U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)




xQUARTERLY REPORT
UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934




For the
quarterly period ended March 31, 2009





 ̈TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from ___________ to ___________





Commission
file number: 000-29087





Datascension,
Inc.


(Exact
name of registrant as specified in its charter)





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





532
      Pima Canyon Court, Las Vegas, NV
            
            89144(Address
      of principal executive offices)
            
            (Zip
      Code)





702-233-6785


(Issuer's
telephone number)







(Former
name, former address and former fiscal year,


if
changed since last report)





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 xNo  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            (Do
      not check if a smaller reporting company)
            Smaller
      reporting company x





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, everyInteractive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during thepreceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).Yes   oNooNot applicable.











Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈No x


APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDING
DURING THE PRECEDING FIVE YEARS





Check
whether the Registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.


Yes  ̈No  ̈





APPLICABLE
ONLY TO CORPORATE ISSUERS





The
Registrant has 21,307,361 shares outstanding, par value $.001 per share as of
May 15, 2009.









TABLE OF
CONTENTS





Page
              No.PART
      I.
            
            FINANCIAL
      INFORMATION
            
            3Item
      1.
            
            Financial
      Statements
            
            4Balance
      Sheet (unaudited)
            
            4Statements
      of Operations (unaudited)
            
            5Statements
      of Cash Flows (unaudited)
            
            6Notes
      to Financial Statements
            
            7Item
      2.
            
            Management's
      Discussion and Analysis of Plan of Operation
            
            18Item
      3.
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            21Item
      4T.
            
            Controls
      and Procedures
            
            21PART
      II.
            
            OTHER
      INFORMATION
            
            22Item
      1.
            
            Legal
      Proceedings
            
            22Item
      2.
            
            Unregistered
      Sales of Equity and Use of Proceeds
            
            22Item
      3.
            
            Defaults
      upon Senior Securities
            
            22Item
      4.
            
            Submission
      of Matters to a Vote of Security Holders
            
            22Item
      5.
            
            Other
      Information
            
            23Item
      6.
            
            Exhibits
            
            23Signatures
            
            23




2




PART I.
FINANCIAL INFORMATION





Item 1.
Financial Statements.





The
unaudited condensed consolidated financial statements of Datascension, Inc., a
Nevada corporation ("DSEN"), included herein have been prepared in accordance
with the instructions to quarterly reports on Form 10-Q pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote data necessary for fair presentation of financial position and
results of operations in conformity with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
therefore suggested that these financial statements be read in conjunction with
the summary of significant accounting policies and notes to financial statements
included in DSEN's Annual Report on Form 10-k for the year ended December 31,
2008.





In the
opinion of management, all adjustments necessary in order to make the financial
position, results of operations and changes in financial position at March 31,
2009, and for all periods presented not misleading have been made. The results
of operations for the period ended March 31, 2009 are not necessarily an
indication of operating results to be expected for the full year ending December
31, 2009.




3






DATASCENSION,
INC.


CONDENSED
CONSOLIDATED BALANCE SHEET




03/31/2009
            
            
            12/31/2008UNAUDITED
            
            
            AUDITEDASSETSCurrent
      assets:Cash
            
            $
            324,750
            
            
            $
            73,713Accounts
      receivable
            
            
            1,234,449
            
            
            
            1,303,960Prepaid
      expenses
            
            
            32,180
            
            
            
            14,322Total
      current assets
            
            
            1,591,379
            
            
            
            1,391,995Property
      and equipment, net of depreciation
            
            
            1,591,624
            
            
            
            1,633,139Other
      assets:Deposits
            
            
            121,289
            
            
            
            116,016Total
      other assets
            
            
            121,289
            
            
            
            116,016Total
      assets
            
            $
            3,304,292
            
            
            $
            3,141,150LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
            
            $
            279,501
            
            
            $
            490,845Accrued
      expenses
            
            
            2,606,026
            
            
            
            2,197,641Short
      term notes payable
            
            
            10,438
            
            
            
            17,464Current
      portion of long term debt
            
            
            4,174,553
            
            
            
            55,488Total
      current liabilities
            
            
            7,070,518
            
            
            
            2,761,438Long
      term debt notes payable, net of current portion
            
            
            --
            
            
            
            4,154,849Total
      liabilities
            
            
            7,070,518
            
            
            
            6,916,287Stockholders'
      (deficit) equityCommon
      stock, $0.001 par value, 200,000,000 shares authorized 21,307,361 issued
      and outstanding at March 31, 2009 and December 31, 2008
      respectively
            
            
            21,307
            
            
            
            21,307Additional
      paid in capital, common stock
            
            
            16,361,777
            
            
            
            16,361,777Preferred
      stock, Series B, $0.001 par value, 20,000,000 shares authorized, 505,900
      shares issued and outstanding at March 31, 2009 and December 31,
      2008
            
            
            506
            
            
            
            506Additional
      paid in capital, preferred Series B
            
            
            481,994
            
            
            
            481,994Preferred
      stock, Series C
            
            
            1
            
            
            
            1Additional
      paid in capital, preferred Series C
            
            
            14,999
            
            
            
            14,999Treasury
      stock (15,095,833 shares), at cost
            
            
            (134,388)
            )
            
            
            (134,388)Accumulated
      deficit
            
            
            (20,512,422
            )
            
            
            (20,521,333)Total
      stockholders' (deficit) equity
            
            
            (3,766,226)
            )
            
            
            (3,775,137)Total
      liabilities and stockholders' (deficit) equity
            
            $
            3,304,292
            
            
            $
            3,141,150




The
accompanying notes to the financial statements should be read in conjunction
with the above financial statements




4




DATASCENSION,
INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)




For the
            
            
            For theThree months
            
            
            Three monthsEnded
            
            
            Ended3/31/2009
            
            
            3/31/2008Revenues
            
            $
            3,773,187
            
            
            $
            5,347,987Cost
      of  goods sold
            
            
            3,106,504
            
            
            
            4,466,155Gross
      profit
            
            
            666,683
            
            
            
            881,832Expenses:Selling,
      general and administrative
            
            
            437,328
            
            
            
            680,848Depreciation
      and amortization
            
            
            91,617
            
            
            
            60,459Total
      expenses
            
            
            528,945
            
            
            
            741,307Operating
      Income
            
            
            137,738
            
            
            
            140,525Other
      income(expense):Other
      income
            
            
            17,118
            
            
            
            -Interest
      expense
            
            
            (145,945
            )
            
            
            (207,415
            )Total
      other income (expense)
            
            
            (128,827
            )
            
            
            (207,415
            )Net
      income (loss) before income taxes
            
            
            8,911
            
            
            
            (66,890
            )Income
      taxes
            
            
            
            
            
            
            -Net
      income (loss)
            
            $
            8,911
            
            
            $
            (66,890
            )Basic
      weighted average number of common shares outstanding
            
            
            21,307,361
            
            
            
            36,018,365Diluted
      weighted average number of common shares outstanding
            
            
            21,307,361
            
            
            
            36,018,365Basic
      net profit (loss) per share
            
            $
            0.00
            
            
            $
            (0.00
            )Diluted
      net loss per share
            
            $
            0.00
            
            
            $
            (0.00
            )




The
accompanying notes to the financial statements should be read in conjunction
with the above financial statements.





5







DATASCENSION,
INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)




Unaudited
            
            
            UnauditedFor the
            
            
            For theThree months ended
            
            
            Three months ended3/31/2009
            
            
            3/31/2008Cash
      flows from operating activitiesNet
      profit (loss)
            
            $
            8,911
            
            
            $
            (66,890
            )Adjustments
      to reconcile net loss to net cash provided (used)by
      operating activities:Depreciation
      and amortization
            
            
            91,617
            
            
            
            60,459Changes
      in operating assets and liabilities:Decrease  in
      accounts receivable
            
            
            69,511
            
            
            
            152,381Decrease  in
      receivable due from related party
            
            
            -
            
            
            
            235,441Increase
      in prepaid expenses
            
            
            (17,858
            )
            
            
            (35,620)Increase
      in deposits
            
            
            (5,273
            )
            
            
            (18,597
            )Increase  in
      accounts payable
            
            
            (211,344
            )
            
            
            (203,628
            )Increase
      (decrease) in accrued expenses
            
            
            408,385
            
            
            
            (91,846
            )Net
      cash used by operating activities
            
            
            343,949
            
            
            
            31,700Cash
      flows from investing activitiesPurchases
      of property and equipment
            
            
            (50,102
            )
            
            
            (13,813
            )Net
      cash used by investing activities
            
            
            (50,102
            )
            
            
            (13,813
            )Cash
      flows from financing activitiesDecrease
      in notes payable
            
            
            (7,026
            )
            
            
            42,860Decrease
      in convertible debt/notes payable
            
            
            (35,784
            )
            
            
            (243,748
            )Issuance
      of common stock
            
            
            -
            
            
            
            149,508Net
      cash used  by financing activities
            
            
            (42,810)
            
            
            
            (51,380
            )Net
      increase (decrease) in cash
            
            
            251,037
            
            
            
            (33,493)Cash,
      beginning balance
            
            
            73,713
            
            
            
            46,930Cash,
      ending balance
            
            $
            324,750
            
            
            $
            13,437Interest
      paid
            
            $
            51,298
            
            
            $
            40,263Taxes
      paid
            
            $
            -
            
            
            $
            800Supplemental
      disclosure of non-cash transactionsDebt
      converted to equity
            
            $
            -
            
            
            $
            77,807





The
accompanying notes to the financial statements should be read in conjunction
with the above financial statements.




6




DATASCENSION,
INC.


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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 Swiss Technique, 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 is a data
solutions company representing a unique expertise in the collecting, storage,
processing, and interpretation of data. During 2002, Datascension expanded
operations into Costa Rica where it has continued to conduct most of its
operations.





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.





Cash and
Cash Equivalents





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





Consolidation
Policy





The
accompanying consolidated financial statements include the accounts of
Datascension, Inc. and Datascension International, Inc. Datascension
International, Inc. was merged into the Company during 2008.  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.





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 three months ended March 31, 2009.





Income
taxes:




The
Company follows SFAS No. 109, “Accounting for Income Taxes.” Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. A valuation allowance has been provided for the
Company's net deferred tax asset, due to uncertainty of
realization.





Effective
January 1, 2007, the Company adopted Financial Accounting Standard Board
Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN
48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with SFAS Statement No. 109
Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in tax return. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting interim period, disclosure and transition. There were no adjustments
required upon adoption of FIN 48.




7





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:




Leasehold
      improvements
            6.25
      yearsComputer
      equipment
            5
      yearsFurniture
      and fixtures
            5-10
      yearsOffice
      equipment
            5
      years





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.





Goodwill
and Other Intangible Assets





In
accordance with SFAS 142, “Goodwill and Other Intangible Assets” the Company
assesses the impairment of identifiable intangibles whenever events or changes
in circumstances indicate that the carrying value may not be recoverable.
Intangible assets were comprised of website assets. Factors the Company
considers to be important which could trigger an impairment review include the
following:





1.
            Significant
      underperformance relative to expected historical or projected future
      operating results;





2.
            Significant
      changes in the manner of use of the acquired assets or the strategy for
      the overall business; and





3.
            Significant
      negative industry or economic
trends.





When the
Company determines that the carrying value of intangibles may not be recoverable
based upon the existence of one or more of the above indicators of impairment
and the carrying value of the asset cannot be recovered from projected
undiscounted cash flows, the Company records an impairment charge. The Company
measures any impairment based on a projected discounted cash flow method using a
discount rate determined by management to be commensurate with the risk inherent
in the current business model. Significant management judgment is required in
determining whether an indicator of impairment exists and in projecting cash
flows. A provision for the write down of goodwill and website asset costs had
been made during the year ended December 31, 2008 and is summarized in Note
11.





8





Long-Lived
Assets





In
accordance with FASB Statement 144,Accounting for the Impairment or
Disposal of Long-Lived Assets, the carrying value of intangible assets
and other long-lived assets are reviewed, such as other properties and
equipment, on a regular basis for the existence of facts or circumstances that
may suggest impairment. The Company recognizes impairment when the sum of the
expected undiscounted future cash flow is less than the carrying amount of the
asset. The Company measures impairment losses, if any, as the excess of the
carrying amount of the asset over its estimated fair value. A provision for the
write down of property and equipment asset costs had been made during the year
ended December 31, 2008 and is summarized in Note 11 herein below.





Foreign
Currency Translation





The
Company's functional currency is the U.S. dollar. In those instances where DSEN
has foreign currency transactions, the financial statements are translated to
U.S. dollars in accordance with Statement 52 of the Financial Accounting
Standards Board (FASB), Foreign Currency Translation.  Monetary assets
and liabilities denominated in foreign currencies are translated using the
exchange rate prevailing at the balance sheet date. Gains and losses arising on
translation or settlement of foreign-currency-denominated transactions or
balances are included in the determination of income. The Company's primary
foreign currency transactions are in Costa Rica Colon. The Company has not
entered into derivative instruments to offset the impact of foreign currency
fluctuations. The Company has had nominal translation or transactions gains or
losses of substance to reflect during either the three months ended March 31,
2009 or the year ended December 31, 2008.





Net
Loss Per Share





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





Diluted
net loss 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.





Advertising


Advertising
costs are expensed when incurred. Advertising for the three months ended March
31, 2009 and the years ended December 31, 2008 amounted to $ 396and $36,267,
respectively.




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.




9





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





Major
Customers





During
the quarter ended March 31, 2009, the Company had three major clients, Synovate
(12.7%), 1-800 Flowers (11.0%), and  Sandelman & Associates
(9.1%).  Management believes the loss of one of these key clients
would materially affect the operations of the Company in the short
term.





During
the year ended December 31, 2008, the Company had three major clients,
Ipsos-Reid (15.0%), Synovate  (11.5%), and Nielsen (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





In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. However, on February
12, 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, “Effective
Date of FASB Statement No. 157,” (“FSP No. 157-2”), which delays the effective
date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities,
except for items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after November 15,
2008, and interim periods within those fiscal years for items within scope of
FSP No. 157-2. The adoption of SFAS No. 157, effective for the year ended
December 31, 2008, did not have a material impact on our consolidated financial
position or results of operations.





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS
No.159, “The Fair Value Option for Financial Assets and Financial Liabilities -
Including an amendment of FASB Statement No.115”. SFAS No.159 permits entities
to choose to measure eligible financial instruments and other items at fair
value at specified election dates. A business entity shall report unrealized
gains and losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date. The fair value option may be applied
instrument by instrument but only upon the entire instrument - not portions of
the instrument. Unless a new election date occurs, the fair value option is
irrevocable. SFAS No.159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. The adoption of SFAS No. 159,
effective for the year ended December 31, 2008, did not have a material impact
on our financial position or results of operations.





On
December 12, 2007, Emerging Issues Task Force (“EITF”) No. 07-01,
"Accounting for Collaborative Arrangements Related to the Development and
Commercialization of Intellectual Property," ("EITF No. 07-01"), was
issued. EITF No. 07-01 prescribes the accounting for collaborations. It requires
certain transactions between collaborators to be recorded in the income
statement on either a gross or net basis within expenses when certain
characteristics exist in the collaboration relationship. EITF No. 07-01 is
effective for the Company's collaborations existing after January 1, 2009.
The adoption of “EITF No. 07-01   did not have a material impact
on our financial position or results of operations.




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations,” (“SFAS No. 141(R)”), which replaces FASB Statement
No. 141. SFAS No. 141(R) establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-controlling
interest in the acquiree, the goodwill acquired and the expenses incurred in
connection with the acquisition. SFAS No. 141(R) also establishes
disclosure requirements to enable the evaluation of the nature and financial
effects of the business combination. SFAS No. 141(R) is effective for
fiscal years beginning after December 15, 2008. Earlier adoption is not
permitted. As a result, the Company will apply the provisions of SFAS
No. 141(R) prospectively to business combinations that close on or after
January 1, 2009. An entity may not apply it before that date. Currently,
SFAS 141(R) is not expected to have a material impact on the Company’s financial
condition or results of operations. However, if the Company engages in business
combination after January 1, 2009, SFAS 141(R) could have a material impact on
accounting for the transaction.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financials Statements, an Amendment of ARB No. 51” (“SFAS No.
160”). SFAS No. 160 clarifies the accounting for noncontrolling interests and
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary, including classification as a component of equity. SFAS No. 160
is effective for fiscal years beginning after December 15, 2008 (that is,
beginning in the Company’s Fiscal 2009). Earlier adoption is prohibited.
 This Statement shall be applied prospectively as of the beginning of the
fiscal year in which this Statement is initially applied, except for the
presentation and disclosure requirements. The presentation and disclosure
requirements shall be applied retrospectively for all periods presented. As the
Company does not have noncontrolling interests in its subsidiary, SFAS 160 is
not expected to have a material impact on consolidated financial position or
results of operations for the foreseeable future.




10





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities — An Amendment of FASB Statement
No. 133” (“SFAS No. 161”), which amends and expands the
disclosure requirements of SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities” to require qualitative disclosure about
objectives and strategies in using derivatives, quantitative disclosures about
fair value amounts of gains and losses on derivative instruments, and
disclosures about the underlying credit-risk-related contingent features in
derivative agreements. SFAS No. 161 is intended to improve financial
reporting by requiring transparency about the location and amounts of derivative
instruments in an entity’s financial statements; how derivative instruments and
related hedged items are accounted for under SFAS No. 133; and how
derivative instruments and related hedged items affect its financial position,
financial performance and cash flows. SFAS No. 161 is effective for
financial statements issued for fiscal years beginning after November 15,
2008, with early application encouraged. This Statement encourages, but does not
require, comparative disclosures for earlier periods at initial adoption. The
Company does not believe SFAS No. 161 has a material impact on its consolidated
financial statements and disclosures for the fiscal and interim periods
beginning January 1, 2009.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” The current GAAP hierarchy, as set forth in the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards No. 69, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles, has been criticized because (1) it is directed
to the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB
Statements of Financial Accounting Concepts. The FASB believes that the GAAP
hierarchy should be directed to entities because it is the entity (not its
auditor) that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP. Accordingly, the FASB
concluded that the GAAP hierarchy should reside in the accounting literature
established by the FASB and is issuing this Statement to achieve that result.
This Statement is effective 60 days following the SEC’s approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles. The
adoption of FASB 162  did not  have a material impact on the
Company’s financial position.





In June
2008, the Emerging Issues Task Force issued EITF 07-05, “Determining Whether an
Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF
07-05”), which supersedes the definition in EITF 06-01, “Accounting for
Consideration Given by a Service Provider to Manufacturers or Resellers of
Equipment necessary for an End-Customer to Receive Service from a Service
Provider” for periods beginning after December 15, 2008. The objective of EITF
07-05 is to provide guidance for determining whether an equity-linked financial
instrument (or Embedded Feature) is indexed to an entity’s own stock and it
applies to any freestanding financial instrument or embedded feature that has
all the characteristics of a derivative in FASB 133, “Accounting for Derivative
Instruments and Hedging Activities,” for purposes of determining whether that
instrument or embedded feature qualifies for the first part of the scope
exception in paragraph 11(a) of SFAS 133 (“the paragraph 11(a) Exception”). EITF
07-05 also applies to any freestanding financial instrument that is potentially
settled in an entity’s own stock, regardless of whether the instrument is within
the scope of EITF 00-19, “Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company has
determined EITF 07-05 does not have a material impact on its consolidated
financial position, results of operations and cash flows.





In June
2008, the FASB issued FSP Emerging Issues Task Force (EITF) No. 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities.” Under the FSP, unvested share-based payment awards
that contain rights to receive nonforfeitable dividends (whether paid or unpaid)
are participating securities, and should be included in the two-class method of
computing EPS. The FSP is effective for fiscal years beginning after December
15, 2008, and interim periods within those years, and did not expect to have a
material impact on the Company’s results of operations, financial condition or
cash flows.




11





In
October 2008, the FASB issued FSP SFAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset Is Not Active”, (“FSP 157-3”),
to clarify the application of the provisions of SFAS 157 in an inactive market
and how an entity would determine fair value in an inactive market. FSP 157-3
was effective upon issuance and applies to the Company’s current financial
statements. The application of the provisions of FSP 157-3 did not materially
impact the Company’s results of operations or financial condition for the three
months ended March 31, 2009.





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.





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 March 31, 2009:





Computer
      equipment
            
            $
            964,700Office
      equipment
            
            
            455,399Lease
            
            
            880,959Vehicles
            
            
            154,983Software
            
            
            14,4852,470,526Less
      accumulated depreciation and amortization
            
            
            878,902$
            1,591,624





Depreciation
expense for the three months ended March 31, 2009 was $91,617.




12





NOTE 4 –
LONG-TERM DEBT





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 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 March 31,
2009.





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  for a corresponding write off of the
liabilities associated with derivatives and the warrant liabilities on the
books.





In
November 2004, the Company issued $1,875,000 in principal amount of secured
promissory notes. 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 were due and
payable in November 2007. The notes were entered into pursuant to the terms of a
subscription agreement between the Company and the Holder.  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
long-term debt 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
March 31, 2009, the unpaid principal amount due on the remaining secured
convertible promissory note to Alpha Capital Anstalt, which was due in November
2007 and bears a default interest rate of 10% per annum, is $157,500. The note
holder has extended the due date of this note to January 15, 2010. There is
accrued and unpaid interest of $ 36,246 at March 31, 2009.





LONGVIEW
FUND, L.P. AND ALPHA CAPITAL ANSTALT





In June
2006, the Company issued two secured convertible promissory notes. One note is
due to Long View Fund L.P. (“Longview”) and had a principal amount of
$1,702,859 and the other note due to Alpha Capital Anstalt (“Alpha”) had a
principal amount of $571,429. 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
$1,702,859 promissory note due Longview accrues interest at a rate of 6% per
annum. Interest is to be paid quarterly.  The note was due and payable
in June 2008. It was entered into pursuant to the terms of a subscription
agreement between the Company and the Holder.  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 long-term debt in
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 the note due to
Longview increasing the principal amount of the note to $1,728,612. The $571,429
promissory note due to Alpha accrued interest at a rate of 6% per annum. The
interest rate on this note has increased to the 10% default rate.




13





The note
holders have extended the due date of the notes to January 15,
2010.





As of
March 31, 2009, both notes are unpaid and there is $353,591 of accrued
interest.





In
December 2006, the Company issued $2,065,458 in principal amount in a secured
promissory note to Longview. As part of the financing transaction, 1,280,000
warrants were issued to the note holder 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 note
due Longview described in the preceding paragraph accrues interest at a rate 14%
per annum. The note was due and payable in December 2008.  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 56%
volatility, five year terms, and a $0.45 exercise price. The debt discount of
$198,130 was amortized over the two year term of the note.





In
December 2007 accrued interest of $40,685 was added to the note due to Longview
increasing the amount of the note at December 31, 2007 to $1,193,643. The note
is unpaid and there is $ 256,650 of accrued interest outstanding at March 31,
2009.





Longview,
as the note holder, has extended the due date of the remainder due on the note
to January 15, 2010.





In
December, 2007, the Company issued a secured promissory note to Alpha Capital
Anstalt 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.  The
interest rate on this note has increased to the 18% default rate. At March 31,
2009, this note is unpaid and there is $41,920 of accrued interest.





Below is
a summary of secured convertible promissory notes payable due to Longview and
Alpha and related accrued interest payable at March 31, 2009.





Longview





Notes
            
            $
            2,922,255Accrued
      interest payable
            
            
            457,047$
            3,379,302





Alpha





Notes
            
            $
            832,594Accrued
      interest payable
            
            
            238,077$
            1,070,671





Interest
expenses incurred during the quarter ended March 31, 2009 on the above tabled
debt due to Longview and Alpha is as follows:





Longview
            
            $
            68,263Alpha
            
            
            21,149$
            89,412





On March
31, 2009, The Company entered into Waiver of Default Interest Agreements with
each of Longview Fund, L.P. and Alpha Capital Anstalt.  These
Agreements call for the making of two monthly interest payments at nondefaulted
interest rates to each of Longview Fund and Alpha Capital until all past due
interest is paid in full to each of Longview Fund and Alpha Capital and in
consideration of these payments being made, both companies have agreed to waive
default interest rates and additional interest owed due to the otherwise
increase of interest rates existing in indebtedness between the Company and each
of Longview Fund L.P. and Alpha Capital Anstalt, in the amounts of $117,215 and
$30,031, respectively.  The reductions in interest due are reflected
in the above stated interest numbers.




14





OTHER
CONVERTIBLE PROMISSORY NOTES





On or
about September 4, 2008, the Company borrowed $400,000 from three
individuals.  The Notes have a term of 18 months from the date of
issuance and bear interest at the rate of $12% per annum.  Interest is
due and payable quarterly in arrears during the term of the Notes and principal
and accrued and unpaid interest are due in full at maturity.  Warrants
to purchase 250,000 shares of the Company’s common stock were issued in
connection therewith.  The warrants have an exercise price of $.10 per
share and a term of five years from the date of issuance.





Based
upon the relative fair values of the convertible debt and warrants none of the
proceeds of $400,000 has been allocated as additional paid in capital to the
warrants.




NOTE 5 –
SHORT-TERM NOTES PAYABLE





Short-term
notes payable consist of the following at March 31, 2009:




A
      note payable to Wells Fargo Bank which bears interest at
      12.75%
            
            $
            10,438




NOTE 6. -
STOCKHOLDERS' (DEFICIT) EQUITY





During
the three months ended March 31, 2009, the Company did not issue any shares of
common stock.







NOTE 7 -
COMMITMENTS AND CONTINGENCIES





Leases





The
Company is committed under several non-cancelable lease agreements for office
space with various expiration dates through 2013.





At March
31, 2009, aggregate future minimum payments under these leases, are as
follows:





For
      the period ended March 31,2010
            
            $
            417,1322011
            
            
            417,1322012
            
            
            340,4402013
            
            
            46,590Total
            
            $
            1,221,294




Rent
expense was $110,809 for the three months ended March 31, 2009.





15





NOTE 8 -
RELATED PARTY TRANSACTIONS





Series
B Preferred Stock





Preferred
stock, $.001 par value, 20,000,000 shares authorized, 505,900 of preferred stock
Series B issued and outstanding.





The
Series B preferred shares pursuant to the certificate of designation were to be
converted two years after issuance.  To date this conversion has not
been completed.





Series
C Preferred Stock





On July
25, 2008, the Company filed a Certificate of Designation with the Secretary of
State of the State of Nevada authorizing a series of preferred stock, under its
articles of incorporation, known as “Series C Preferred Stock”. This Certificate
of Designation was approved by the Registrant’s Board of Directors. The
Certificate of Designation sets forth the following terms for the Series C
Preferred Stock:





Authorized
      Shares:
            
            1,000Per
      Share Stated Value:
            
            $4,500Liquidation
      Preference:
            
            Per
      share Stated ValueConversion
      Price into Common Stock:
            
            $.30
      per share, as adjusted from time to time as set forth in the Certificate
      of DesignationVoting
      Rights:
            
            The
      Series C Preferred Shares shall vote along with the Common Stock on an as
      converted basis and shall have two votes per
  share




On July
25, 2008, the Company entered into an agreement with Longview Fund, pursuant to
which the Longview Fund exchanged 15,000,000 shares of its Common Stock for
receipt of 1,000 shares of its Series C Preferred Stock.





Since the
fair value of the convertible Preferred Stock received in exchange for the
15,000,000 shares of its Common Stock would be immediately exchangeable into
common stock with a trading price lower than the conversion price, the Company
does not have a beneficial conversion feature to recognize by way of charge to
the Statement of Operation for the three months ended March 31,
2009.





Extension
of Maturity Dates of Certain Notes





On or
about August 12, 2008, Longview Fund, L.P. extended the maturity date of its
promissory notes due from the Company and issued in June 2006 and December 2006
to January 15, 2010, and Alpha Capital Anstalt extended the maturity date of its
promissory notes due from the Company and issued in November 2004, June 2006 and
December 2006 to January 15, 2010. A further discussion of these notes is set
forth in Note 4 above.




Longview
Fund





As of
March 31, 2009, Longview Fund, L.P. owned 14.7% of the issued and outstanding
common stock of the Company. Due to this stock ownership, the Company is
controlled by Longview Fund, L.P. and is deemed a “controlled corporation”. As
of July 30, 2008, due to the exchange of 15,000,000 shares of the Company’s
Common Stock, into shares of Series C Preferred Stock, which holds two votes per
share when voting alongside the Common Stock of the Company, Longview Fund
controls 64.5% voting control of the Company. See this footnote supra  for
a further description of the Series C Preferred Stock.





Longview
Fund, L.P. may take actions that conflict with the interests of other
shareholders. Due to the 64.5% ownership of voting control, Longview Fund, L.P.
has substantial control over the Company and has substantial power to elect
directors and to generally approve all actions requiring the approval of the
holders of the Company’s voting stock. See Note 4 above for a discussion of
certain promissory notes due by the Company to Longview Fund, L.P.




16





Other
Related Parties





On
December 31, 2008, Scott Kincer resigned as the CEO, President and a Director of
the issuer to pursue other opportunities.  Pursuant to a Separation
Agreement between the parties which is effective as of December 31, 2008, the
issuer is paying Mr. Kincer the sum of $64,750 over a period of five and one
half months as well as reimbursing him for accrued and unpaid expenses. The
agreement contains other standard terms and provisions as to releases and the
like. Selling, general and administrative expenses for the year ended December
31, 2008 includes provision for the amount due under this
agreement.  As of March 31, 2009, $29,500 remains outstanding under
this Agreement.





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





NOTE 9 -
FOREIGN OPERATIONS





The
Company has its principal operating facilities located in  Costa Rica,
SA.  The Company currently coordinates all foreign operations, and
supervision activities using part time employees, consultants and contract
labor. Approximately 99% of the Company's workforce is outside of the United
States. Currently 90% 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 10 -
CREDIT AGREEMENT





Wells
Fargo





On
November 7, 2008, the Company entered into an Account Purchase Agreement
(“Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”)
pursuant to which Wells Fargo agreed to purchase certain accounts receivable
from the Company from time to time, up to $4.5 million, at a price equal to the
face value of each such receivable less a discount equal to .5% plus the then
existing prime rate, plus three percent plus other fees and charges. Any
accounts sold to Wells Fargo for which payment is not received within the
proscribed time periods in the Agreement shall be subject to repurchase by the
Company. To secure this repurchase and other obligations of the Company
thereunder, the Company granted a first lien on all of its assets to Wells
Fargo. In connection therewith, the Longview Fund and Alpha Capital Anstalt
agreed to subordinate their security interests in the Company’s collateral to
the security interests of Wells Fargo.





NOTE 11 –
LOSS ON WRITE-OFF AND WRITEDOWN OF IMPAIRED ASSETS





Provisions
for impairment of intangibles and long-lived assets totaling of $4,302,633 had
been made by the Company during the year ended December 31, 2008, as
follows:





Loss
      on write-off of goodwill
            
            $
            1,692,782Loss
      on write-off of property and equipment
            
            
            2,606,644Loss
      on write-off of website assets
            
            
            3,207Total
            
            $
            4,302,633





NOTE 12 -
SUBSEQUENT EVENTS





None.




17





Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.





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.





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.





DSEN’s
capital resources are comprised primarily of private investors, who are either
existing contacts of DSEN’s current or past management or who come to the
attention of the Company through brokers, financial institutions and other
intermediaries. DSEN’s access to capital is always dependent upon general
financial market conditions. DSEN's capital resources are not anticipated to
change materially during the rest of 2009.





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
receivables purchase line with Wells Fargo.





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.




18





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
agreements for certain of its fundings, DSEN cannot enter into any further
equity or convertible debt financings, without consent, until the date the notes
have 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.


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





Expected
Significant Changes in the Number of Contract Workers





DSEN does
not expect any significant change in the number of contract workers over the
next 12 months of operations. As noted previously, DSEN currently coordinates
most operations using part time employees, consultants and contract
labor.   In the next twelve months, the Company's focus is on
expanding our client base to meet or exceed the capacity that our new space
provides us, while also seeking a strategic acquisition.





Managements
Discussion and Analysis of Financial Condition and Results of
Operations




For the
three months ended March 31, 2009, the Company generated $3,773,187 in revenues
as compared to $5,347,987 for the three months ended March 31, 2008, a decrease
of $1,574,800 or 29.4%. For the three months ended March 31, 2009, the Company’s
cost of goods sold was $3,106,504 as compared to $4,466,155 during the three
months ended March 31, 2008, a decrease of $1,359,651 or 30.4%. For the three
months ended March 31, 2009, the Company generated a gross profit of $666,683
compared to $881,832 for the three months ended March 31, 2008, a decrease of
$215,149 or 24.4%. The decrease in revenue and in cost of goods sold resulted
primarily due to the current general economic downturn which has affected its
customers resulting in less outsourcing for services provided by the
Company.   For the three months ended March 31, 2009, the Company
decreased its working capital position by $4,109,696  from
$(1,369,443) as of March 31, 2008 to $ (5,479,139) as of March 31,
2009.





Analysis
of the three months ended March 31, 2009 compared to the three months ended
March 31, 2008





The
Company had a net profit of $8,911 for the three months ended March 31, 2009
compared to a net loss of $66,890 for the three months ended March 31, 2008, a
decrease in net loss of $75,801





Total
selling, general and administrative expenses decreased to $437,328 for the three
months ended March 31, 2009 from $680,848 for the three months ended March 31,
2008, a decrease of $243,520 or 35.8%. The decrease in expenses is due mainly to
the reduction in executive salaries along with a reduction in marketing costs
and a general reduction in all administrative costs.





Depreciation
expense for the three months ended March 31, 2009 was $91,617 compared to
$60,459 for the three months ended March 31, 2008, an increase of $31,158 or
51.5%.





Interest
expense for the three months ended March 31, 2009 was $145,945 compared to
$207,415 for the three months ended March 31, 2008 a decrease of $61,470 or
29.6%.  The decrease is due to the payoff of several loans and reduced
borrowing under its new receivable financing agreement with Wells Fargo Business
Credit.




19





Liquidity
and Capital Resources





Liquidity





For the
three months ended March 31, 2009, the Company decreased its working capital
position by $4,109,696 from $(1,369,443) as of March 31, 2008 to $ (5,479,139)
as of March 31, 2009.





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.





Wells
Fargo





On
November 7, 2008, the Company entered into an Account Purchase Agreement
(“Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”)
pursuant to which Wells Fargo agreed to purchase certain accounts receivable
from the Company from time to time, up to $4.5 million, at a price equal to the
face value of each such receivable less a discount equal to .5% plus the then
existing prime rate, plus three percent plus other fees and charges. Any
accounts sold to Wells Fargo for which payment is not received within the
proscribed time periods in the Agreement shall be subject to repurchase by the
Company. To secure this repurchase and other obligations of the Company
thereunder, the Company granted a first lien on all of its assets to Wells
Fargo. In connection therewith, the Longview Fund and Alpha Capital Anstalt
agreed to subordinate their security interests in the Company’s collateral to
the security interests of Wells Fargo.





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 2008 in terms of utilizing capacity at its new facility. The balance of the
funding required to execute DSEN's planning will need to be obtained from other
sources such as debt or the sale of additional equity.




The call
center initiative is as follows: we currently utilize the majority of our
interviewing stations for no more than six hours per day. The majority of those
six hour shifts are during the early afternoon/evening. We are pursuing day time
work.





On March
31, 2009 DSEN had total assets of $3,304,292 compared to $3,141,150 on March 31,
2008, an increase of $163,142. The increase in assets is due to the overall cost
reduction programs taken during the first quarter generating an increase in
cash.  DSEN had a total stockholders' equity (deficit) of $3,766,226
on March 31, 2009 compared to $3,775,137 on March 31, 2008, an increase in
stockholders’ equity of $8,911.




Capital
Resources





The
Company’s capital resources are comprised primarily of private investors 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.




20





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
Company has no agreements with management, investors, shareholders or anyone
else respecting additional financing at this time. Because of the nature of the
Company’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-K. Statements made in this Form
10-K 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.





Item 3.
Quantitative and Qualitative Disclosures About Market Risk





Our
exposure to market risk for changes in interest rates relates primarily to the
market-driven increase or decrease in interest rates, and the impact of those
changes on the Company’s ability to realize a return on invested or available
funds. We ensure the safety and preservation of our invested principal funds by
limiting default risk, market risk and reinvestment risk. We mitigate default
risk by investing in short term high-credit investment grade securities and/or
commercial checking and savings accounts.





ITEM 4T.
CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures




As of the
end of the period covered by our Annual Report on Form 10-K for the year ended
December 31, 2008, management performed, with the participation of our Chief
Executive Officer and Chief Financial 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 Financial Officer, to allow
timely decisions regarding required disclosures. Based on the evaluation and the
identification of the material weaknesses in our internal control over financial
reporting described below, our Chief Executive Officer and our Chief Financial
Officer concluded that, as of March 31, 2009, our disclosure controls and
procedures were  effective.




21




Management’s
Report on Internal Control Over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act. Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projection of any evaluation of effectiveness to
future periods is 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
has conducted, with the participation of our Chief Executive Officer and our
Chief Financial Officer, an assessment, including testing of the effectiveness,
of our internal control over financial reporting as of March 31, 2009.
Management’s assessment of internal control over financial reporting was
conducted using the criteria in Internal Control over Financial
Reporting - Guidance for Smaller Public Companiesissued by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”).




A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. In connection with our
management’s assessment of our internal control over financial reporting as
required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified no
following material weaknesses in our internal control over financial reporting
as of March 31, 2009:





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





PART
II – OTHER INFORMATION





Item 1.
Legal Proceedings.





DSEN is
not 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 DSEN. To the knowledge of management, no
director, executive officer or affiliate of DSEN, any owner of record or
beneficially of more than 5% of DSEN's common stock is a party adverse to DSEN
or has a material interest adverse to DSEN in any proceeding.





Item 2.
Unregistered Sales of Equity Security and Use of Proceeds.





None.




Item 3.
Defaults Upon Senior Securities





None.





Item 4.
Submission of Matters to a Vote of Security Holders





None.




22





Item 5.
Other Information





None.





Item 6.
Exhibits





Exhibits





(a)
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.





(b)
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.





SIGNATURES





In
accordance with the Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Datascension,
      Inc./s/ Lou
      PersicoLou
      PersicoPresident,
      Chairman and Director(Principal
      Executive Officer)




/s/ David
      P. LiebermanDavid
      P. Lieberman(Principal
      Financial Officer)Date:
      May 19, 2009




23