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 September 30, 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).YesoNooNot 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 21,407,361 shares outstanding, par value $.001 per share as of
 November _5, 2009,







TABLE OF
CONTENTS





Page
                  No.PART
      I.
                FINANCIAL
      INFORMATION
                3Item
      1.
                Financial
      Statements
                3Balance
      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
                20Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                22Item
      4T.
                Controls
      and Procedures
                23PART
      II.
                OTHER
      INFORMATION
                24Item
      1.
                Legal
      Proceedings
                24Item
      2.
                Unregistered
      Sales of Equity and Use of Proceeds
                24Item
      3.
                Defaults
      upon Senior Securities
                24Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                24Item
      5.
                Other
      Information
                24Item
      6.
                Exhibits
                24Signatures
                25


2


PART I.
FINANCIAL INFORMATION





Item 1.
Financial Statements.





The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with U.S. generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
8-03 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by U.S. generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. These condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2008. The condensed consolidated balance sheet as of December
31, 2008 has been derived from those audited consolidated financial statements.
Operating results for the three and nine month periods ended September 30, 2009
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2009. All significant intercompany balances and transactions
have been eliminated in consolidation.


3


DATASCENSION,
INC.


CONDENSED CONSOLIDATED BALANCE
SHEET


09/30/2009
                  
                  
                  12/31/2008UNAUDITED
                  
                  
                  AUDITEDASSETSCurrent
      assets:Cash
                  
                  $
                  299,378
                  
                  
                  $
                  73,713Accounts
      receivable
                  
                  
                  1,065,456
                  
                  
                  
                  1,303,960Prepaid
      expenses
                  
                  
                  77,646
                  
                  
                  
                  14,322Total
      current assets
                  
                  
                  1,442,480
                  
                  
                  
                  1,391,995Property
      and equipment, net of depreciation
                  
                  
                  1,420,007
                  
                  
                  
                  1,633,139Other
      assets:Deposits
                  
                  
                  93,101
                  
                  
                  
                  116,016Total
      other assets
                  
                  
                  93.101
                  
                  
                  
                  116,016Total
      assets
                  
                  $
                  2,955,588
                  
                  
                  $
                  3,141,150LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                  
                  $
                  211,099
                  
                  
                  $
                  490,845Accrued
      expenses
                  
                  
                  1,244,038
                  
                  
                  
                  2,197,641Short
      term notes payable
                  
                  
                  -
                  
                  
                  
                  17,464Current
      portion of long term debt
                  
                  
                  400,000
                  
                  
                  
                  55,488Total
      current liabilities
                  
                  
                  1,855,137
                  
                  
                  
                  2,761,438Long
      term debt notes payable, net of current portion
                  
                  
                  4,736,489
                  
                  
                  
                  4,154,849Total
      liabilities
                  
                  
                  6,591,626
                  
                  
                  
                  6,916,287Stockholders'
      (deficit) equityCommon
      stock, $0.001 par value, 200,000,000 shares authorized 21,307,361 issued
      and outstanding at September 30, 2009 and December 31, 2008
      respectively
                  
                  
                  21,307
                  
                  
                  
                  21,307Additional
      paid in capital, common stock
                  
                  
                  16,823,008
                  
                  
                  
                  16,361,777Preferred
      stock, Series B, $0.001 par value, 20,000,000 shares authorized, 505,900
      shares issued and outstanding at September 30, 2009 and December 31,
      2008
                  
                  
                  -
                  
                  
                  
                  506Additional
      paid in capital, preferred Series B
                  
                  
                  -
                  
                  
                  
                  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
                  
                  
                  (20,360,965
                  )
                  
                  
                  (20,521,333
                  )Total
      stockholders' (deficit) equity
                  
                  
                  (3,636,038
                  )
                  
                  
                  (3,775,137
                  )Total
      liabilities and stockholders' (deficit) equity
                  
                  $
                  2,955,588
                  
                  
                  $
                  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 the
                        
                        
                        For the
                        
                        
                        For theThree
                          months
                        
                        
                        Three
                          months
                        
                        
                        Nine
                          Months
                        
                        
                        Nine
                          MonthsEnded
                        
                        
                        Ended
                        
                        
                        Ended
                        
                        
                        Ended9/30/2009
                        
                        
                        9/30/2008
                        
                        
                        9/30/2009
                        
                        
                        9/30/2008Revenues
                        
                        $
                        3,550,457
                        
                        
                        $
                        3,975,576
                        
                        
                        
                        11,138,267
                        
                        
                        
                        14,014,679Cost
      of goods sold
                        
                        
                        2,873,921
                        
                        
                        
                        3,479,922
                        
                        
                        
                        9,024,171
                        
                        
                        
                        12,359,564Gross
      profit
                        
                        
                        676,536
                        
                        
                        
                        495,654
                        
                        
                        
                        2,114,096
                        
                        
                        
                        1,655,115Expenses:Selling,
      general and administrative
                        
                        
                        486,002
                        
                        
                        
                        611,806
                        
                        
                        
                        1,414,304
                        
                        
                        
                        1,962,982Depreciation
      and amortization
                        
                        
                        91,822
                        
                        
                        
                        60,499
                        
                        
                        
                        280,561
                        
                        
                        
                        181,377Total
      expenses
                        
                        
                        577,824
                        
                        
                        
                        672,305
                        
                        
                        
                        1,694,865
                        
                        
                        
                        2,144,359Operating
      Income (loss)
                        
                        
                        98,712
                        
                        
                        
                        (176,651
                        )
                        
                        
                        419,231
                        
                        
                        
                        (489,244
                        )Other
      income(expense):Other
      income
                        
                        
                        17,848
                        
                        
                        
                        -
                        
                        
                        
                        44,334
                        
                        
                        
                        -Forgiveness
      of accrued interest
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        147,247
                        
                        
                        
                        -Interest
      expense
                        
                        
                        (166,538
                        )
                        
                        
                        (220,858
                        )
                        
                        
                        (450,445
                        )
                        
                        
                        (649,046
                        )Loss
      on write off of goodwill
                        
                        
                        
                        
                        
                        
                        (1,692,782
                        )
                        
                        
                        
                        
                        
                        
                        (1,692,782
                        )Loss
      on write off of property & equipment
                        
                        
                        
                        
                        
                        
                        (2,950,452
                        )
                        
                        
                        
                        
                        
                        
                        (2,950,452
                        )Loss
      on write off of website asset
                        
                        
                        
                        
                        
                        
                        (3,207
                        )
                        
                        
                        
                        
                        
                        
                        (3,207
                        )Total
      other income (expense)
                        
                        
                        (148,690
                        )
                        
                        
                        (4,867,299
                        )
                        
                        
                        (258,864
                        )
                        
                        
                        (5,295,487
                        )Net
      income (loss) before income taxes
                        
                        
                        (49,978
                        )
                        
                        
                        (5,043,950
                        )
                        
                        
                        160,367
                        
                        
                        
                        (5,784,731
                        )Income
      taxes
                        
                        
                        
                        
                        
                        
                        859
                        
                        
                        
                        
                        
                        
                        
                        859Net
      income (loss)
                        
                        $
                        (49,978
                        )
                        
                        $
                        (5,044,809
                        )
                        
                        
                        160,367
                        
                        
                        
                        (5,785,590
                        )Basic
      weighted average number of common shares outstanding
                        
                        
                        21,307,361
                        
                        
                        
                        25,220,404
                        
                        
                        
                        21,307,361
                        
                        
                        
                        32,472,111Diluted
      weighted average number of common shares outstanding
                        
                        
                        21,307,361
                        
                        
                        
                        25,220,404
                        
                        
                        
                        21,307,361
                        
                        
                        
                        32,472,111Basic
      net profit (loss) per share
                        
                        $
                        0.00
                        
                        
                        $
                        (0.20
                        )
                        
                        
                        0.01
                        
                        
                        
                        (0.18
                        )Diluted
      net loss per share
                        
                        $
                        0.00
                        
                        
                        $
                        (0.20
                        )
                        
                        
                        0.01
                        
                        
                        
                        (0.18
                        )


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)




For the
                  
                  
                  For theNine months ended
                  
                  
                  Nine months ended9/30/2009
                  
                  
                  9/30/2008Cash
      flows from operating activitiesNet
      profit (loss)
                  
                  $
                  160,367
                  
                  
                  $
                  (5,785,590
                  )Adjustments
      to reconcile net loss to net cash provided (used) by operating
      activities:Depreciation
      and amortization
                  
                  
                  280,561
                  
                  
                  
                  181,377Settlement
      of Series B preferred stock
                  
                  
                  (21,269
                  )
                  
                  
                  -Loss
      on write off of goodwill
                  
                  
                  
                  
                  
                  
                  1,692,782Loss
      on write off of property & equipment
                  
                  
                  
                  
                  
                  
                  2,950,452Loss
      on write off of property & equipment –subsidiary
                  
                  
                  
                  
                  
                  
                  (1,484,147
                  )Loss
      on write off of website assets
                  
                  
                  
                  
                  
                  
                  3,207Issuance
      of common stock for services
                  
                  
                  
                  
                  
                  
                  173,506Changes
      in operating assets and liabilities:Decrease
      in accounts receivable
                  
                  
                  238,504
                  
                  
                  
                  627,867Increase
      in prepaid expenses
                  
                  
                  (63,324
                  )
                  
                  
                  16,971Decrease
      in deposits
                  
                  
                  22,915
                  
                  
                  
                  (140,808
                  )Decrease
      in accounts payable
                  
                  
                  (279,746
                  )
                  
                  
                  (
      2,009
                  )Decrease
      (increase) in accrued expenses
                  
                  
                  (953,603
                  )
                  
                  
                  1,574,228Net
      cash used by operating activities
                  
                  
                  (615,595
                  )
                  
                  
                  (192,164
                  )Cash
      flows from investing activitiesPurchases
      of property and equipment
                  
                  
                  (67,428
                  )
                  
                  
                  (51,914
                  )Net
      cash used by investing activities
                  
                  
                  (67,429
                  )
                  
                  
                  (51,914
                  )Cash
      flows from financing activitiesIncrease
      (decrease) in short term and current portion of long term notes
      payable
                  
                  
                  327,048
                  
                  
                  
                  527,001Increase
      in long-term notes payable
                  
                  
                  581,640Increase
      (decrease) in loan payable to Comerica Bank
                  
                  
                  -
                  
                  
                  
                  (353,481
                  )Decrease
      in receivable due from related party
                  
                  
                  -
                  
                  
                  
                  571,565Net
      cash used by financing activities
                  
                  
                  908,688
                  
                  
                  
                  745,085Net
      increase (decrease) in cash
                  
                  
                  225,665
                  
                  
                  
                  501,007Cash,
      beginning balance
                  
                  
                  73,713
                  
                  
                  
                  46,930Cash,
      ending balance
                  
                  $
                  299,378
                  
                  
                  $
                  547,937Interest
      paid
                  
                  $
                  445,040
                  
                  
                  $
                  130,167Taxes
      paid
                  
                  $
                  -
                  
                  
                  $
                  859Supplemental
      disclosure of non-cash transactionsDebt
      converted to equity
                  
                  $
                  -
                  
                  
                  $
                  -





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.





Effective
July 1, 2009, the Company adopted The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC
105-10), (formerly SFAS No. 168, The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles).
This standard establishes only two levels of U.S. generally accepted accounting
principles (“GAAP”), authoritative and non authoritative. The Financial
Accounting Standard Board (“FASB”) Accounting Standards Codification (the
“Codification”) became the source of authoritative, nongovernmental GAAP, except
for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became non authoritative.
The Company began using the new guidelines and numbering system prescribed by
the Codification when referring to GAAP in the third quarter of fiscal 2009. As
the Codification was not intended to change or alter existing GAAP, it did not
have any impact on the Company’s condensed consolidated financial
statements.





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





The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.





Comprehensive
Income





The
Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No.
130). ASC 220-10 requires the reporting of comprehensive income in addition to
net income from operations.





Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of information that historically has not been recognized in the
calculation of net income.





Fair
Value of Financial Instruments (other than Derivative Financial
Instruments)





The carrying amounts reported in the
balance sheets for cash and cash equivalents, accounts receivable and accounts
payable approximate fair value because of the immediate or short-term
maturity of these financial
instruments.  For the notes payable, the carrying amount reported is
based upon the incremental
borrowing rates otherwise available to the Company for similar
borrowings.


7





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 accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  On an on-going basis, the Company evaluates
its estimates, including, but not limited to, those related to investment tax
credits, bad debts, income taxes and contingencies. The Company bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results could differ
from those estimates.





Income taxes:




The
Company accounts for income taxes as codified in ASC 740-10-05 (formerly SFAS
109, “Accounting for Income Taxes” and FASB Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes,” an interpretation of SFAS No. 109,
“Accounting for Income Taxes”). Deferred tax assets or liabilities are recorded
to reflect the future tax consequences of temporary differences between the
financial reporting basis of assets and liabilities and their tax basis at each
year-end. These amounts are adjusted, as appropriate, to reflect enacted changes
in tax rates expected to be in effect when the temporary differences
reverse.





The
Company records deferred tax assets and liabilities based on the differences
between the financial statement and tax bases of assets and liabilities and on
operating loss carryforwards using enacted tax rates in effect for the year in
which the differences are expected to reverse. A valuation allowance is provided
when it is more likely than not that some portion or all of a deferred tax asset
will not be realized.





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




8




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 ASC350-
30-65 (formerlySFAS 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
10.





Long-Lived
Assets





In
accordance with ASC 360 (formerly 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 10 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 ASC 830 (formerly 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 nine months ended September 30,
2009 or the year ended December 31, 2008.


9





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 nine months ended
September 30, 2009 and the year ended December 31, 2008 amounted to $ 14,411and
$36,267, respectively.





Research
and Development





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





Segment
Information





The
Company follows the provisions of ASC 280-10, “Disclosures about Segments of an
Enterprise and Related Information”. This standard requires that companies
disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions.





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.





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 ASC 718-10 and
ASC 505-50 (formerlySFAS 123R) in accounting for stock options issued to
employees. For stock options and warrants issued to non-employees, the Company
applies the same standard, 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.


10





Major
Customers





During
the nine months ended September 30, 2009, the Company had three major clients,
Synovate (12.9%), AdMax Media Inc.9.5%), and  Sandelman & Associates
(8.7%).  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
December 2007, ASC 808-10 (formerly EITF Issue No. 07-1, “Accounting for
Collaborative Arrangements”) was issued.  ASC 808-10 provides guidance
concerning: determining whether an arrangement constitutes a collaborative
arrangement within the scope of the Issue; how costs incurred and revenue
generated on sales to third parties should be reported in the income statement;
how an entity should characterize payments on the income statement; and what
participants should disclose in the notes to the financial statements about a
collaborative arrangement. The provisions of ASC 808-10 have been adopted in
2009. ASC 808-10 has had no impact on the Company’s condensed consolidated
financial statements.




In
September 2006, the FASB issued ASC 820-10 (formerly FASB Statement 157, “Fair
Value Measurements”). ASC 820-10 defines fair value, establishes a framework for
measuring fair value under GAAP and expands disclosures about fair value
measurements.  ASC 820-10 applies under other accounting pronouncements
that require or permit fair value measurements.  Accordingly, ASC 820-10
does not require any new fair value measurements.  However, for some
entities, the application of ASC 820-10 will change current practice.  The
changes to current practice resulting from the application of ASC 820-10 relate
to the definition of fair value, the methods used to measure fair value and the
expanded disclosures about fair value measurements.  The provisions of ASC
820-10 are effective as of January 1, 2008, with the cumulative effect of the
change in accounting principle recorded as an adjustment to opening retained
earnings.  However, delayed application of this statement is permitted 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), until fiscal years beginning after November 15, 2008,
and interim periods within those fiscal years.  The Company adopted ASC
820-10 effective January 1, 2008 for financial assets and the adoption did not
have a significant effect on its financial statements.  The Company has
adopted the remaining provisions of ASC 820-10 beginning in 2009. The adoption
of SFAS No. 157 did not have a material impact on the Company’s condensed
consolidated results of operations or financial condition.





In
February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and
Financial Liabilities – Including an amendment of ASC 320-10, (“ASC 825-10”)
which permits entities to choose to measure many financial instruments and
certain other items at fair value at specified election dates. A business entity
is required to report unrealized gains and losses on items for which the fair
value option has been elected in earnings at each subsequent reporting date.
This statement is expected to expand the use of fair value measurement. ASC
825-10 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal
years.


11


In
December 2007, the Company adopted ASC 805, Business Combinations (“ASC 805”).
ASC 805 retains the fundamental requirements that the acquisition method of
accounting be used for all business combinations and for an acquirer to be
identified for each business combination. ASC 805 defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control.  ASC 805 will require an entity to record separately from
the business combination the direct costs, where previously these costs were
included in the total allocatedcost of theacquisition.  ASC 805
will require an entity to recognize the assets acquired, liabilities assumed,
and any non-controlling interest in the acquired at the acquisition date, at
their fair values as of that date.  ASC 805 will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are met. 
Finally, ASC 805 will require an entity to recognize contingent consideration at
the date of acquisition, based on the fair value at that date.  This will
be effective for business combinations completed on or after the first annual
reporting period beginning on or after December 15, 2008.  Early adoption
is not permitted and the ASC is be applied prospectively only.  Upon
adoption of this ASC, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously completed. 
The adoption of ASC 805 is not expected to have a material effect on the
Company’s financial position, results of operations or cash flows.





In March
2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging
Activities”, (“ASC 815”). ASC 815 requires enhanced disclosures about an
entity’s derivative and hedging activities. These enhanced disclosures will
discuss: how and why an entity uses derivative instruments; how derivative
instruments and related hedged items are accounted for and its related
interpretations; and how derivative instruments and related hedged items affect
an entity’s financial position, financial performance, and cash flows. ASC 815
is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008. The Company does not believe that ASC
815 will have an impact on their results of operations or financial
position.





In June
2008, the FASB ratified ASC 815-40-25 (formerly EITF Issue No. 07-05,
“Determining Whether an Instrument (or Embedded Feature) is Indexed to an
Entity's Own Stock”). ASC 815-40-25 mandates a two-step process for evaluating
whether an equity-linked financial instrument or embedded feature is indexed to
the entity's own stock. Warrants that a company issues that contain a strike
price adjustment feature, upon the adoption of ASC 815-40-25, results in the
instruments no longer being considered indexed to the company's own stock. 
On January 1, 2009, the Company adopted ASC 815-40-25 and re-evaluated its
issued and outstanding warrants that contain a strike price adjustment feature.
The Company reclassified certain warrants from equity to a derivative liability
and used the Black-Scholes valuation model to determine the fair market value of
the warrants.  Based upon the Company’s re-evaluation, ASC 815-40-25 has
had no material impact on the Company’s condensed consolidated financial
statements.





Effective
June 15, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10 (formerly SFAS No. 165, Subsequent
Events). The update modifies the names of the two types of subsequent events
either as recognized subsequent events (previously referred to in practice as
Type I subsequent events) or non-recognized subsequent events (previously
referred to in practice as Type II subsequent events). In addition, the standard
modifies the definition of subsequent events to refer to events or transactions
that occur after the balance sheet date, but before the financial statements are
issued (for public entities) or available to be issued (for nonpublic entities).
It also requires the disclosure of the date through which subsequent events have
been evaluated. The update did not result in significant changes in the practice
of subsequent event disclosures, and therefore the adoption did not have any
impact on our condensed consolidated financial statements.  In accordance
with ASC 855-10, the Company evaluated all events or transactions that occurred
after September 30, 2009 up through November 12, 2009, the date the Company
issued these condensed consolidated financial statements.  During this
period, the Company had material subsequent events as set forth in Note 16 to
these condensed consolidated financial statements.





Effective
July 1, 2009, the Company adopted The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC
105-10), (formerly SFAS No. 168, The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles).
This standard establishes only two levels of U.S. generally accepted accounting
principles (“GAAP”), authoritative and nonauthoritative. The Financial
Accounting Standard Board (“FASB”) Accounting Standards Codification (the
“Codification”) became the source of authoritative, nongovernmental GAAP, except
for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became nonauthoritative.
The Company began using the new guidelines and numbering system prescribed by
the Codification when referring to GAAP in the third quarter of fiscal 2009. As
the Codification was not intended to change or alter existing GAAP, it did not
have any impact on the Company’s condensed consolidated financial
statements.


12





Effective
for the interim reporting period ending June 30, 2009, the Company adopted two
new accounting standard updates which were intended to provide additional
application guidance and enhanced disclosures regarding fair value measurements
and impairments of securities as codified in ASC 820-10-65 (formerly FASB Staff
Position Financial Accounting Standard 107-1 and Accounting Principles Board
28-1 and “Interim Disclosures about Fair Value of Financial Instruments”. ASC
820-10-65  requires disclosures about fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in annual
financial statements. ASC 820-10-65 requires related disclosures in summarized
financial information at interim reporting periods. ASC 820-10-65 was effective
for the interim reporting period ending June 30, 2009. The adoption of ASC
820-10-65 did not have a material impact on the Company’s condensed consolidated
financial statements.





NOTE
3 – PROPERTY AND EQUIPMENT





Property
and equipment are made up of the following as of September 30,
2009:





Computer
      equipment
                  
                  $
                  983,409Office
      equipment
                  
                  
                  453,259Leasehold
      improvements
                  
                  
                  880,959Vehicles
                  
                  
                  154,984Software
                  
                  
                  14,4852,487,096Less
      accumulated depreciation and amortization
                  
                  
                  1,067,089$
                  1,420,007





Depreciation
expense for the six months ended September 30, 2009 was $280,561





NOTE
4 – LONG-TERM DEBT





Effective
September 30, 2009, the Company’s two major creditors (other than Wells Fargo),
Longview Fund LP and Alpha Capital Anstalt, in order to assist the Company in
restructuring its balance sheet, agreed to modification of the terms of their
outstanding notes with the Company as detailed hereinbelow.  The purpose of
the modifications and the concurrent restructuring of the Company’s balance
sheet is to both extend the terms of the notes in question so as to ease the
Company’s immediate burden to attempt to refinance the notes and as to make the
balance sheet presentation more palatable to potential investors and clients of
the Company.





Both
Longview Fund LP and Alpha Capital Anstalt have agreed to enter into an Allonge
No.4 to their existing notes, which capitalize all accrued and unpaid interest
on the notes, as well as to increase the balances to include interest payments
which would otherwise be due through December 2009.  The new interest rate
on the notes is 8% per annum, and the additions to principal balances for
interest due for the fourth quarter of 2009 are calculated at the new 8%
interest rate.





The
Principal amounts of the three allonges are as follows:





June
      12, 2006 Note Payable to the Longview Fund LP  -
                  
                  $
                  1,848,365.85December
      12, 2006 Note Payable to the Longview fund LP  -
                  
                  $
                  1,356,894.50Note
      Payable to Alpha Capital Anstalt  -
                  
                  $
                  1,038,912.00


13





The
allonges also extend the maturity date of the aforesaid notes to March 21,
2011.  The allonge to the December 12, 2006 Longview Fund LP note also
transform the note into a convertible note on the same terms as the June 6, 1006
note except that the initial conversion price is $.10 per share.





The
history of the previous notes is presented below.





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.





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.





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.


14





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 had increased to the 10% default rate prior to
January 1, 2009 but was decreased to the original interest rate at January 1,
2009.





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





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 $ 166,194 of accrued interest outstanding at
September  30, 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 had increased to the 18% default rate prior to
January 1, 2009.  After January 1, 2009 the interest rate is 14% per
annum.





Below is
a summary of secured convertible promissory notes payable due to Longview and
Alpha and related accrued interest payable at September 30, 2009.





Longview





Notes
                  
                  $
                  3,205,261Accrued
      interest payable
                  
                  
                  0$
                  3,205,261





Alpha





Notes
                  
                  $
                  1,038,912Accrued
      interest payable
                  
                  
                  0$
                  1,038,912





Interest
expenses incurred during the nine months ended September 30, 2009 on the above
tabled debt due to Longview and Alpha is as follows:





Longview
                  
                  $
                  202,566Alpha
                  
                  
                  48,277$
                  250,843


15





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.





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 - STOCKHOLDERS' (DEFICIT) EQUITY





During
the nine months ended September 30, 2009, the Company did not issue any shares
of common stock.




NOTE
6 - COMMITMENTS AND CONTINGENCIES





Leases





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





At
September 30, 2009, aggregate future minimum payments under these leases, are as
follows:





For
      the period ended September 30,2010
                  
                  $
                  432,1872011
                  
                  
                  390,1642012
                  
                  
                  367,5002013
                  
                  
                  115,762Total
                  
                  $
                  1,305,613




Rent
expense was $354,274 for the nine months ended September 30,
2009.


16


NOTE
7 - 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 as of December 31, 2008.





The
Series B preferred shares pursuant to the certificate of designation were to be
converted two years after issuance.  The company reached agreement with
holders of Series B preferred shares that it was able to contact and received
these shares back.  The company has no record and was unable to locate of
the remaining holders of the Series B preferred shares and therefore board has
taken the position that the value of the remaining shares and paid-in capital be
adjusted to zero.





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 nine months ended September 30,
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
September 30, 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.


17





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.





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
September 30, 2009, there is nothing outstanding under this
Agreement.





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





NOTE
8 - 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 80% 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
9 - 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 there
under, 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
10 – 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


18





NOTE
11 - SUBSEQUENT EVENTS





In
October, 2009, 100,000 shares of restricted Common Stock was issued to a
consultant for services previously rendered.





The
Company has evaluated the period beginning October 1, 2009 through November 16,
2009, the date its financial statements were issued, and concluded there were no
other events or transactions occurring during this period that required
recognition or disclosure in its financial statements





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.


19





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
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
nine months ended September 30, 2009, the Company generated $11,138,267 in
revenues as compared to $14,014,679 for the nine months ended September 30,
2008, a decrease of $2,876,412 or 20.5%. For the nine months ended September 30,
2009, the Company’s cost of goods sold was $9,024,171 as compared to $12,359,564
during the nine months ended September 30, 2008, a decrease of $3,335,393 or
27.0%. For the nine months ended September 30, 2009, the Company generated a
gross profit of $2,114,096 compared to $1,655,115 for the nine months ended
September 30, 2008, an increase of $458,981 or 27.7%. 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.   The increase in gross profit is
due to steps management has taken to reduce operating costs along with
increasing productivity per hour on the work being done for clients.  For
the nine months ended September  30, 2009, the Company increased its
working capital position by $956,786 from ($1,369,443) as of  December 31,
2008 to  $(412,657) as of September  30, 2009.





Analysis
of the nine months ended September  30, 2009 compared to the nine months
ended September 30, 2008




The
Company had a net profit of $160,367 for the nine months ended September 30,
2009 as compared to a net loss of ($5,785,590) for the nine months ended
September 30, 2008 an increase of $5,945,957.


20





Total
selling, general and administrative expenses decreased to $1,414,304 for the
nine months ended September 30, 2009 from $1,962,982 for the nine months ended
September 30, 2008, a decrease of $548,678 or 28.0%. 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 nine months ended September 30, 2009 was $280,561 compared to
$181,377 for the nine months ended September 30, 2008, an increase of $99,184 or
54.6%.





Interest
expense for the nine months ended September 30, 2009 was $450,455 compared to
$649,046 for the nine months ended September 30, 2008, a decrease of $198,591 or
30.5%.    The decrease is due to the payoff of several loans and
reduced borrowing under its new receivable financing agreement with Wells Fargo
Business Credit.





Liquidity
and Capital Resources





Liquidity





For the
nine months ended September 30, 2009 the Company increased its working capital
position by $956,786 from ($1,369,443) as of  December 31, 2008 to
$(412,657) as of September 30, 2009.  The increase is due to the reduction
in short-term loans and accrued interest on Convertible debt being added to the
new long-term note agreements.





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.


21


On
September 30, 2009 DSEN had total assets of $2,955,588 compared to $3,141,150 on
December 31, 2008, a decrease of $185,562.  The decrease in assets is
principally due to the reduction in net property and equipment due to
depreciation expense and a reduction in accounts receivable due to lower monthly
revenues.  DSEN had a total stockholders' equity (deficit) of ($3,636,038)
on September 30, 2009 compared to ($3,775,137) on December 31, 2008, an increase
in stockholders’ equity of $139,099.




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.





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.


22





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 September 30, 2009, our disclosure controls and
procedures were effective.




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 September 30, 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  September 30, 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.


23


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.





Item 5.
Other Information





None.





Item 6.
Exhibits and Reports on Form 8-K





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.





(c)
Reports on Form 8-K




Current
Report on Form 8-K, filed on January 6, 2009





(d) Other
Exhibits




None





24




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:
      November_16,
2009


25