Datascension 10K 2008 Annual report

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

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

EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 000-29087

DATASCENSION, INC.

(Name of registrant in its charter)

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

532 PIMA CANYON COURT		89144
LAS VEGAS, NEVADA		(Zip Code)

702-233-6785

(Registrant's telephone number)

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

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

Common Stock, par value $.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

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

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

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 ¨	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shel1 company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

State registrant’s revenues for its most recent fiscal year. $18,056,808

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

The aggregate market value of voting common equity held by non-affiliates as of April 9, 2009 was approximately $1,674,532. The number of shares outstanding of the registrant’s Common Stock, as of April 9, 2009, was 21,307,261 shares.

Documents Incorporated by Reference

None.

TABLE OF CONTENTS

		Page No.

PART I

Item 1. Description of Business		1

Item 1A. Risk Factors		4

Item 2. Description of Properties		13

Item 3. Legal Proceedings		13

Item 4. Submission of Matters to a Vote of Security Holders		13

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters		13

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 8. Financial Statements and Supplementary Data		20

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		21

Item 9A(T). Controls and Procedures		21

Item 9B. Other Information		21

PART III

Item 10. Directors, Executive Officers and Corporate Governance		22

Item 11. Executive Compensation		26

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		28

Item 13. Certain Relationships and Related Transactions, and Director Independence		30

Item 14. Principal Accounting Fees and Services		32

PART IV

Item 15. Exhibits, Financial Statement Schedules		33

Signatures		36

PART I

Forward-Looking Statements

This annual report contains forward-looking statements. The forward-looking statements include all statements that are not statements of historical fact. The forward-looking statements are often identifiable by their use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," "Plans" or the negative or other variations of those or comparable terms. Our actual results could differ materially from the anticipated results described in the forward-looking statements. Factors that could affect our results include, but are not limited to, those discussed in Item 1A, “Risk Factors” and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operation" and included elsewhere in this report.

ITEM 1. DESCRIPTION OF BUSINESS.

(a) Entity History

Datascension, Inc. (“DSEN”, “Datascension” or the “Company”) (formerly known as Nutek) was incorporated under the laws of the State of Nevada, on August 23, 1991, under the name Swiss Technique, Inc. The original Articles of Incorporation of DSEN authorized the issuance of fifty million (50,000,000) shares of common stock with a par value of $0.001. On August 23, 1991, pursuant to Section 78.486, Nevada Revised Statutes as amended, DSEN filed with the Nevada Secretary of State Articles of Merger, whereby DSEN merged with Sun Investments, Inc., a Utah corporation. On or about April 10, 1992, DSEN filed Articles of Amendment to the Articles of Incorporation with the Secretary of State of Nevada, authorizing five million (5,000,000) shares of Preferred Stock , par value of $0.001 per share, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors of DSEN. DSEN on or about March 3, 1995 changed its name from Swiss Technique, Inc., to Nutek, Inc. pursuant to a Certificate of Amendment to its Articles of Incorporation filed with the Secretary of State of Nevada .

Pursuant to an amendment to its Articles of Incorporation, duly filed in Nevada, the Company changed its name to Datascension, Inc. in January 2004.

The Company currently has no operational subsidiary as Datascension International, Inc. was merged into the Company during 2008. DSEN had four other subsidiaries which were disposed of as follows:, the non operating entities, Kristi & Co, Inc and SRC International, Inc were discontinued and written down as of December 31, 2004. Century Innovations, Inc and Nutek Oil, Inc were spun off also as of December 31, 2004, as separate operating entities which are managed and operated by independent management.

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

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

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

DSEN's mailing address is: 532 Pima Canyon Court, Las Vegas, Nevada 89144, 702-233-6785. The Company website can be found at www.datascension.com.

(b) Business of Issuer

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

1) Principal Products, Services and Principal Markets.

Services

Telephone Interviewing (CATI or Paper)

Currently, Datascension's CATI telephone facility employs approximately 1200 part- and full-time telephone interviewers, many of whom are bilingual in Spanish and English. Datascension and other leading research agencies have found that streamlining their systems with integrated CATI and automatic dialing capabilities have resulted in quicker turnaround, lower costs and increased field capacity for phone research projects.

Internet Data Collection

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

Database Engineering

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

Data Storage

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

Document Processing

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

Data Reporting & Mining

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

In-bound Customer Service

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

Bilingual Interviewing

People of Hispanic or Latino descent comprise approximately 12.5% of the US population, according to 2000 US Census figures. Datascension has recognized the importance of surveying this population. Datascension has begun a more concerted effort to target the Hispanic community and garner their input as a separate and unique segment of our society. To that end, we contract a number of bilingual interviewers who are skilled in conducting research in both Spanish and English.

Major Clients

During the year ended December 31, 2008, the Company had five major clients , Ipsos-Reid (15.0%), Synovate (11.6%), Nielsen (8.3%), Sandelman & Associates (8.0%) and Superfly Advertising (6.2%). Management believes the loss of one of these key clients could materially affect the operations of the company in the short term.

Approximately 98% of the revenue generated is from the telephone interviewing and customer service with approximately 2% coming from the data services and programming division. Customers are located through referrals from existing customers and from leads generated by our sales staff.

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

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

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

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

2) Employees/Contract workers

DSEN currently has both employees and contracted help. The employees have residence in the US but spend most of their time in Costa Rica managing the Company. In addition to the seven Company employees, of which (5) are Officers of DSEN, the Company employs approximately 1200 contracted individuals working for DSEN of which 160 are full-time.

3) Competition

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

ITEM 1A. RISK FACTORS

Risks Relating to our Business:

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

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

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

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

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

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

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

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

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

Additionally, the market for customer contact services and market research is highly fragmented and very competitive. In certain segments of the industry, however, the customer contact services and market research industries have begun to experience a degree of consolidation, and the development of major customer contact center companies has resulted in an additional level of competition from service providers that have greater name recognition, larger installed customer bases, and significantly greater financial, technical, and marketing resources than we have. Large established enterprise software companies may leverage their existing relationships and capabilities to offer customer service applications. In other instances, many large companies provide their own in-house customer care support and customer training. Also, a number of existing companies have experienced rapid internal growth, and several of these companies have been active in acquiring smaller regional customer contact services and call center companies and are becoming major competitors with a measurable share of this rapidly expanding market. If our competitors provide more efficient or less expensive services, we may lose market share and revenues.

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

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

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

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

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

Due to our limited operating history, especially in Costa Rica, where we consolidated much of our market research operations in 2002, our business and future prospects are difficult to evaluate. You should consider the challenges, risks and uncertainties frequently encountered by early-stage companies using new and unproven business models in rapidly evolving markets. These challenges include our ability to:

attract and retain clients;

attract and retain key personnel and customer management professionals;

generate sufficient revenues and manage costs to maintain profitability;

manage growth in our operations; and

maintain access additional capital when required and on reasonable terms.

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

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

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

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

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

· long sales cycles and fluctuations in sales cycles;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The loss of the services of Lou Persico, our Chief Executive Officer, David Lieberman, our Chief Financial Officer or Joseph Harmon, our Chief Operating Officer, could seriously impair our ability to continue to manage and expand our business. Our success depends on the continued service and performance of our executive officers, and we cannot guarantee that we will be able to retain these individuals.

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

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

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

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

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

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

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

We derived approximately 72.9% of our total net revenues from 10 clients in the year ended December 31, 2008. If we were to lose, or if there were a material reduction in business from, one or more of these clients or our other significant clients, our net revenues might decline substantially.

Our ten largest clients accounted for $13,160,656 of revenues, or approximately 72.9%, of our total net revenues for the year ended December 31, 2008. If we lose business from any of our top ten clients, our net revenues may decline substantially.

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

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

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

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

We are typically required to collect and store sensitive data in connection with our services, including names, addresses and other personal information. If any person, including any of our employees, penetrates our network security or otherwise misappropriates sensitive data, we could be subject to liability for breaching contractual confidentiality provisions or privacy laws. Penetration of the network security of our data bases could have a negative impact on our reputation and could lead our present and potential clients to choose other service providers.

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

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

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

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

We believe that our existing cash and cash equivalents will be sufficient to support our anticipated cash needs through 2009. However, the timing and amount of our working capital and capital expenditure requirements may vary significantly depending on numerous factors, including:

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

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

· the need to enhance our operating infrastructure;

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

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

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

· increased competition and competitive pressures.

If our capital resources are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities or obtain other debt financing. The sale of additional equity securities or convertible debt securities would result in additional dilution to our stockholders. Additional debt would result in increased expenses and could result in covenants that restrict our operations. We may be unable to secure financing in sufficient amounts or on terms acceptable to us, if at all, in which case we may not have the funds necessary to finance our ongoing capital requirements or execute our business strategy.

Risk Related to Doing Business Offshore

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

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

Risk Relating to our Industry

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

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

Risks Relating to our Stock and Financing Arrangements:

1. The overhang effect from the resale of the selling shareholders securities on the market could result in lower stock prices when converted.

Overhang can translate into a potential decrease in DSEN's market price per share. If the share volume cannot absorb the sale of these shares, DSEN's market price per share will likely decrease. As the market price decreases, each subsequent conversion will require a larger quantity of shares.

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

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

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

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

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

· The brokerage companies compensation for the trade.

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

In addition, the brokerage firm must send the investor:

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

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

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

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

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

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

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

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

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

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

DSEN anticipates that for the foreseeable future, earnings will be retained for the development of its business. Accordingly, DSEN does not anticipate paying dividends on the common stock in the foreseeable future. The payment of future dividends will be at the sole discretion of DSEN's Board of Directors and will depend on DSEN's general business condition.

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

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

· actual or anticipated fluctuations in our quarterly operating results,

· announcements of new services by us or our competitors,

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

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

· additions or departures of key personnel,

· potential litigation, or

· economic conditions in the outsourced call center market.

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

On November 7, 2008, we entered into an Account Purchase Agreement (“Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to which Wells Fargo has agreed to purchase certain accounts receivable from we 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 we. To secure this repurchase and other obligations of we thereunder, we 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 our collateral to the security interests of Wells Fargo.

Accordingly, if we were to default under this arrangement, Wells Fargo would be able to foreclose on all of our assets, possibly leaving us with no operating business or assets.

ITEM 2. DESCRIPTION OF PROPERTY.

The principal office of 5,102 square feet of office space at 145 State College Blvd., Ste. 350, Brea California 92821 was sub-leased in July, 2007. Net rent expense recorded during 2008 and 2007 was $7,502 and $54,030, respectively.

The address of the Costa Rica facility is: Datascension Mall San Pedro, Quatro Piso, antiguo Planet Mall, San Pedro, San Jose, Costa Rica, where the Company leases approximately 42,831 square feet. The Company also leases approximately 22,368 square feet in Limon, Costa Rica which is cancellable on 30 days’ prior notice. The details on the leases, which are all cancellable on 90 days’ prior notice, comprising the new Costa Rica facility (described below) are as follows:

Floor	Under Name	Monthly Amount		Starting date	Ending Date
Apartments	Marcas La Union S.A.	$	8,700	1-Nov-06	30-Oct-2011
Rent 3th Floor	Arrendamientos Capitulo Zeta	$	2,766	15-Mar-08	15-Mar-2011
Rent Ciber City	Arrendadora Coturno S.A	$	2,685	15-May-06	15-May-2013
Rent Planet Mall	Increible Universo M.O.S.A	$	20,610	1-May-06	1-May-2013
		$	34,761

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

ITEM 3. LEGAL PROCEEDINGS.

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

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

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

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2008.

PART II

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

Market Information

Datascension, Inc., Common Stock is traded on the OTC Bulletin Board (OTCBB) under the symbol "DSEN". The following table sets forth the high and low bid quotations for the Common Stock for the periods indicated. These quotations reflect prices between dealers, do not include retail mark-ups, markdowns, and commissions and may not necessarily represent actual transactions. These bid quotations have not been adjusted retroactively by any stock split. As of December 31, 2008, DSEN had approximately 1,175 shareholders of record.

Period	High		Low
Calendar Year 2007

March 31, 2007		0.65		0.36
June 30, 2007		0.85		0.35
September 30, 2007		0.90		0.45
December 31, 2007		0.69		0.26

Calendar Year 2008

March 31, 2008		0.63		0.30
June 30, 2008		0.30		0.09
September 30, 2008		0.09		0.06
December 31, 2008		0.11		0.01

These quotations do not necessarily reflect actual transactions, retail mark-ups, mark-downs or commissions. The transactions include inter-dealer transactions.

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

Shareholders of Record and Outstanding Shares

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

As of December 31, 2008, DSEN had 21,307,361 shares of its $.001 par value common voting stock issued and outstanding which are held by 1,175 shareholders of record. As of December 31, 2008, there were 505,900 shares of Series B Preferred Stock outstanding. DSEN has not paid any dividends to date. In addition, it does not anticipate paying dividends in the immediate foreseeable future. The Board of Directors of the Company will review its dividend policy from time to time to determine the desirability and feasibility of paying dividends after giving consideration to the Company's earnings, financial condition, capital requirements and such other factors as the board may deem relevant.

Reverse Split

On November 4, 2004, Datascension Inc., announced its board of directors authorized a reverse split of the company's common stock at a ratio of one-for-ten. The reverse split, which was approved by the Company's stockholders at the last shareholder meeting, took effect on November 5, 2004. Each ten shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued. Holders of fractional shares received shares rounded to the nearest whole share. The reverse split affected all of stockholders uniformly and did not affect any stockholder's percentage ownership interests in the Company or proportionate voting power.

Preferred Shares

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.

Securities Authorized for Issuance under Equity Compensation Plans

No securities were issued under an equity compensation plan in 2008.

Recent Sales of Unregistered Securities

During the fiscal year ended December 31, 2008, the Company issued securities using the exemptions available under the Securities Act of 1933 including unregistered sales made pursuant to Section 4(2) of the Securities Act of 1933 as follows:

221,389 shares of common stock were issued to settle $77,826 of accrued interest

200,000 shares of common stock were issued to a consultant as compensation, valued at $60,000

30,000 shares of common stock were issued to a director for fees, valued at $11,700

80,000 shares of common stock were issued to settle an agreement for services, valued at $24,000

50,000 stock options were issued to employees, valued at $15,000

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

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

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

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

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

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

ITEM 7. 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 in 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.

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 has been fully paid.

A result of this restriction is that any additional funds needed with most likely have to be provided by the current note holders or would require their consent.

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

Expected Significant Changes in the Number of Contract Workers

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

Managements Discussion and Analysis of Financial Condition and Results of Operations

For the calendar year ended December 31, 2008, the Company generated $18,056,808 in revenues as compared to $20,260,054 during the calendar year ended December 31, 2007, a decrease of $2,203,246 or 10.9%. For the calendar year ended December 31, 2008, the Company’s cost of goods sold was $15,955,766 as compared to $17,780,061 during the calendar year ended December 31, 2007, a decrease of $1,824,295 or 10.2 %. For the calendar year ended December, 31, 2008, the Company generated a gross profit of $2,101,042 compared to $2,479,993 for the calendar year ended December 31, 2007, a decrease of $378,951or 15.2%. The decrease in revenue and in cost of goods sold resulted primarily in the loss of Orbis, Inc. a “cost plus” client in May, 2008. Cost plus business generates a lower gross profit margin; therefore, a greater reduction in cost of sales as a percentage of the total business when this business is lost. For the calendar year ended December 31, 2008, the Company increased its working capital position by $77,012 from $(1,446,455) as of December 31, 2007 to $ (1,369,443) as of December 31, 2008.

Analysis of the calendar year ended December 31, 2008 compared to the calendar year ended December 31, 2007.

The Company had a net loss of $6,503,644 for the calendar year ended December 31, 2008 compared to a net loss of $907,311 for the calendar year ended December 31, 2007, an increase in net loss of $5,596,333. The increase in net loss was attributable to the write-off of Goodwill and fixed assets. In addition, the Company’s business decreased due to the loss of a significant customer and the increase in additional senior personal.

Total expenses increased to $3,184,560 for the calendar year ended December 31, 2008 from $2,387,671 for the calendar year ended December 31, 2007, an increase of $796,889. The increase in expenses related mainly to the hiring of a full time CFO and a Vice President of Inbound Sales, increased costs related to increasing the number of members of the Board of Directors along with increased compliance and audit costs related to the filing of amendments filed with the SEC and additional marketing costs.

Depreciation expense for the calendar year ended December 31, 2008 was $381,245 compared to $215,311 for the calendar year ended December 31, 2007, an increase of $165,934.

Interest expense for the calendar year ended December 31, 2008 was $1,087,403 compared to $1,006,815 for the calendar year ended December 31, 2007 an increase of $80,588.

Liquidity and Capital Resources

Liquidity

For the calendar year ended December 31, 2008, the Company increased its working capital position by $77,012 from $(1,446,455) as of December 31, 2007 to $(1,369,443) as of December 31, 2008 as a result of certain debtholders extending the maturity date of notes payable from the Company to them.

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 December 31, 2008 DSEN had total assets of $3,141,150 compared to $9,563,879 on December 31, 2007, a decrease of $6,422,729. The decrease in assets is the result of the write off of goodwill in the amount of $1,692,782, the net write off of fixed assets $2,606,644 and the sale of receivables to Wells Fargo Business Credit. DSEN had a total stockholders' equity (deficit) of $(3,775,137) on December 31, 2008 compared to $3,365,963 on December 31, 2007, a decrease in equity of $7,141,100.

Capital Resources

The Registrant'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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

TABLE OF CONTENTS

	PAGE

INDEPENDENT AUDITORS' REPORT:

Independent Auditors Reports - 2007 & 2008	F-1

FINANCIAL STATEMENTS:

Balance Sheets	F-2

Statements of Operations	F-3

Statement of Changes in Stockholders' (Deficit) Equity	F-4

Statements of Cash Flows	F-6

NOTES TO FINANCIAL STATEMENTS:	F-7 to F-19

KBL, LLP

CERTIFIED PUBLIC ACCOUNTANTS & ADVISORS

REPORT OF REGISTERED INDEPENDENT AUDITORS

To the Board of Directors

Datascension, Inc.

Las Vegas, Nevada

We have audited the accompanying balance sheet of Datascension, Inc., as of December 31, 2008, and the related consolidated statements of operations, changes in stockholders' (deficit) equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Datascension, Inc. as of December 31, 2008 , and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

KBL, LLP

April 9, 2009

Larry O'Donnell, CPA, P.C.

Telephone (303)745-4545	2228 South Fraser Street
Fax (303)369-9384	Unit 1
e-mail larryodonnelcpa@msn.com	Aurora, Colorado 80014
www.larryodonnellcpa.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Datascension, Inc.

Brea, California

I have audited the accompanying balance sheet of Datascension, Inc., as of December 31, 2007, and the related statements of loss, changes in stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Datascension, Inc. as of December 31, 2007, and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Larry O’Donnell, CPA, P.C.

April 14, 2008

F-1

DATASCENSION, INC.

CONSOLIDATED BALANCE SHEET

DATASCENSION, INC.

BALANCE SHEET

AT DECEMBER 31, 2008

	12/31/2008			12/31/2007
	AUDITED			AUDITED
ASSETS
Current assets:
Cash	$	73,713		$	46,930
Accounts receivable		1,303,960			3,071,764
Receivable due from related party		-			1,530,124
Prepaid expenses		14,322			56,666
Total current assets		1,391,995			4,705,484

Property and equipment, net of accumulated depreciation of $787,285 and $1,083,299, respectively		1,633,139			3,146,788

Other assets:
Website, net of amortization		-			3,207
Deposits		116,016			15,618
Goodwill		-			1,692,782
Total other assets		116,016			1,711,607

Total assets	$	3,141,150		$	9,563,879

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:
Accounts payable	$	490,845		$	316,333
Accrued expenses		2,197,641			491,603
Short term notes payable		17,464			35,499
Loan payable to Comerica Bank		0			1,727,688
Current portion of long term debt		55,488			3,580,816
Total current liabilities		2,761,438			6,151,939

Long term debt , net of current portion		4,154,849			45,977


Total liabilities		6,916,287			6,197,916

Stockholders' (deficit) equity:

Preferred stock, $.001 par value, 20,000,000 shares authorized, 505,900 of preferred stock Series B issued and outstanding		506			506

Additional paid-in capital- preferred Series B		481,994			481,994
Preferred stock Series C		1
Additional paid-in capital-preferred Series C		14,999
Common stock, $0.001 par value, 200,000,000 shares authorized, 21,307,361and 35,775,972 shares issued and outstanding at December 31, 2008 and December 31, 2007 Respectively		21,307			35,776
Additional paid-in capital-common stock		16,361,777			16,188,782
Treasury stock, at cost, 95,833 shares		(134,388	)		(134,388	)
Accumulated deficit		(20,521,333	)		(13,206,707	)
Total stockholders'(deficit) equity		(3,775,137	)		3,365,963

Total liabilities and stockholders' (deficit) equity	$	3,141,150		$	9,563,879

See accompanying notes.

F-2

DATASCENSION INC.

CONSOLIDATED STATEMENT OF OPERATIONS

DATASCENSION, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

	For the year			For the year
	ended			ended
	12/31/2008			12/31/2007
	Audited			Audited

Revenue	$	18,056,808		$	20,260,054

Cost of goods sold		15,955,766			17,780,061

Gross profit		2,101,042			2,479,993

Expenses:
Selling, general and administrative		2,803,315			2,172,360
Depreciation and amortization		381,245			215,311
Total expenses		3,184,560			2,387,671

Operating (loss) income		(1,083,518	)		92,322

Other (expense) income :
Loss on write-off of goodwill		(1,692,782	)		-
Loss on write-off of property and equipment		(2,606,644	)
Loss on write-off of website assets		(3,207	)
Loss on exiting non-cancellable operating lease		(41,800	)
Other income		9,420			7,182
Interest expense		(1,087,403	)		(1,006,815	)
Interest income		2,290			-
Total other (expense) income		(5,420,126	)		(999,633	)

Net loss	$	(6,503,644	)	$	(907,311	)

Basic weighted average number of common
shares outstanding		29,746,947			29,455,007

Diluted weighted average number of common
shares outstanding		29,746,947			29,455,007

Basic net loss per share	$	(0.22	)	$	(0.06	)

Diluted net loss per share	$	(0.22	)	$	(0.06	)

See accompanying notes.

F-3

DATASCENSION, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

AS OF DECEMBER 31, 2008


	COMMON STOCK SHARES			COMMON STOCK AMOUNT			ADDITIONAL PAID-IN CAPITAL			STOCK SHARES SERIES B		PREFERRED STOCK SERIES B		ADD PAID IN CAPITAL		TREASURY STOCK			PREFERRED STOCK SHARES SERIES C		PREFERRED STOCK SERIES B		PREFERRED STOCK SERIES C Paid- in Capital	ACCUMULATED (DEFICIT)			TOTAL EQUITY
BALANCE AT DECEMBER 31, 2006		23,031,547		$	23,032		$	13,150,159			505,900-	$	506	$	481,994	$	(134,388	)	$	-	$	-		$	(12,299,396	)	$	1,221,907

Stock issued for services		50,000			50			18,550																				18,600

Stock issued in connection with loan		10,000			10			4,790																				4,800

Stock issued in settlement of debt		171,429			171			59,829																				60,000

Stock issued in settlement of debt and interest		9,401,586			9,402			2,958,568																				2,967,970

Net loss for the year Ended December 31, 2007																									(907,311	)		(907,311	)

Warrants exercised		3,111,410			3,111			(3,114	)																			(3	)

BALANCE AT DECEMBER 31, 2007 as originally reported		35,775,972			35,776			16,188,782			505,900		506		481,994		(134,388	)		-		-			(13,206,707	)		3,365,963
Correction of prior years’ financial statements to reflect proper consolidation of the subsidiary’s balance sheet and elimination of parent entity investment in that subsidiary																									(810,892	)		(810,892	)
BALANCE AT DECEMBER 31, 2007 ,as restated		35,775,972			35,776			16,188,782			-		506		481,994		(134,388	)		-		-			(14,017,689	)		2,554,981	)
Stock issued in settlement of interest		221,389			221			77,605																				77,826
Stock issued for services		310,000			310			95,390																				95,700
Stock converted into Series C Preferred Stock		(15,000,000	)		(15,000	)														1,000		1	14,999
Net loss for the year Ended December 31, 2008																									(6,503,644	)		(6,503,644	)
BALANCE AT DECEMBER 31, 2008		21,307,361			21,307			16,361,777			505,900		506		481,994		(134,388	)		1,000		1	14,999		(20,521,333	)		(3,775,137	)

See accompanying notes.

F-4

DATASCENSION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year			For the year
	ended			ended
	12/31/2008			12/31/2007
	Audited			Audited
Cash flows from operating activities:
Net (loss)	$	(6,503,644	)	$	(907,311	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization		381,245			215,311
Loss on write off of goodwill		1,692,782			-
Loss on write off of website assets		3,207
Loss on write off of property and equipment		2,606,644
Issuance of common stock for services and debt (cancellation)		173,526			(432,338	)
Correction of prior years financial statements to reflect proper Consolidation of the subsidiary balance sheet and the elimination Of parent entity investment in that subsidiary		(810,982	)
(Increase) decrease in accounts receivable		1,767,804			(666,005	)
(Increase) decrease in related party receivable		1,530,124			(1,530,124	)
(Increase) decrease in prepaid expenses		42,344			202,960
(Increase) decrease in deposits		(100,398	)		26,131
Increase (decrease) in accounts payable		174,492			56,678
Increase (decrease) in accrued expenses		1,706,058			36,722
Net cash used by operating activities		2,663,202			(2,997,976	)

Cash flows from investing activities:
Purchase of property and equipment		1,290,696			226,169
Net cash used by investing activities		1,290,696			226,169

Cash flows from financing activities:
Increase (decrease) in short-term notes payable		(18,035	)		(321,126	)
Increase (decrease) in loan payable to Comerica Bank		(1,727,688	)		1,727,688
Decrease in long term debt					(2,231,481	)
Proceeds of issuance of convertible long term debt		400.000			-
Issuance of common stock		-			3,051,367
Net cash provided by financing activities		(1,345,723	)		2,226,448

Net increase (decrease) in cash		26,783			(545,359

Balance - beginning		46,930			592,289
Balance - ending	$	73,713		$	46,930

Interest paid	$	181,168		$	184,314
Taxes paid		-		$	-

F-5

DATASCENSION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - HISTORY AND ORGANIZATION OF THE COMPANY

Datascension, Inc. (formerly known as Nutek, Inc.) was incorporated in August 1991 under the laws of the State of Nevada as 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 through 2008.

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. All significant inter- company balances and transactions have been eliminated.

Use of Estimates

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

F-6

Comprehensive Income

Statements of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130), requires that total comprehensive income be reported in the financial statements. The Company does not have any items considered to be other comprehensive income for the year ended December 31, 2008.

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.

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 years
Computer equipment	5 years
Furniture and fixtures	5-10 years
Office equipment	5 years

Revenue Recognition

F-7

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:

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

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

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 has been made during the year ended December 31, 2008 and is summarized in Note 13 ..

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 has been made during the year ended December 31, 2008 and is summarized in Note 13 hereinbelow.

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 the year ended December 31, 2008 and 2007.

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.

F-8

Advertising

Advertising costs are expensed when incurred. Advertising for the years ended December 31, 2008 and December 31, 2007 amounted to $ 36,267 and $9,000, 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.

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 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.

During the year ended December 31, 2007, the Company had three major clients, Ipsos-Reid (21.2%), Orbis (10.6%), and Synovate (8.3%). Management believes the loss of one of these key clients would materially affect the operations of the Company in the short term.

Recently Issued Accounting Pronouncements

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 Company does not believe that the adoption of SFAS No. 157 will have a material impact on its condensed consolidated financial statements.

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 Company does not expect that the adoption of SFAS No. 159 will have a material effect on the Company's consolidated financial statements.

F-9

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 Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

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. The Company is currently evaluating the impact, if any, the adoption of SFAS No. 141(R) may have on its condensed consolidated financial statements.

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. The Company is currently evaluating the impact that adopting SFAS No. 160 will have on its condensed consolidated financial statements.

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. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 161 may have on its condensed consolidated financial statements.

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 is not expected to have a material impact on the Company’s financial position.

F-10

In June 2008, the FASB issued EITF No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. EITF No.07-5 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock. The adoption of EITF No. 07-5 is not expected to have a material effect on the Company’s consolidated financial statements.

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 is not expected to have a significant impact on the Company’s results of operations, financial condition or cash flows.

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 affect the Company’s results of operations or financial condition for the year ended December 31, 2008.

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 December 31, 2008 and 2007:

	2008			2007
Leasehold improvements	$	880,959		$	2,004,285
Computer equipment		932,550			922,889
Office equipment		464,991			945,474
Vehicles		127,439			127,439
Software License		14,485			230,000
		2,420,424			4,230,087
Less: Accumulated depreciation & amortization		(787,285	)		(1,083,299	)
	$	1,633,139			3,146,788

F-11

Depreciation expense for the years ended December 31, 2008 and 2007 was $381,245 and $215,311, respectively.

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 December 31, 2008.

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 December 31, 2008, 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 $ 32,363 at December 31, 2008.

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.

F-12

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.

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

As of December 31, 2008, both notes are unpaid and there is $319,563 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 $ 215,444 of accrued interest outstanding at December 31, 2008.

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 December 31, 2008, this note is unpaid and there is $38,342 of accrued interest.

Below is a summary of secured convertible promissory notes payable due to Longview and Alpha and related accrued interest payable at December 31, 2008

Longview

Notes	$	2,922,255
Accrued interest payable		388,784
	$	3,311,039

Alpha

Notes	$	832,594
Accrued interest payable		216,928
	$	1,049,522

Interest expenses incurred during the year ended December 31, 2008 on the above tabled debt due to Longview and Alpha is as follows:

Longview	$	388,784
Alpha		91,803
	$	480,587

F-13

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 December 31, 2008:

A note payable to Wells Fargo Bank which bears interest at 12.75%

17,464

NOTE 6. INCOME TAXES

As of December 31, 2008, the components of deferred income taxes are as follows:

Net operating loss carryforward	$	6,977,253

Total deferred tax assets		6,977,253
Less valuation allowance		(6,977,253	)

Net deferred tax assets	$	-

Reconciliation of the differences between the statutory tax rate and the effective tax rate is:

	December 31, 2008
Federal statutory tax rate		34.0	%
Effective Tax Rate		34.0	%
Valuation Allowance		(34.0	)%
Net Effective Tax Rate		—

As of December 31, 2008, the Company has a net operating loss carryforward of $20,521,333 expiring through 2028. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management's uncertainty about its realization. Furthermore, the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code.

F-14

NOTE 7 - STOCKHOLDERS' (DEFICIT) EQUITY

During the year ended December 31, 2008, the Company issued shares of common stock as follows:

	Valued at*

200,000 shares were issued to a consultant as compensation	$	60,000

30,000 shares were issued to Bob Sandelman, a former Board Member for director’s fees		11,700

80,000 shares were issued to settle a prior agreement for services		24,000

310,000 Charged to selling, general and administration expenses during the year ended December 31, 2008		95,700

221,389 shares of common stock were issued in settlement of prior year accrued interest liability due on a secured convertible promissory note due to Longview		77,826

531,389 Total	$	173,526

* Based upon the publicly traded share price of the Company’s common stock on the date of issuance.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Leases

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

At December 31, 2008, aggregate future minimum payments under these leases, are as follows:

For the years ended December 31,
2009	$	534,988
2010		525,163
2011		417,132
2012		279,540
2013		94,522
Total	$	1,851,345

During the year ended December 31, 2008, the Company entered into an agreement with the landlord for space located in Costa Rica, SA for which the Company incurred a loss on exiting that non cancelable operating lease of $41,800, effective December 31, 2008.

Accrued expenses at December 31, 2008 includes $41,800 to reflect the liability for exiting this lease.

NOTE 9 - 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.

F-15

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:		1,000

Per Share Stated Value:		$4,500

Liquidation Preference:		Per share Stated Value

Conversion Price into Common Stock:		$.30 per share, as adjusted from time to time as set forth in the Certificate of Designation

Voting 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 year ended December 31, 2008.

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 December 31, 2008, 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.

F-16

Other Related Parties

During the year ended December 31, 2008, the Company billed $ 1,446,931 to Sandelman & Associates, a Company controlled by a former board member, which amounted to approximately 8.00% of total revenue for the period. At December 31, 2008 Accounts Receivable includes $23,548 due from Sandelman & Associates.

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.

During the year ended December 31, 2008, the Company incurred $5,000 in a director’s fee and $62,500 in consulting fees to Lou Persico who became the CEO and Chairman of the Company effective December 31, 2008. These amounts are including with in selling, general and administrative expenses for the year ended December 31, 2008.

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

NOTE 10 - WARRANTS AND OPTIONS

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

There were no other options granted or exercised by the directors and executive officers outstanding as of December 31, 2008.

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

	Year Ended				Year Ended
	December 31, 2008				December 31, 2007
	Weighted Avg.				Weighted Avg.
	Shares Exercise				Shares Exercise
		(x 1,000)	Price			(x 1,000)		Price
Options and warrants outstanding at beginning of year		2,851		0.36		2,651		$	0.36

Granted:
Options		50		0.30
Warrants						200			.30
Exercised
Expired:
Warrants						(	)

Options and warrants outstanding and exercisable at end of period		2,901		0.36		2,851		$	0.36

Weighted average fair value of options and warrants granted during the year	$	-	$$	-	$	-

F-17

The following table summarizes information about the Company’s stock options and warrants outstanding at December 31, 2008, all of which are exercisable:

Outstanding

Exercisable

Outstanding

Weighted average

remaining

Weighted

Vested

Number of

contractual

Average

Number of

Exercise

life (years)

exercise price

Prices

$0.00-$0.40

2,900,987

2.15

0.36

2,900,987

.0.36

NOTE 11 - 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 12 - CREDIT AGREEMENT

Wells Fargo

NOTE 13 – LOSS ON WRITE-OFF AND WRITEDOWN OF IMPAIRED ASSETS

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

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

Total	$	4,302,633

F-18

NOTE 14 – CORRECTION OF STOCKHOLDERS’ (DEFICIT) EQUITY FOR PRIOR YEARS’ ERRORS IN PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2008, Management of the Company determined that the Financial Statements issued by the Company for the year ended December 31, 2007 and years prior to that had been incorrectly prepared concerning consolidation of the subsidiary's balance sheet and elimination of parent entity investment in that subsidiary.

Accordingly the Consolidated Statement of Stockholders’ (Deficit) Equity for the year ended December 31, 2008 has been corrected to reflect the opening balance in accumulated deficit as originally reported for the year ended December 31, 2007in a manner that reflects the proper consolidation of the subsidiary's balance sheet and elimination of parent entity investment in that subsidiary as if it had been done so for the years ended December 31, 2007 and prior.

NOTE 15 - SUBSEQUENT EVENTS

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 $117,215.44 and $30,031.18, respectively.

F-19

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, management performed, with the participation of our Chief Executive Officer and Chief Accounting Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the report we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management including our Chief Executive Officer and our Chief Accounting Officer, to allow timely decisions regarding required disclosures. Our Chief Executive Officer and our Chief Accounting Officer concluded that, as of December 31, 2008, our disclosure controls and procedures were effective.

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

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

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

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

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

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

Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the year ended December 31, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework and Internal Control over Financial Reporting-Guidance for Smaller Public Companies. We believe that internal control over financial reporting is effective. We have not identified any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

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

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes during the quarter ended December 31, 2008 in our Company's internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) and 15d-15(d) that have material affected, or are reasonably likely to materially affect, our internal controls over our financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth information regarding our executive officers, certain other officers and directors as of December 31, 2008:

Name	Age	Position/Office	Served Since
Joseph Harmon	34	Secretary/COO/Director	September 2001
Stanley Hirschman	62	Director	August 2008
David Lieberman	64	Director /CFO	May 2006
Lou Persico	53	Chairman/President/CEO	December 2008

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

Joseph Harmon - Secretary/COO/Director

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

Stan Hirschman - Director

Stan Hirschman is President of CPointe Associates, Inc., a Plano, Texas executive management and retail operations consulting firm. He is an investment due diligence specialist and works regularly with public companies dealing with the difficulties of the balance between increased regulatory requirements and reasonable corporate governance. He is a director of Axion Power International and South Texas Oil and former chairman of Mustang Software, Inc. While at Mustang Software, Mr. Hirschman took a hands-on role in the planning and execution of the strategic initiative to increase shareholder value resulting in the successful acquisition of the company by Quintus Corporation.

His client list has included GameStop, Nortel, SBC Wireless (now AT&T), Dalrada Financial Corp., Oxford Media Corporation, Earthlink, Inc., Aiirmesh Communications, Bravo Foods International and Retail Highway. Prior to establishing CPointe Associates, he was Vice President Operations, Software Etc., Inc., a 396 retail store software chain, from 1989 to 1996. He also has held senior executive management positions with T.J. Maxx, Gap Stores and Banana Republic.

Mr. Hirschman is a member of the National Association of Corporate Directors and the KPMG Audit Committee Institute and is a graduate of the Harvard Business School Audit Committees in the New Era of Governance symposium. He is active in community affairs and serves on the Advisory Board of the Salvation Army Adult Rehabilitation Centers.

David P. Lieberman – CFO and Director

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

Lou Perisco – Chairman and Chief Executive Officer and President (effective December 31, 2008)

Lou Persico, MBA, CPA has over 25 years of financial and operational experience in private and public corporations. Persico began his career in public accounting and subsequently, he was employed by a series of “Fortune 100 Companies” beginning with American Cyanamid/Wyeth Pharmaceuticals where he held the roles of controller and finance director for almost 10 years operating at overseas locations in Madrid, Spain, San Juan, Puerto Rico and Rio de Janeiro, Brazil.

Persico continued his tenure with other “Blue Chip” companies in a natural succession of increasingly responsible senior financial positions at The PerkinElmer Co., Pearle Vision, Technicolor, Sara Lee, Cambridge Technology Partners and Arthur D. Little as CFO. However, for the past 7 years Persico’s focus has been with venture-backed start-up companies as CFO (the lead investor being Insight Venture Partners, a $3 billion private equity firm). Persico went on to sell one of the early stage companies to Quest Software (QSFT), a publicly traded company, after scaling the business from $1.5M to $20M in 13 months for $61M. At a large public enterprise, Cambridge Technology Partners (CATP), Persico was instrumental in building out the global infrastructure of the company from $200M to nearly $700M in worldwide revenue.

Persico earned at Pace University, New York City, a combined BBA/MBA with a concentration in finance and accounting. He has graduated from the Executive Programs at the Harvard Business School and Columbia Business School, and he is multilingual (Spanish and Portuguese). Persico is an avid health and fitness enthusiast and is a certified fitness trainer.

Significant Employees

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

Family Relationships

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

Legal Proceedings

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

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

·	had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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

·	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

·	been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, where the judgment has not been reversed, suspended or vacated.

Committees

The Company does not have any audit, compensation, and executive committees of its board of directors. The entire board of directors is serving as the Company's audit committee. The Company has not yet implemented any such committees due to limited financial and personnel resources; however, it is exploring the set up and functions of committees and is seriously considering implementation during 2009.

Conflicts of Interest

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

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

Compliance with Section 16(a) of the Exchange Act

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

We are not aware of any person who at any time during the fiscal year ended December 31, 2008, was a director, officer, or beneficial owner of more than ten percent of our common stock, who failed to file reports required by Section 16(a) of the Securities Exchange Act of 1934 during such fiscal year, which have not been accurately updated, even if not on a timely basis.

Code of Ethics

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

Indemnification of Directors and Officers.

The By-laws of the Company state that to the extent allowed by Nevada State law, as same may be amended, and subject to the required procedure thereof, the corporation shall indemnify any person who was or is a party of is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation of Executive Officers

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

SUMMARY COMPENSATION TABLE

										LONG TERM COMPENSATION
ANNUAL COMPENSATION										AWARDS PAYOUTS

NAME AND PRINCIPAL POSITION		YEAR	SALARY		BONUS & COMMISSIONS			HOUSING ALLOWANCE		ALL OTHER COMPENSATION			TOTAL
Lou Persico - CEO	(4)	2008		-		-			-		62,500	1	$	62,500
David Scott Kincer – CEO	(3)	2008	$	240,558					44,000		75,500		$	300,058
David Scott Kincer - CEO		2007	$	275,000					12,000	$	15,500	2	$	287,000
David Lieberman – CFO		2008	$	173,077										173,077
David Lieberman -		2007									42,500	1		42,500
Joseph Harmon – COO		2008	$	175,000		60,275			30,000	$	11,073	2
Joseph Harmon - COO		2007	$	140,000		147,000	(3)		30,000	$		(	$	317,000

(1)	Professional fees.

(2)	401 (k) match

(3)	Mr. Kincer resigned on December 31, 2008.

(4)	Mr. Persico was appointed Chairman, CEO and President on December 31, 2008.

Employment Agreements

Effective June 9, 2006, we entered into separate employment agreements with our Chief Executive Officer, David S. Kincer; and our Chief Operating Officer. Neither agreement was renewed after December 31, 2008.

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

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

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

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

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

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

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

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

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

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

(a) Base Salary. The Executive shall receive an annual base salary of $175,000.00 plus 1% on all work revenues on services rendered over $14.00 per hour that is not otherwise pass through costs payable in monthly or more frequent installments in accordance with the Company's payroll policies ("Base Salary"). The Executive's Base Salary shall be reviewed, and may be increased but not decreased, annually, by the Board pursuant to its normal performance review policies for senior executives, with the first such review occurring not later than December 2006. Should the Company for any reason be unable to pay the Executive monthly or more frequent installments in accordance with the Company's payroll policies, the Executive may elect either of the following alternatives, or a combination thereof;

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

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

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

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

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

Compensation of Directors

There were no arrangements pursuant to which any director of the Company was compensated through December 31, 2008 for any service provided as a director, except as follows.

DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards (1)	Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Joseph Harmon
Stanley Hirschman	$	5,000											5,000
Scott Kincer
David Lieberman		-	$	-			-		-		-	$
Lou Persico	$	5,000											5,000
Robert Sandelman			$	11,700			-		-			$	11,700

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

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2008

	Option Awards								Stock Awards
Name and Principal Position	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Number of Securities Underlying Unexercised Unearned Options (# )		Option Exercise Price	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested		Number of Unearned Shares or Other Rights That Have Not Vested	Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
David Scott Kincer CEO		-	-		-	-		-	-		-	-		-
Lou Persico CEO
Joseph Harmon COO		-	-		-	-		-	435,000		-	-		-
David Lieberman CFO									100,000

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Management and Certain Beneficial Owners

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

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

Class	Name and Address of Beneficial Owner (1)	Number of Shares		Percent Owned (2)
Common	Joseph Harmon		400,556		1.88	%
Warrants	Joseph Harmon		435,000		2.00	%
Common	Stanley Hirschman		-		-	%
Warrants	Stanley Hirschman		-		-	%
Common	Lou Persico		-		-	%
Warrants	Lou Persico		-		-	%
Common	David Lieberman		30,000		.14	%
Warrants	David Lieberman		100,000		.47	%
Common & Warrants	Officers and Directors as a group		965,556		4.47	%
Common	Scott Kincer (5)		2,742,167		12.83	%
Warrants	Scott Kincer (5)					%
Common	Longview Fund, LP (3)		3,125,488		14.67	%
Warrants	Longview Fund, LP (3)		-		-	%
Common	Alpha Capital Anstalt (4)		1,054,615		4.90	%
Warrants	Alpha Capital Anstalt (4)		2,215,987		10.37	%

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

(2) The percentage ownership calculations listed above are based upon 21,307,261 shares of common stock being outstanding and common stock issuable upon exercise of warrants which are exercisable within 60 days, as of April 10, 2009.

(3) The address of Longview Fund, L.P. is c/o Viking Asset Management, LLC, 505 Sansome Street, Suite 1275, San Francisco, CA 94111.

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

(5) Mr. Kincer is the former CEO and President of the Company. He resigned on December 31, 2008.

Persons Sharing Ownership of Control of Shares

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

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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

As of December 31, 2008, both notes are unpaid and there is $319,563 of accrued interest.

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

Below is a summary of secured convertible promissory notes payable due to Longview and Alpha and related accrued interest payable at December 31, 2008

Longview

Notes	$	2,922,255
Accrued interest payable		388,784
	$	3,311,039
Alpha

Notes	$	832,594
Accrued interest payable		216,928
	$	1,049,522

Interest expenses incurred during the year ended December 31, 2008 on the above tabled debt due to Longview and Alpha is as follows:

Longview	$	388,784
Alpha		91,803
	$	480,587

Series C Preferred Stock

Authorized Shares:	1,000

Per Share Stated Value:	$4,500

Liquidation Preference:	Per share Stated Value

Conversion Price into Common Stock:	$.30 per share, as adjusted from time to time as set forth in the Certificate of Designation

Voting 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

Extension of Maturity Dates of Certain Notes

Longview Fund

As of December 31, 2008, Longview Fund, L.P. owned 49.9% 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 6 above for a discussion of certain promissory notes due by the Company to Longview Fund, L.P.

During the twelve months ended December 31, 2008, the Company billed approximately $ 1,058,369 to Sandelman & Associates, a company controlled by a former board member, which amounted to 7.5% of total revenue for the period.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

For the fiscal year ended December 31, 2008 , the Company's principal accountant, KBL, LLP, billed $25,000 for the audit of the Company's annual financial statements and review of financial statements included in the Company's Form 10-Q filings.

For the fiscal year ended December 31, 2007, the Company's principal accountant, Larry O’ Donnell, CPA, P.C. billed $20,000, for the audit of the Company's annual financial statements and review of financial statements included in the Company's Form 10-Q filings.

Audit-Related Fees

For the fiscal years ended December 31, 2008 and 2007, the Company's principal accountant billed $0 and $0, respectively, for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements outside of those fees disclosed above under "Audit Fees".

Tax Fees

For the fiscal years ended December 31, 2008 and 2007, the Company's principal accountant billed $0 and $0, respectively, for tax compliance, tax advice, and tax planning services.

All Other Fees

For the fiscal years ended December 31, 2008 and 2007, the Company's principal accountant billed $0 and $0, respectively, for products and services other than those described above.

Pre-approval Policies and Procedures

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

PART IV

ITEM 15. EXHIBITS , FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.

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

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

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

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

(3) Articles of Incorporation & By-Laws

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

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

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

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

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

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

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

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

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

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

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

(4) Instruments Defining the Rights of Security Holders

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

4.2 Preferred Stock (1)

5.1 Legal Opinion *

(10) Material Contracts

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

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

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

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

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

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

10.7 Transitional Employer Agreement (1)

10.8 Lease, dated October 15, 1999 (1)

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

10.10 Compensation Plan (1)

10.11 Key Employees Incentive Stock Option Plan (1)

10.12 Purchase Agreement - Kristi & Company (2)

10.13 Blank

10.14 Purchase Agreement - Printing Equipment (3)

10.15 Blank

10.16 Employment Agreement Murray N. Conradie (4)

10.17 Employment Agreement Donald L. Hejmanowski (4)

10.18 Employment Agreement Kristi L. Conradie (4)

10.19 Purchase Agreement - Datascension Inc. (5)

10.20 Employment Agreement David Scott Kincer (5)

10.21 Certificate of Preference Rights.

10.22 Purchase Agreement - Sin Fronteras Inc

10.23 Press Release dated May 29, 2002

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

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

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

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

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

10.29 Warrant - March 31, 2005. (7)

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

10.31 Service Agreement - Towne, Inc. (8)

10.32 Service Agreement - Sandelman & Associates (8)

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

10.34 Employment Agreement David Scott Kincer (9)*

10.35 Warrant Agreement David Scott Kincer (9)*

10.36 Employment Agreement Joseph Harman *

10.37 Warrant Agreement Joseph Harman (9)*

10.38 June 7, 2006 Subscription Agreement (10)

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

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

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

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

10.43 December 12, 2006 Subscription Agreement (11)

10.44 December 12, 2006 Form of Note (11)

10.45 December 12, 2006 Form of Warrant (11)

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit 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.

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

Datascension , Inc.

April 10, 2009

By:	/s/ Lou Persico
	Lou Persico
	President and Chief Executive Officer

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

Signature	Title	Date

/s/ LOU PERSICO	President and Chief Executive Officer	April 10, 2009
Lou Persico	and Director
	(Principal Executive Officer)


/s/ DAVID P. LIEBERMAN	Chief Financial Officer and Director	April 10, 2009
David P. Lieberman	(Principal Accounting Officer)


/s/ JOSEPH HARMON	Chief Operating Officer and Director	April 10, 2009
Joseph Harmon

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	8th grade Avg

Datascension (DSEN) Inactive 10-K2008 FY Annual report

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