UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934
Check the appropriate box:
[] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[x] Definitive Information Statement
DATASCENSION, INC.
(Name of Registrant as Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________
2) Form, Schedule or Registration Statement No.
_______________________________________
3) Filing Party:
_______________________________________
4) Date Filed:
_______________________________________
INFORMATION STATEMENT,
NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
OF
DATASCENSION, INC.
6330 McLeod Drive, Suite 1
Las Vegas, NV 89120
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished at the direction of and on behalf
of the Board of Directors of Datascension, Inc. (referred to in this
Information Statement as "we", "us", "our" or "Datascension") to the holders of
record of our common stock, $0.001 par value, as of the close of business on
October 15, 2004.
Our Board of Directors has unanimously approved a proposed potential spin-off
of Datascension International, Inc., our wholly owned subsidiary (referred to
in this Information Statement as "subsidiary", or "Datascension
International"), into a separate public company. Additionally, a majority of
the Company's shareholders have consented in writing to the proposed action.
This Information Statement is being furnished to our stockholders to provide
you with certain information concerning the proposed spin-off, in accordance
with the requirements of the Securities Exchange Act of 1934 and the
regulations promulgated thereunder, including Regulation 14C. No action is
requested or required on your part.
This information statement shall not constitute an offer to sell or
solicitation of an offer to buy any securities.
The date of this Information Statement is November 2, 2004.
RECORD DATE
The record date of stockholders entitled to notice of this corporate action is
the close of business on October 15, 2004. On that date, we had issued and
outstanding 162,320,016 shares of our common stock, $0.001 par value. Each
share of our common stock is entitled to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the Common Stock ownership information as of
October 15, 2004 with respect to (i) each person known to the Company to be the
beneficial owner of more that 5% of the Company's Common Stock; (ii) each
director of the Company; and (iii) all directors, executive officers and
designated shareholders of the Company as a group. This information as to
beneficial ownership was furnished to the Company by or on behalf of each
person named.
Name of Beneficial Number of Shares Percent
Owner (1) Beneficially Owned (2) of Class
Edward D. Tschiggfrie 10,049,623 (3) 6.19%
Murray N. Conradie (Director) 29,848,325 18.39%
D. Scott Kincer (Director) 21,421,670 13.20%
Joey Harmon (Director) 2,005,556 1.24%
Jason F. Griffith (Director) 622,915 0.38%
___________________________________________________________________
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP:
53,898,466 33.21%
Notes:
(1)Except as otherwise indicated, the persons or entities named in the table
have sole voting and investment power with respect to all the shares of Common
Stock beneficially owned by them, subject to community property laws where
applicable. Except as otherwise indicated, the address of each named executive
officer, director and beneficial owner of more than 5% of the Company's Common
Stock is c/o Datascension Inc. 6330 McLeod Drive, Suite 1, Las Vegas, NV 89120.
(2)The ownership percentages set forth in the table are based on 162,320,016
common shares outstanding and 508,500 shares of Preferred Stock Series B issued
and outstanding as of October 15, 2004. The shares have been considered fully
diluted, for a total amount of 162,320,016 shares used, for purposes of the
ownership percentage calculations. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities where
applicable.
(3)Edward D. Tschiggfrie has sole power to vote or to direct the vote of
10,049,623 shares of Common Stock, sole power to dispose or to direct the
disposition of 10,049,623 shares of Common Stock. This reporting person does
not have shared power.
Section 78.320 of the Nevada Revised Statutes and the By-laws of Datascension
Inc., provide that any action required or permitted to be taken at a meeting of
the stockholders may be taken without a meeting if stockholders holding at
least a majority of the voting power sign a written consent approving the
action. This information is being provided to the shareholders of Datascension
Inc. (the "Company") in connection with our prior receipt of approval by
written consent, in lieu of a special meeting, of the holders of a majority of
our common stock authorizing:
1. A proposed Spin-Off of Datascension International, Inc.
The shareholders holding shares representing approximately 58.07% of the votes
entitled to be cast at a meeting of the Company's shareholders consented in
writing to the proposed action. The shares have been considered fully diluted,
for a total amount of 162,320,016 shares used, for purposes of the ownership
percentage calculations.
The elimination of the need for a special meeting of the shareholders to
approve the actions set forth herein is authorized by Section 78.320 of the
Nevada Revised Statutes, (the "Nevada Law"). This Section of Nevada Law
provides that the written consent of the holders of outstanding shares of
voting capital stock, having not less that the minimum number of votes which
would be necessary to authorize or take the action at a meeting at which all
shares entitled to vote on a matter were present and voted, may be substituted
for the special meeting.
Outstanding Voting Stock of the Company and Statement that Proxies Are Not
Solicited
This Information Statement is furnished solely for the purpose of informing our
stockholders of this corporate action pursuant to the Securities Exchange Act
of 1934, as amended, and the Nevada Law.
The Board of Directors fixed October 15, 2004 as the record date for the
determination of stockholders entitled to receive this Information Statement
(the "Record Date"). As of the Record Date, there were 162,320,016 common
shares outstanding and 508,500 shares of Preferred Stock Series B issued and
outstanding. The Common Stock and Series B Preferred Stock constitutes the
outstanding class of voting securities of the Company. The shares have been
considered fully diluted, for a total amount of 162,320,016 shares used, for
purposes of the ownership percentage calculations. Each share entitles the
holder to one (1) vote on all matters submitted to shareholders.
SPIN-OFF OF DATASCENSION INTERNATIONAL, INC.
We are considering the potential spin-off of our wholly-owned subsidiary,
Datascension International, Inc. (referred to in this Information Statement as
"Datascension International"). We propose to eventually distribute 83.59% of
the issued and outstanding shares of Datascension International common stock
pro rata to all of our stockholders of record of Datascension, Inc. Initially,
each stockholder will receive one share of Datascension International common
stock for each 60 shares of common stock of Datascension, Inc. owned; this
initial dividend will be 55.56% of our current ownership. A subsequent dividend
of an additional 28.03% of the parent company's current ownership in the
subsidiary will be issued simultaneously with the effectiveness of a
Registration Statement to be filed at a future date with the Securities and
Exchange Commission. The second issuance will be issued pro rata to
shareholders holding shares of Datascension, Inc on the date of the
effectiveness of the Registration Statement. The remaining 16.41% will be
retained by Datascension, Inc.
You will not be required to pay cash or provide any other consideration or to
surrender or exchange any shares of our common stock in order to receive the
distribution of Datascension International common stock.
However, in order to be eligible and to receive your dividend shares,
shareholders need to be bona fide shareholders in Datascension, Inc as of the
record date of the dividends and be able to prove ownership of their
Datascension, Inc shares if so requested by the Company prior to issuance of
the dividend shares. Datascension International common stock received by
registered Datascension shareholders as a result of the spin-off will be will
be recorded in book-entry form by the company and the transfer agent
exclusively. Holders will receive a letter of ownership from the Company
indicating the number of shares credited to their account.
Prior to releasing the Datascension International common stock to shareholders,
we intend to file the relevant Registration Statement with the Securities and
Exchange Commission for the purpose of registering the Datascension
International common stock under the Securities Exchange Act of 1934. Shares of
Datascension International common stock will be issued and distributed once the
Registration Statement is effective. Until the Registration Statement is
effective the shares of Datascension International will be recorded as book
entry with the transfer agent.
Our reasons for considering the spinning off of Datascension International are
as follows:
- to allow its management to focus exclusively on its business;
- to allow the spun off company to have greater exposure by trading as an
independent public company; and,
- to allow shareholders and the market to more easily identify the results
and performance of the Company by filing as a separate entity.
The initiation, timing and ultimate completion of this spin off will be subject
to both market and other conditions, including receipt by the Company of a
favorable private letter ruling from the Internal Revenue Service as to the tax
free nature of the contemplated spin-off.
Any offering of the securities of Datascension International, Inc will be made
only by means of a prospectus included in a registration statement to be filed
with the Securities and Exchange Commission. This information statement shall
not constitute an offer to sell or solicitation of an offer to buy any
securities.
FORWARD-LOOKING STATEMENTS
The statements made in this document contain certain forward-looking statements
that involve a number of risks and uncertainties. Words such as "expects",
"intends", "anticipates", "plans", "believes", "seeks", "estimates," or
variations of such words and similar expressions, are intended to identify such
forward-looking statements. Investors are cautioned that actual events or
results may differ from the Company's expectations. In addition to the matters
described above, the Company's ability to initiate and complete the
contemplated transactions described above will depend upon a number of factors
including overall economic conditions, general stock market conditions and the
continuing results of the subsidiary company, as well as the risk factors
listed from time to time in the SEC filings of Datascension, Inc.
These forward-looking statements are not historical facts, but reflect
expectations concerning a contemplated transaction.
Consummation of the spin-off transaction is conditioned on, among other things,
receipt of a satisfactory tax ruling from the Internal Revenue Service and
approval of a Registration Statement with the Securities and Exchange
Commission.
DESCRIPTION OF SECURITIES TO BE ISSUED
Datascension International's authorized capital stock consists of 50,000,000
shares of common stock, no par value. There are currently 4,869,600 shares of
Datascension International common stock issued and outstanding, all of which
are owned by its parent, Datascension Inc. No other securities have been
issued by Datascension International and, as of the date of this Information
Statement, there is no public trading market for Datascension International's
securities. The holders of Datascension International common stock:
- have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by Datascension International's
Board of Directors;
- entitled to share ratably in all of the assets of Datascension
International available for distribution upon the winding up of
Datascension International's affairs; and,
- are entitled to one vote per share on all matters on which stockholders
may vote at all meetings of stockholders.
Datascension International stockholders are expressly denied the right of
cumulative voting through Datascension International's Articles of
Incorporation. Also, ownership of Datascension International's common stock
does not give the holder preemptive or preferential rights to purchase or
subscribe for any additional shares, preferences as to dividends or interest or
preference upon liquidation.
Risks Associated With Ownership Of Datascension International's Securities
Datascension International has not paid cash dividends and it is unlikely that
it will pay cash dividends in the foreseeable future.
Datascension International plans to use all of its earnings; to the extent it
has earnings, to fund its operations. Datascension International does not plan
to pay any cash dividends in the foreseeable future. Datascension International
cannot guarantee that it will, at any time, generate sufficient surplus cash
that would be available for distribution as a dividend to the holders of its
common stock. You should not expect to receive cash dividends on its common
stock.
Datascension International has the ability to issue additional shares of its
common stock without asking for shareholder approval. If it issues additional
shares of common stock, the common stock you own will be diluted.
Datascension International's Articles of Incorporation currently authorize its
Board of Directors to issue up to 50,000,000 shares of common stock. The power
of the Board of Directors to issue shares of common stock or warrants or
options to purchase shares of common stock is generally not subject to
shareholder approval. Accordingly, any additional issuance of Datascension
International common stock will have the effect of diluting the common stock
you would receive in a spin-off.
Datascension International may raise capital through a securities offering that
could dilute your ownership interest.
Datascension International requires substantial working capital to fund its
business. If Datascension International raises funds through the issuance of
equity, equity-related or convertible debt securities, these securities may
have rights, preferences or privileges senior to those of the holders of its
common stock. The issuance of additional common stock or securities convertible
into common stock by Datascension International's management will also have the
effect of further diluting the proportionate equity interest and voting power
of holders of its common stock.
As the parent company, we will only own 16.41% of Datascension International's
capital stock after the spin-off, which will not allow us to control the
outcome of matters submitted to Datascension International's shareholders for
vote.
After the spin-off, we will own 16.41% of Datascension International's issued
and outstanding shares of capital stock. This means that we will not have the
ability to elect a majority of the Board of Directors and thereby control
Datascension International's management and the outcome of corporate actions
requiring stockholder approval, including mergers and other changes of
corporate control, going private transactions, and other extraordinary
transactions.
There is no public market for Datascension International's securities, so you
will not be able to liquidate your securities if you need money.
There is currently no public market for Datascension International's securities
and it is not likely that an active market for Datascension International's
common stock will develop or be sustained soon. You probably will not be able
to liquidate the common stock you receive in the spin-off if you need money.
There is no guarantee that management and the Board of Directors will proceed
with the spin-off.
The proposed spin-off is subject to a number of contingencies and Datascension
Inc. reserves the right to revoke the proposed spin-off at any time prior to
the distribution date. There can be no assurances that the proposed spin-off
will actually occur.
Datascension indicated that the following significant steps remain to be
completed before the transaction can be consummated:
* Complete the registration statement process with the SEC.
* Receive a favorable private letter ruling from the Internal Revenue
Service as to the tax free nature of the contemplated spin-off.
Along with the above steps, management and the Board of Directors may determine
not to proceed based on any number of reasons, including overall economic
conditions, general stock market conditions and the continuing results of the
Company, as well as the risk factors listed from time to time in the SEC
filings of the Company.
Datascension Inc. can give no assurance that any such transaction will be
consummated.
Datascension International could still be subject to the Penny Stock Rules once
its common stock becomes eligible for trading. These rules may adversely affect
trading in Datascension International's common stock.
We expect that if Datascension International's common stock does not qualify
for registration on a recognized exchange, it will be a "low-priced" security
under rules promulgated under the Securities Exchange Act of 1934. In
accordance with these rules, broker-dealers participating in transactions in
low-priced securities must first deliver a risk disclosure document which
describes the risks associated with such stocks, the broker-dealer's duties in
selling the stock, the customer's rights and remedies and certain market and
other information. Furthermore, the broker-dealer must make a suitability
determination approving the customer for low-priced stock transactions based on
the customer's financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in writing to the
customer, obtain specific written consent from the customer, and provide
monthly account statements to the customer. The effect of these restrictions
will probably decrease the willingness of broker-dealers to make a market in
Datascension International's common stock, decreases liquidity of Datascension
International's common stock and increases transaction costs for sales and
purchases of Datascension International's common stock as compared to other
securities.
QUESTIONS AND ANSWERS
Q: What am I being asked to approve?
A: You are not being asked to approve anything. This Information
Statement is being provided to you solely for your information. Shareholders
holding a majority of the outstanding voting stock of the Company have already
agreed to items discussed in this Information Statement.
Q: What if after the first dividend, but prior to the second dividend, I
sell my shares in the parent company?
A: Given the nature of the transaction, any holder of Datascension Inc.
common stock who sells shares after the first dividend record date, but prior
to the second dividend record date, will also be selling their entitlement to
receive shares of Datascension International common stock in the second
dividend. Investors are encouraged to consult with their financial advisors
regarding the specific implications of selling Datascension common stock before
and/or after the second spin-off dividend.
Q: What if before or after the first dividend I sell my shares in the
parent company, then management and the Board of Directors, determine not to
proceed based on any number of reasons, including overall economic conditions,
general stock market conditions and the continuing results of the Company, as
well as the risk factors listed from time to time in the SEC filings of
Datascension, Inc.?
A: Given the nature of the transaction, any holder of Datascension Inc.
common stock who sells shares on or before the dividend record date will also
be selling their entitlement to receive shares of Datascension International
common stock in the spin-off. Furthermore, if you sell your shares in
Datascension Inc after the first dividend and the spin off is not consummated;
you will have sold and given up all of your ownership rights in the company.
Investors are encouraged to consult with their financial advisors regarding the
specific implications of selling Datascension common stock before and/or after
the spin-off.
Q: Why have the Board of Directors and a majority of the shareholders
agreed to approve these actions?
A: After much deliberation and discussion amongst the members of
management and industry professionals, the Board feels it is the best interest
of shareholders to have Datascension International operate as a separate public
company and raise working capital through the sale of its own equity. The
Board feels these actions will aid in this goal.
Q: Why is the company filing this information statement?
A: The Company is filing this Information Statement to inform you of the
Board of Directors vote, along with the holders of voting control of a majority
of the issued and outstanding common stock of the Company have voted to approve
the proposed spin-off of Datascension International, Inc
Purpose and Effect of the Proposed Spin Off
Spinning out Datascension International will allow the subsidiary to operate as
a separate public company and raise working capital through the sale of its own
equity. This will further allow its management to focus exclusively on its
business, while at the same time, allowing the spun off company to have greater
exposure by trading as an independent public company. Additionally, the
shareholders and the market will then more easily identify the results and
performance of the Company as a separate entity.
No Dissenter's Rights
Under Nevada law, the Company's dissenting shareholders are not entitled to
appraisal rights, and the Company will not independently provide our
shareholders with any such right.
Conclusion
As a matter of regulatory compliance, the Company is sending you this
information Statement which describes the purpose and effect of the actions set
forth herein. As the requisite stockholder vote for the actions set forth
herein as described in this Information Statement was obtained upon the
delivery of the written consent of a majority of the shareholders, WE ARE NOT
ASKING FOR A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This
Information Statement is intended to provide the Company's stockholders
information required by the rules and regulations of the Securities and
Exchange Act of 1934.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by this
undersigned hereunto duly authorized.
DATASCENSION, INC.
By: /s/ Murray N. Conradie
-------------------------------------
Murray N. Conradie
President / CEO