
              
              ADD
                  PAID IN
              
              TREASURY
              
              SUBSCRIBED
              
              INTEREST
                IN
              
              INCOME
              
              TOTALSHARES
              
              AMOUNT
              
              CAPITAL
              
              SERIES
                  B
              
              SERIES
                  B
              
              CAPITAL
              
              STOCK
              
              STOCK
              
              SUBSIDIARY
              
              (DEFICIT)
              
              EQUITYBALANCE
                  AT DECEMBER 31, 2006
              
              
              23,031,547
              
              $
              23,032
              
              $
              13,150,159
              
              
              -
              
              $
              506
              
              $
              481,994
              
              $
              (134,388
              )
              $
              -
              
              $
              -
              
              $
              (12,299,396
              )
              $
              1,221,907Net
                  loss for quarter Ended March 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (310,576
              )
              
              (310,576
              )Stock
                  issued for services
              
              
              50,000
              
              
              50
              
              
              18,550
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              18,600Stock
                  issued in connection with loan
              
              
              10,000
              
              
              10
              
              
              4,790
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              4,800Stock
                  issued in settlement of debt
              
              
              171,429
              
              
              171
              
              
              59,829
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              60,000Net
                  income for quarter Ended June 30, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              319,657
              
              
              319,657Stock
                    issued in settlement of debtand
                    interest
              
              
              9,401,586
              
              
              9,402
              
              
              2,958,568
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,967,970Net
                  loss for quarter Ended September 30, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (419,009
              )
              
              (419,009
              )Net
                  loss for quarter Ended December 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (497,383
              )
              
              (497,383
              )Warrants
                  exercised
              
              
              3,111,410
              
              
              3,111
              
              
              (3,114
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3
              )BALANCE
                  AT DECEMBER 31, 2007
              
              
              35,775,972
              
              
              35,776
              
              
              16,188,782
              
              
              -
              
              
              506
              
              
              481,994
              
              
              (134,388
              )
              
              -
              
              
              -
              
              
              (13,206,707
              )
              
              3,365,963


See
        accompanying notes.
  F-4




DATASCENSION,
                INC.CONSOLIDATED
                STATEMENTS OF CASH FLOWS




For
                the year
            
            For
                the yearended
            
            ended12/31/2007
            
            12/31/2006Audited
            
            RestatedAuditedCash
              flows (used in) operating activities:Net
                income (loss)
            
            $
            (907,311
            )
            $
            (1,140,427
            )Adjustments
                to reconcile net loss to net cash provided by(used
                in) operating activities:Issued
                (canceled) for services and debt
            
            
            (432,338
            )
            
            1,517,791Write
                off of Century Innovations
            
            
            -
            
            
            108,469Noncash
                expenses associated with convertible debt
            
            
            
            
            
            (308,413
            )Change
                in warrant liability
            
            
            -
            
            
            (339,327
            )Change
                in derivative liability
            
            
            -
            
            
            (633,868
            )Depreciation
                and amortization
            
            
            215,311
            
            
            206,469Forgiveness
                of debt
            
            
            -
            
            
            (592,186
            )(Increase)
                decrease in accounts receivable
            
            
            (666,005
            )
            
            (151,681
            )(Increase)
                decrease in related party receivable
            
            
            (1,530,124
            )
            
            -(Increase)
                decrease in prepaid expenses
            
            
            202,960
            
            
            (144,877
            )(Increase)
                decrease in deposits
            
            
            26,131
            
            
            (21,500
            )Increase
                (decrease) in accounts payable
            
            
            56,678
            
            
            89,188Increase
                (decrease) in accrued expenses
            
            
            36,722
            
            
            (719,427
            )Net
                cash used by operating activities
            
            
            (2,997,976
            )
            
            (2,129,789
            )Cash
                flows (used in) investing activities:Purchase
                of property and equipment
            
            
            226,169
            
            
            (2,404,229
            )Net
                cash used by investing activities
            
            
            226,169
            
            
            (2,404,229
            )Cash
                flows from financing activities:Increase
                (decrease) in notes payable
            
            
            (321,126
            )
            
            2,511,395Increase
                (decrease) in loan payable to Comerica Bank
            
            
            1,727,688
            
            
            -Increase
                (decrease) in related party payable
            
            
            -
            
            
            (9,000
            )Increase
                (decrease) in convertible debt
            
            
            (2,231,481
            )
            
            2,120,495Issuance
                of warrant related to debt
            
            
            -
            
            
            198,130Issuance
                of common stock
            
            
            3,051,367
            
            
            30,000Net
                cash provided by financing activities
            
            
            2,226,448
            
            
            4,851,020Net
                increase (decrease) in cash
            
            
            (545,359
            )
            
            317,002Balance
                - beginning
            
            
            592,289
            
            
            275,287Balance
                - ending
            
            $
            46,930
            
            $
            592,289Interest
                paid
            
            $
            184,314
            
            $
            60,558Taxes
                paid
            
            
            -
            
            $
            -




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, 2007, 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, 2007.





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.




F-7





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.





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,
      2007 amounted to $9,000.





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, 2007, the Company had three major clients,
      Ipsos-Reid (21.2%), Orbis (10.6%), and Synovate (8.3%). Management believes
      the
      loss of one of these key clients would materially affect the operations of
      the
      company in the short term.





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.





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.




F-8





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 becAme 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.




NOTE
      3 -
      PROPERTY AND EQUIPMENT





Property
      and equipment are made up of the following as of December 31, 2007:


Equipment
                  and machinery
              
              $
              922,889Office
                  equipment
              
              
              1,072,913Leasehold
                  improvements
              
              
              2,004,285Software
                  License
              
              
              230,0004,230,087Less:
                  Accumulated depreciation &Amortization
              
              
              (1,083,299
              )$
              3,146,788




NOTE
      4 -
      NOTES PAYABLE





Since
      November 2004, the company had entered into several 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, 2007.





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.




F-10





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.





In
      2007,
      6,559,919 shares were issued to settle $2,055,065 of principal and interest
      on
      the convertible notes. An additional 2,841,667 shares were issued to satisfy
      outstanding warrants.





As
      of
      December 31, 2007, the unpaid note principal amount due is $157,500, and there
      is accrued and unpaid interest of $32,255.




NOTES
      PAYABLE - $2,274,288, JUNE 2006





In
      June
      2006, the Company issued $2,274,288 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.





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.
      After the latter allocations, there was $318,796 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.





In
      December, 2007, accrued interest of $25,753 was added to one of the notes
      increasing the principal amount of the note to $1,728,612.





As
      of
      December 31, 2007, both notes are unpaid and there is $161,424 of accrued
      interest.




F-11





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. In 2007, the note
      holder converted some debt and interest into shares of stock along with the
      exercise of the warrants which were attached to the note.





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.





In
      December, 2007 accrued interest of $40,685 was added to the note increasing
      the
      amount of the note at December 31, 2007 to $1,193,643.





There
      is
      $5,307 of accrued interest outstanding at December 31, 2007.





In
      December, 2007, the Company issued a Secured Promissory Note in the amount
      of
      $103,665 at an interest rate of 14% per annum. This note was for interest and
      penalties that had accrued previously.





At
      December 31, 2007, this note is unpaid and there is $19,682 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, 2007:





Note
      payable to a lender, monthly payments of $10,044 inclusive of 15.00% annual
      interest through May 2009. At December 31, 2007 the balance due was
      $152,979.





Note
      payable to a lender, monthly payments of $4,849 inclusive of 15.00% annual
      interest through December 2007. At December 31, 2007 the balance due was $4,789.





Note
      payable to a lender, monthly payments of $2,424 inclusive of 15.00% annual
      interest through March, 2009. At December 31, 2007 the balance due was
      $32,972


Total
                  Notes Payable
              
              $
              190,740Less
                  current portion
              
              
              (144,769
              )Long-Term
                  portion of Notes Payable
              
              $
              45,977




Principal
      maturities are as follows:


Twelve
                  months ended December 31, 2008
              
              $
              147,133Twelve
                  months ended December 31, 2009
              
              
              43,607$
              190,740




F-12





Additionally,
      the company has the following short term notes payable as of December 31,
      2007.


Wells
                  Fargo Bank
              
              $
              35,499





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, 2007Depreciation
                  and amortization
              
              $
              7,768Net
                  operating loss carry forward
              
              
              6,365Valuation
                  allowance
              
              
              (14,133
              )$
              -





The
      components of the net deferred tax asset at December 31, 2007 under SFAS 109
      are
      as follows:


Depreciation
                  and amortization
              
              $
              1,000,531Net
                  operating loss carryforward
              
              
              (2,195,449
              )Valuation
                  allowance
              
              
              287,607$
              -





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
                December
                  31,
              
              Percent
                    ofPretax2006
              
              IncomeExpected
              
              $
              14,133
              
              
              34
              %Valuation
                  allowance
              
              
              (14,133
              )
              
              (34
              %)Actual
                  expense
              
              $
              -
              
              
              0
              %




NOTE
      7 -
      COSTA RICA OPERATIONS - RELATED PARTY TRANSACTION





The
      Company has a receivable due from Datascension, S.A. in the amount of
      $1,530,124, which is prepayment for various operating expenses. Datascension
      S.A. is controlled by Scott Kincer but will be merged into Datascension, Inc.
      during 2008.




F-13





NOTE
      8 -
      STOCKHOLDERS' EQUITY





The
      company issued shares of common stock for services during the 12 months ended
      December 31, 2007.





50,000
      shares were issued to a consultant as compensation, valued at
      $60,000.





10,000
      shares were issued to a lender in connection with a loan made, these shares
      were
      valued at $o.48 the date of the note, or $4,800.





171,429
      shares of common stock were issued to settle $60,000 of debt.





6,559,919
      shares were issued to settle $2,055,065 of principal and interest on the
      convertible notes. An additional 2,841,667 shares were issued to satisfy
      outstanding warrants with the settlement of $912,500 of debt.





3,111,410
      shares were issued to satisfy outstanding warrants as part of the Convertible
      Note Agreement. No funds were received.





100,000
      Warrants were issued to Robert Sandelman, a director and 100,000 Warrants were
      issued to David Lieberman, a director with a five year term and a $0.30 exercise
      price.




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 2013.





At
      December 31, 2007, aggregate future minimum payments under these leases, are
      as
      follows:


Twelve
                  months ended December 31,2008
              
              $
              825,9842009
              
              
              825,9842010
              
              
              825,984Total
                  minimum lease payments through 2010
              
              $
              2,477,952




NOTE
      10 -
      RELATED PARTY TRANSACTIONS





One
      of
      the company's directors, Robert Sandelman, is a principal shareholder in
      Sandelman & Associates which accounted for approximately 7.6% of sales
      during the year ended 2007. The fees paid by Sandelman & Associates are at
      arm's length and comparable to those paid by the other clients of the
      company.




F-14





There
      are
      no other related party transactions, other than that stated above and in notes
      4, 5 and 7.





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, 2007.





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


Year
                  Ended
              
              Year
                  EndedDecember
                  31, 2007
              
              December
                  31, 2006Weighted
                  Avg.
              
              Weighted
                  Avg.Shares
                  Exercise
              
              Shares
                  Exercise(x
                  1,000)
              
              Price
              
              (x
                  1,000)
              
              PriceOptions
                  and warrantsoutstanding
                  atbeginning
                  of year
              
              
              9,440
              
              $
              0.33
              
              
              4,910
              
              $
              0.32Granted:Options
              
              
              -
              
              
              -
              
              
              3,250
              
              $
              0.30Warrants
              
              
              200
              
              $
              .30
              
              
              1,280
              
              $
              0.45Exercised
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -Expired:Warrants
              
              
              (-
              )
              $
              -
              
              
              -
              
              $
              -Options
                  and warrantsoutstanding
                  andexercisable
                  at endof
                  period
              
              
              9,640
              
              $
              0.33
              
              
              9,440
              
              $
              0.33Weighted
                  average fairvalue
                  of options andwarrants
                  granted duringthe
                  year
              
              
              
              
              $
              -
              
              $
              -





F-15


Year


The
      following table summarizes information about the Company's stock options and
      warrants outstanding at December 31, 2007, all of which are
      exercisable.


Weighted
                      Average
                    Range
                      of Number
                    Exercise
                      Prices
              
              
              Remaining
                  Outstanding
              
              
              Weighted
                    Average
                  Contractual
              
              
              Life
                  Exercise Price$
                  0.30 - 0.50
              
              
              9,640,000
              
              
              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 outsourcing in the Dominican Republic. 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.





NOTE
      14 -
      CREDIT AGREEMENT





On
      September 6, 2007, Datascension, Inc. (the “Company”), as borrower, entered into
      a Credit Agreement with Comerica Bank, as lender (dated as of August 30, 2007),
      which provides for a revolving credit facility of up to $2,000,000. The Credit
      Agreement provides for a one year term, and outstanding balances bear interest
      at the rate equal to the prime rate (as determined by Comerica Bank from time
      to
      time) plus two percent (2%). Under the Credit Agreement, the Company may borrow
      funds from Comerica Bank from time to time in an amount equal to 85% of eligible
      receivables (as set forth in the Credit Agreement), and all advances under
      the
      Credit Agreement are secured by a first lien against all of the assets of
      Datascension, Inc. and its subsidiary, Datascension, Inc. (a California
      corporation), as well as a pledge of the stock of the subsidiary. As of December
      31, 2007, the amount due under the Credit Agreement was $1,727,688.




F-16





NOTE
      15 -
      SUBSEQUENT EVENT





On
      January 22, 2008, Mr.
      David
      Lieberman was appointed as Chief Financial Officer of issuer. Mr. Lieberman
      has
      no written contract at present; however, verbal agreement calls for employment
      of Mr. Lieberman on an at will basis, with a salary of $180,000 per year, which
      may be the subject of a written agreement in the future.




Mr.
      Lieberman has over forty years of financial experience beginning with five
      years
      as an accountant with Price Waterhouse, from 1967 through 1972.




Mr.
      Lieberman's experience includes serving in various Senior Executive positions
      with a strong financial and operations background. Mr. Lieberman is the Audit
      Committee Chairman and a Director of South Texas Oil Company. Most recently,
      Mr.
      Lieberman served as Chief Operating and Financial Officer of Dalrada Financial
      Corporation, a publicly traded payroll processing company, based in San Diego.
      Prior to that position, he had been Chief Financial Officer for John Goyak
&
Associates, Inc., a Las Vegas-based aerospace consulting firm. In the 1990’s,
      Mr. Lieberman served as President and Chief Operating Officer of both JLS
      Services, Inc. and International Purity, and also served as Chief Financial
      Officer for California Athletic Clubs, Inc.




Mr.
      Lieberman attended the University of Cincinnati, where he received his B.A.
      in
      Business, and is a licensed CPA in the state of California. He resides in Las
      Vegas, Nevada .




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





None





**ITEM
      8A(T). CONTROLS AND PROCEDURES.**





Evaluation
      of Disclosure Controls and Procedures




As
      of the
      end of the period covered by this Annual Report on Form 10-KSB, management
      performed, with the participation of our Chief Executive Officer and Chief
      Accounting Officer, an evaluation of the effectiveness of our disclosure
      controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the
      Exchange Act. Our disclosure controls and procedures are designed to ensure
      that
      information required to be disclosed in the report we file or submit under
      the
      Exchange Act is recorded, processed, summarized, and reported within the time
      periods specified in the SEC’s forms, and that such information is accumulated
      and communicated to our management including our Chief Executive Officer and
      our
      Chief Accounting Officer, to allow timely decisions regarding required
      disclosures. Our Chief Executive Officer and our Chief Accounting Officer
      concluded that, as of December 31, 2007, our disclosure controls and
      procedures were effective.





Management's
      Annual Report on Internal Control Over Financial Reporting.




29





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the company in accordance with as defined
      in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
      over financial reporting is designed to provide reasonable assurance regarding
      the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles. Our internal control over financial reporting includes
      those policies and procedures that:





(i)
      pertain to the maintenance of records that, in reasonable detail, accurately
      and
      fairly reflect the transactions and dispositions of our assets;





(ii)
      provide reasonable assurance that transactions are recorded as necessary to
      permit preparation of financial statements; and





(iii)
      provide reasonable assurance regarding prevention or timely detection of
      unauthorized transactions.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





Management's
      assessment of the effectiveness of the small business issuer's internal control
      over financial reporting is as of the year ended December 31, 2007. In making
      this assessment, our management used the criteria set forth by the Committee
      of
      Sponsoring Organizations of the Treadway Commission (COSO) in *Internal
      Control - Integrated Framework* and *Internal
      Control over Financial Reporting-Guidance for Smaller Public Companies.* We
      believe that internal control over financial reporting is effective. We have
      not
      identified any, current material weaknesses considering the nature and extent
      of
      our current operations and any risks or errors in financial reporting under
      current operations.





This
      annual report does not include an attestation report of the company's registered
      public accounting firm regarding internal control over financial reporting.
      Management's report was not subject to attestation by the Company's registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management's report in this annual report.





There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal quarter ended December 31, 2007, that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.




There
      have been no changes during the quarter ended December 31, 2007 in our Company's
      internal control over financial reporting identified in connection with the
      evaluation required by Exchange Act Rules 13a-15(d) and 15d-15(d) that have
      material affected, or are reasonably likely to materially affect, our internal
      controls over our financial reporting.




30




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, 2007:


Name
              
              Age
              
              Position/Office
              
              Served
                  SinceDavid
                  Scott Kincer
              
              41
              
              Chairman/President/CEO
              
              September
                  2001Joseph
                  Harmon
              
              33
              
              Secretary/COO/Director
              
              September
                  2001David
                  Lieberman
              
              63
              
              Director
              
              May
                  2006Robert
                  Sandelman
              
              63
              
              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 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.





Joseph
      Harmon - Secretary/COO/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.




31





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 South Texas Oil Company, 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
      forty 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.





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.




32





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.





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.




33





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.





We
      are
      not aware of any person who at any time during the fiscal year ended December
      31, 2007, was a director, officer, or beneficial owner of more than ten percent
      of our common stock, who failed to file reports required by Section 16(a) of
      the
      Securities Exchange Act of 1934 during such fiscal year, which have not been
      accurately updated, even if not on a timely basis.





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.




34





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
              
              
              2007
              
              $
              275,000
              
              
              
              
              
              
              
              
              
              
              $
              12,000
              (1)
              $
              287,000David
                  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)David
                  Lieberman - CFO
              
              
              2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              42,500
              (2)
              
              42,500Joseph
                  Harmon - COO
              
              
              2007
              
              $
              140,000
              
              
              147,000
              (3)
              
              
              
              
              
              
              $
              30,000
              (1)
              $
              317,000Joseph
                  Harmon - V.P.
              
              
              2006
              
              $
              133,827
              
              
              169,686
              (3)
              
              45,000
              (5)
              
              91,982
              (5)
              
              6,824
              (4)
              $
              447,319Joseph
                  Harmon - V.P.*
              
              
              2005
              
              $
              85,746
              
              
              0
              
              
              0
              
              
              0
              
              
              201,630
              (3)(4)


(1)
              Housing
                  allowances.


35




(2)
            Professional
                fees.


(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").





(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.




36





(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 $14.00 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")





(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 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.




37





(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, 2007 for any service provided as a director,
      except as follows.





DIRECTOR
      COMPENSATION TABLE








Name
            
            Fees
                Earned or Paid in Cash
            
            Stock
                Awards
            
            Option
                Awards (1)
            
            Non-Equity
                Incentive Plan Compensation
            
            Nonqualified
                Deferred Compensation Earnings
            
            All
                Other Compensation
            
            TotalDavid
                Lieberman
            
            
            -
            
            $
            -
            
            
            -100,000
            
            
            -
            
            
            -
            
            
            -
            
            $
            9000Robert
                Sandelman
            
            
            -
            
            $
            -
            
            
            -100,000
            
            
            -
            
            
            -
            
            
            -
            
            $
            9000




(1)
      Warrants to purchase common stock, at an exercise price of $.30 per
      share.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR END FOR 2007





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 Stock That Have Not Vested
            
            
            Market
                Value of Shares or Units of Stock That Have Not Vested
            
            
            Number
                of Unearned Shares 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 CEO
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Joseph
                Harmon COO
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -




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
            
            
            7.66
            %Warrants
            
            
            David
                Scott Kincer
            
            
            1,040,000
            
            
            2.91
            %Common
            
            
            Joseph
                Harmon
            
            
            400,556
            
            
            1.12
            %Warrants
            
            
            Joseph
                Harmon
            
            
            285,000
            
            
            .80
            %Common
            
            
            Robert
                Sandelman
            
            
            259,167
            
            
            .72
            %Warrants
            
            
            Robert
                Sandelman
            
            
            100,000
            
            
            0.28
            %Common
            
            
            David
                Lieberman
            
            
            30,000
            
            
            0.08
            %Warrants
            
            
            David
                Lieberman
            
            
            100,000
            
            
            0.28
            %**Common
                & Warrants**
            
            
            **Officers
                and Directors as a group**
            
            
            **4,956,890**
            
            
            **13.85**
            **%**Common
            
            
            Murray
                Conradie
            
            
            1,363,628
            
            
            3.81
            %Warrants
            
            
            Murray
                Conradie
            
            
            540,000
            
            
            1.51
            %Common
            
            
            Longview
                Fund, LP (3)
            
            
            18,322,671
            
            
            51.22
            %Warrants
            
            
            Longview
                Fund, LP (3)
            
            
            3,013,644
            
            
            8.42
            %Common
            
            
            Alpha
                Capital Anstalt (4)
            
            
            1,126,044
            
            
            3.15
            %Warrants
            
            
            Alpha
                Capital Anstalt (4)
            
            
            2,257,654
            
            
            6.31
            %




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





(2)
      The
      percentage ownership calculations listed above are based upon 35,775,972 shares
      of common stock being outstanding and common stock issuable upon exercise of
      warrants which are exercisable within 60 days, as of April 14, 2008. 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





One
      of
      the company's directors, Robert Sandelman, is a principal shareholder in
      Sandelman & Associates which accounted for approximately 7.6% of sales
      during the year ended 2007. The fees paid by Sandelman & Associates are at
      arm's length and comparable to those paid by the other clients of the
      company.





The
      Company has a receivable due from Datascension, S.A. in the amount of
      $1,530,124, which is prepayment for various operating expenses. Datascension
      S.A. is controlled by Scott Kincer but will be merged into Datascension, Inc.
      during 2008.





There
      are
      no other related party transactions, other than that stated above and with
      respect to financing arrangements with Longview Fund, L.P.





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)




40




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)




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)




41




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)




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)




10.46.
      Credit Agreement with Comerica Bank, dated as of August 30, 2007, and related
      ancillary agreements




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





31.1
      and
      32.2 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.




42





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
      and
      32.2 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.





(b)
      Reports on Form 8-K





DSEN’s
      Report of Form 8-K, dated September 10, 2007





DSEN’s
      Report of Form 8-K, dated October 16, 2007





DSEN’s
      Report of Form 8-K/A, dated November 5, 2007





DSEN’s
      Report of Form 8-K, dated December 21, 2007





ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit
      Fees





For
      the
      fiscal years ended December 31, 2006, the Company's principal accountant billed
      $20,000, 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, 2007 and 2006, 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, 2007 and 2006, 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, 2007 and 2005, the Company's principal
      accountant billed $0 and $0, respectively, for products and services other
      than
      those described above.





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.





43




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.April
              14,
              2008By:
            /s/
              D.
              Scott KincerD.
              Scott KincerPresident and Chief Executive
              Officer




In
      accordance with Section 13 or 15(d) of the Exchange Act, this report has been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





Signature
            
            Title
            
            Date/s/
                D. SCOTT KINCER
            
            President
                and Chief Executive Officer
            
            April
                14, 2008D.
                Scott Kincer
            
            and
                Director
              (Principal
                  Executive Officer)/s/
                DAVID LIEBERMAN
            
            Chief
                Financial Officer and Director
            
            April
                14, 2008David
                Lieberman
            
            (Principal
                Accounting Officer)/s/JOSEPH
                HARMON
            
            Chief
                Operting Officer and Director
            
            April
                14, 2008Joseph
                Harmon




44