U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to ___________
Commission file number: 000-29087
Datascension, Inc.
--------------------------------------------
(Name of small business issuer in its charter)
Nevada 87-0374623
- ------------------------ --------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
145 S. State College Blvd, Suite 350, Brea, CA 92821
- ----------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
714-482-9750 (Telephone) 714-482-9751 (Fax)
--------------------------------------------
(Issuer's telephone number)
6330 McLeod Drive, Suite 1, Las Vegas, NV 89120
----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [
]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The Registrant has 17,232,290 outstanding, par value $.001 per share as of
August 10, 2005. The Registrant has 505,900 shares of Preferred Stock Series B
issued and outstanding as of August 10, 2005.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
2
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements...................................... 4
Balance Sheet (unaudited)................................. F1
Statements of Operations (unaudited)...................... F2
Statements of Cash Flows (unaudited)...................... F3
Notes to Financial Statements............................. F4-F7
Item 2. Management's Discussion and Analysis of Plan
of Operation............................................. 5
Item 3. Controls and Procedures..................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................... 8
Item 2. Unregistered Sales of Equity and Use of Proceeds.......... 8
Item 3. Defaults upon Senior Securities........................... 10
Item 4. Submission of Matters to a Vote of Security Holders....... 10
Item 5. Other Information.......................................... 10
Item 6. Exhibits and Reports on Form 8-K........................... 10
Signatures........................................................... 11
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The condensed financial statements of Datascension, Inc., ("DSEN")
included herein have been prepared in accordance with the instructions to
quarterly reports on Form 10-QSB pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote data
necessary for fair presentation of financial position and results of operations
in conformity with accounting principles generally accepted in the United
States of America have been condensed or omitted. It is therefore suggested
that these financial statements be read in conjunction with the summary of
significant accounting policies and notes to financial statements included in
DSEN's Annual Report on Form 10-KSB for the year ended December 31, 2004.
In the opinion of management, all adjustments necessary in order to make
the financial position, results of operations and changes in financial position
at June 30, 2005, and for all periods presented not misleading have been made.
The results of operations for the period ended June 30, 2005 are not
necessarily an indication of operating results to be expected for the full year
ending December 31, 2005.
DATASCENSION, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
6/30/2005 12/31/2004
------------ ------------
Current Assets:
Cash $ 97,415 $ 556,593
Accounts receivable 1,936,904 1,533,969
Prepaid expenses 75,241 192,185
Investment in Century Innovations 108,469 108,469
------------ ------------
Total current assets $ 2,218,029 $ 2,391,216
Property and Equipment, net of accumulated
depreciation 1,040,431 681,346
Other Assets:
Discount on debt issuance (see notes) 1,713,020 2,077,604
Asset held for sale (see notes) - 1,015,014
Website assets, net of amortization 4,520 4,520
Deposits 21,649 25,399
Goodwill 1,692,782 1,692,782
------------ ------------
Total other assets 3,431,971 4,815,319
------------ ------------
Total Assets $ 6,690,431 $ 7,887,881
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
6/30/2005 12/31/2004
------------ ------------
Current Liabilities:
Accounts payable $ 103,385 $ 135,533
Accrued expenses 1,280,772 1,390,880
Notes payable, related party 38,710 60,038
Short term notes payable 80,119 121,742
Current portion of long-term notes payable 105,264 116,207
------------ ------------
Total current liabilities $ 1,608,250 $ 1,824,400
Long-Term Debt
Convertible debt, net of current portion 2,178,633 1,893,750
Long-term notes payable, net of current portion 340,522 103,548
------------ ------------
Total long-term debt 2,519,155 1,997,298
Total Liabilities 4,127,405 3,821,698
Stockholders' Equity:
Common stock:
Common stock, $0.001 par value, 200,000,000
shares authorized; 17,207,290 and 16,257,290 shares
issued, 17,111,457 and 16,161,457 outstanding at
June 30, 2005 and December 31, 2004, respectively 160,825 159,875
Additional paid-in capital-common stock 14,803,345 14,329,295
Preferred stock Series B:
Preferred stock, $0.001 par value, 10,000,000
shares authorized; 508,500 Series B shares
issued and outstanding at December 31, 2004 506 506
Additional paid-in capital-preferred Series B 481,994 481,994
Subscriptions receivable (485,000) (119,063)
Treasury stock, at cost; 95,833 at December 31, 2004 (134,388) (134,388)
Accumulated deficit (12,264,257) (10,652,036)
------------ ------------
Total stockholders' equity 2,563,026 4,066,183
------------ ------------
Total Liabilities and Stockholders' Equity $ 6,690,431 $ 7,887,881
============ ============
See accompanying notes to the financial statements
F-1
DATASCENSION, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
For the For the
3 months ended 6 months ended
6/30/2005 6/30/2004 6/30/2005 6/30/2004
--------------------------- ---------------------------
Revenue $ 2,577,701 $ 2,245,000 $ 4,632,725 $ 4,279,455
Cost of Goods Sold 2,075,904 1,724,903 3,725,252 3,427,221
----------- ----------- ------------ -----------
Gross Profit 501,797 520,097 907,473 852,234
Expenses:
Selling, general and administrative $ 368,187 $ 464,453 $ 847,780 $ 642,689
Depreciation 45,731 85,646 86,997 170,487
----------- ----------- ------------ -----------
Total expenses 413,918 550,099 934,777 813,176
----------- ----------- ------------ -----------
Operating Income 87,879 (30,002) (27,304) 39,058
Other Income (Expense):
Interest income 109 62 329 405
Forgiveness of debt - - 2,962 -
Other income 3,382 2,699 3,382 4,884
Beneficial conversion feature on
debt discount (182,292) - (364,584) -
Interest expense (109,419) (18,049) (223,174) (48,068)
----------- ----------- ------------ -----------
Total other income (288,220) (15,288) (581,085) (42,779)
----------- ----------- ------------ -----------
Net Income (loss) $ (200,341) $ (45,290) $ (608,389) $ (3,721)
=========== =========== ============ ===========
Basic weighted average number
of common shares outstanding 17,207,290 153,411,684 16,732,290 152,891,019
=========== =========== ============ ===========
Diluted weighted average number
of common shares outstanding 17,207,290 153,411,684 16,732,290 152,891,019
=========== =========== ============ ===========
Basic Net Income Per Share $ (0.012) $ (0.000) $ (0.036) $ (0.000)
=========== =========== ============ ===========
Diluted Net Income Per Share $ (0.012) $ (0.000) $ (0.036) $ (0.000)
=========== =========== ============ ===========
See accompanying notes to the financial statements
F-2
DATASCENSION, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 6 months
6/30/2005 6/30/2004
----------- ----------
Cash Flows From Operating Activities:
Net income $ (608,389) $ (3,721)
Adjustments to reconcile net income to net
cash provided by operating activities:
Issued for services - 44,000
Noncash expenses associated with convertible debt 337,463 -
Depreciation and amortization 86,997 170,486
Forgiveness of debt (2,962) -
(Increase) Decrease in accounts receivable (402,935) (359,064)
Increase in inventory - 1,892
Increase in prepaid expenses 116,944 55,935
Increase in deposits 3,750 23,492
Decrease in accounts payable (32,147) (79,293)
Decrease in accrued expenses (110,108) 55,387
----------- ----------
Net cash used by operating activities $ (611,387) $ (90,886)
Cash Flows From Investing Activities:
(Increase) Decrease in notes receivable - 141,889
Purchase of property and equipment (404,816) (4,386)
----------- ----------
Net cash used by investing activities (404,816) 137,503
Cash Flows From Financing Activities:
Increase in notes payable 184,408 (178,100)
Increase (Decrease) in related party payable (21,328) 10,661
Increase (Decrease) in convertible debt 284,883 -
Increase (Decrease) in stock subscriptions 109,063 -
Issuance of common stock - 75,000
(Decrease) Increase in line of credit - (3,948)
----------- ----------
Net cash provided by financing activities 557,026 (96,387)
----------- ----------
Net Increase in Cash (459,178) (49,770)
Balance, Beginning 556,593 122,891
----------- ----------
Balance, Ending $ 97,415 $ 73,121
=========== ==========
Interest Paid $ 18,049 $ 48,068
=========== ==========
Taxes Paid $ - $ -
=========== ==========
See accompanying notes to the financial statements
F-3
DATASCENSION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - HISTORY AND ORGANIZATION OF THE COMPANY
Datascension, Inc. (formerly known as Nutek, Inc.) was incorporated in August
1991 under the laws of the State of Nevada as Nutek, Inc. (the "Company") and
is engaged in the market research industry.
Datascension International, Inc. and related assets were purchased on September
27, 2001 for $2,200,000 using company shares at fair market value.
Datascension International, Inc. is a premier data solutions company
representing a unique expertise in the collecting, storage, processing, and
interpretation of data. During 2002, Datascension International, Inc. expanded
operations into Costa Rica.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company's policy is to prepare the financial statements on the accrual
basis of accounting. The fiscal year end is December 31.
Cash and Cash Equivalents
Cash and cash equivalents consist of highly liquid investments with maturities
of three months or less when purchased.
Net Income Per Share
Basic net income per share is computed using the weighted average number of
shares of common stock outstanding for the period end. The net income (loss)
for the period end is divided by the weighted average number of shares
outstanding for that period to arrive at net income per share.
Diluted net income per share reflects the potential dilution that could occur
if the securities or other contracts to issue common stock were exercised or
converted into common stock.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment are made up of the following as of June 30, 2005:
Equipment and machinery $ 472,500
Office equipment 1,068,138
Leasehold improvements 9,959
Accumulated depreciation (510,165)
-------------
$ 1,040,431
The company purchased predictive dialers for a total cost of $125,000 during
the three months ended June 30, 2005.
NOTE 4 - NOTES PAYABLE
During the three months ended June 30, 2005, the Company received $200,000 in
the form of a convertible note. This amount was issued pursuant to the same
terms of the prior funding of November 2004. Interest is accruing on the note
at prime + 3%.
NOTE 5 - STOCKHOLDERS' EQUITY
During the three months ended June 30, 2005, DSEN did not issue or sell any
stock.
NOTE 6 - RELATED PARTY TRANSACTIONS
As of June 30, 2005, the Company has an outstanding note payable to Scott
Kincer, the Company's COO, in the amount of $18,000. This payable accrues
interest at 1% monthly due on the first day of each month.
NOTE 7 - FOREIGN OPERATIONS
The company currently operates out of the United States, Costa Rica and the
Dominican Republic. The future plans of the company involve the slowing growth
at the Dominican Republic facility while focusing on the potential and
available growth in Costa Rica. Management does not feel there is a currency
risk or need to assess a foreign currency translation adjustment or other
comprehensive income item as income and expense items are negotiated in the US
dollar. The Company maintains their accountings records in U.S. dollars and
all payments are made in US dollars. All debts and assets on the books of the
company are valued based on US dollars and are not translated from a foreign
currency amount. The Company currently coordinates all foreign operations, and
supervision activities using part time employees, consultants and contract
labor. Approximately 85% of the company's workforce is outside of the United
States. Currently 100% of the company's clients are US based companies. Any
resulting foreign exchange fluctuations do not affect the payment of employees,
contract labor or off shore operations.
F-4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following is a discussion of certain factors affecting DSEN's results
of operations, liquidity and capital resources. You should read the following
discussion and analysis in conjunction with the Registrant's consolidated
financial statements and related notes that are included herein under Item 1
above.
Overview
Datascension Inc, ("DSEN") through its sole subsidiary Datascension
International, Inc, is engaged in data gathering and conducting outsourced
market research. Its expertise is in the collection, storage, and processing of
data. Datascension International's management team has over 30 years of
experience in working with clients to gather the information they need to make
changes or advancements to their operations. Datascension International
services a variety of industries and customers (including the hospitality,
entertainment, and automotive sectors) with emphasis and commitment to customer
service, quality assurance and on-time project management.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, we evaluate our estimates. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. These estimates and
assumptions provide a basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions, and these differences may be material.
We believe the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.
Foreign Currency
DSEN maintains its accounting records in U.S. dollars and all payments
are made in US dollars. Any resulting foreign exchange fluctuations do not
affect the payment of employees, contract labor or off shore operations.
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
5
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.
DSEN's website address is http://www.datascension.com.
Results of Operations
Analysis of the quarter ended June 30, 2005 compared to the quarter ended
June 30, 2004.
For the three-months, ended June 30, 2005, DSEN has generated $2,577,701 in
revenues compared to $2,245,000 in revenues for the three-months ended June 30,
2004, for an increase of $332,701. The increase in revenue is a result of an
increase in new clients, and an increase in our hourly billing rates.
Cost of goods sold for the three-months ended June 30, 2005 was $2,075,904
compared to $1,724,903 for the three-months ended June 30, 2004 or an increase
of $351,001. This increase is a result in an increased cost of payroll, along
with an increase in work with clients.
Total general and administrative expenses decreased to $368,187 for the three-
months ended June 30, 2005 from $464,453 for the three-months ended June 30,
2004, a net decrease of $96,266. This decrease is related to the reduced
overhead in California and due to the winding down of the Nevada office.
Depreciation expense for the three-months ended June 30, 2005 was $45,731
compared to $85,646 for the three-months ended June 30, 2004, a decrease of
$39,915. The decrease resulted from the disposal and write down of assets in
the fourth quarter of 2004.
Interest expense for the three-months ended June 30, 2005 was $291,711 compared
to $18,049 for the three-months ended June 30, 2004 an increase of $273,662.
This increase includes $182,292 of non-cash interest expense associated with
the beneficial conversion feature from the financing completed in November
2004, along with the balance of the increase including the amortization of the
financing costs and additional interest cost related to the purchase of
predictive dialers.
Datascension generated a net loss of $200,341 for the three months ended June
30, 2005, versus net loss of $45,290 for the same period in 2004. The increase
in losses of $155,051 is a result of the amortization of financing and discount
costs. For the three months ended June 30, 2005, DSEN has increased its
working capital position by a net amount of $42,963 from positive $566,816 as
of December 31, 2004 to $609,779 as of June 30, 2005. This is due to a
decrease in cash of $459,178, with a corresponding increase in accounts
receivable of $402,935 and a decrease in prepaid expenses of $116,944, while
there was also a decrease in current liabilities of $216,150.
Significant Subsequent Events occurring after June 30, 2005:
None.
6
Capital Resources and Liquidity
Liquidity
Management believes that its current client contracts and receivables will meet
its minimum general and administrative cost requirements and provide the basic
liquidity Datascension needs to operate at current levels over the next twelve
months. However, additional funding will be needed to cover the expenses over
the next several months related to the expansion of our facilities and hiring
and training of new employees.
For the three months ended June 30, 2005, DSEN has increased its working
capital position by a net amount of $42,963 from positive $566,816 as of
December 31, 2004 to $609,779 as of June 30, 2005. This is due to a decrease
in cash of $459,178, with a corresponding increase in accounts receivable of
$402,935 and a decrease in prepaid expenses of $116,944, while there was also a
decrease in current liabilities of $216,150.
Capital Resources
The Registrant's capital resources are comprised primarily of private
investors, including members of management, who are either existing contacts of
Datascension's management or who come to the attention of the Registrant
through brokers, financial institutions and other intermediaries.
Datascension's access to capital is always dependent upon general financial
market conditions, especially those which pertain to venture capital situations
such as oil and gas exploration companies.
On June 30, 2005 DSEN had total assets of $6,690,431 compared to
$7,764,992 on June 30, 2004, a decrease of $1,074,561. The reason for the
decrease in assets is a result of the amortization of the discount on debt
issuance of $182,292, along with the conversion and distribution of the DSEN's
loan to Nutek Oil, Inc of $1,015,014 and write down of assets at year end 2004.
DSEN had a total stockholders' equity of $2,563,026 on June 30, 2005 compared
to $6,297,406 on June 30, 2004, a decrease in equity of $3,734,380, which is in
part due to the $1,015,014 conversion and distribution of the DSEN's loan to
Nutek Oil, Inc., along with the net loss for the six months ended June 30, 2005
of $608,389.
All assets are booked at historical purchase price and there is no
variance between book value and the purchase price.
On June 30, 2005 DSEN had Property and Equipment of $1,040,431 compared
to $1,846,281 on June 30, 2004, or a decrease of $805,850 which is a result of
the write off of property and equipment at the end of 2004, along with a
offsetting purchase of predictive dialers during the 6 months ended June 30,
2005.
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 the Registrant's management or who come to
the attention of the Registrant through brokers, financial institutions and
other intermediaries. The Registrant's access to capital is always dependent
upon general financial market conditions. The Registrant's capital resources
are not anticipated to change materially in 2005.
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
due to the fact that on November 17, 2004, we issued $1,875,000 in convertible
notes, receiving net proceeds of $1,657,500.
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 does
not currently have any contractual restrictions on its ability to incur debt
and, accordingly, DSEN could incur significant amounts of indebtedness to
finance its operations. Any such indebtedness could contain covenants, which
would restrict DSEN's operations.
7
Off-Balance Sheet Arrangements.
DSEN currently does not have any off-balance sheet arrangements.
Forward-Looking Information
This quarterly 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 2, "Management's Discussion and Analysis or Plan of Operation" and
included elsewhere in this report. DSEN makes no commitment to update any
forward-looking statement or to disclose any facts, events, or circumstances
after the date hereof that may affect the accuracy of any forward-looking
statement.
Item 3. Controls and Procedures.
(a) Our Chief Executive Officer (CEO) and Principal Financial Officer
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended) as of the end of the period covered by this report. Based
upon the evaluation, concluded that the disclosure controls and procedures are
effective in ensuring all required information relating to DSEN is included in
this quarterly report.
We also maintain a system of internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f)) designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.
(b) Changes in internal controls. During our most recent fiscal
quarter, there have been no changes in our internal control over financial
reporting that occurred that have materially affected or are reasonably likely
to materially affect our internal control over financial reporting.
8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
DSEN is not a party to any pending material legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against DSEN. To the knowledge of
management, no director, executive officer or affiliate of DSEN, any owner of
record or beneficially of more than 5% of DSEN's common stock is a party
adverse to DSEN or has a material interest adverse to DSEN in any proceeding.
Item 2. Unregistered Sales of Equity Security and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
(a) Exhibit 31. Certifications required by Rule 13a-14(a) or Rule 15d-
14(a)
31.1 Certification of Chief Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
(b) Exhibit 32. Certifications required by Rule 13a-14(b) or Rule 15d-
14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.1 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.
9
Reports on Form 8-K
(a) Report on Form 8-K filed April 14, 2005, items 8.01 and 9.01.
On April 14, 2005, DSEN filed a Current Report on Form 8-K, relating to
the
conversion of the South Texas Oil Company asset held for sale into shares in
South Texas Oil Company (formerly known as Nutek Oil) and will be distributing
its ownership interest in South Texas Oil Company to shareholders of DSEN.
The dividend will take the form of a dividend certificate representing
restricted common stock, which will be distributed to DSEN's beneficial
stockholders of record as of the record date of April 27, 2005.
The stock dividend will be distributed to owners of DSEN's common stock
as of the record date in a ratio of one share of South Texas Oil Company, for
approximately every 18 shares of common stock held in DSEN.
(b) Report on Form 8-K filed April 15, 2005, items 8.01 and 9.01.
On April 15, 2005, DSEN filed a Current Report on Form 8-K, pursuant to
Regulation FD relating to a press release issued on April 14, 2005.
(c) Report on Form 8-K filed April 28, 2005, item 9.01.
On April 28, 2005, DSEN filed a Current Report on Form 8-K, pursuant to
Regulation FD relating to a press release issued on April 26, 2005.
(d) Report on Form 8-K filed May 3, 2005, item 5.02.
On May 3, 2005, DSEN filed a Current Report on Form 8-K, relating to the
appointment of Mr. Robert Sandelman to the Board of Directors of DSEN.
10
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.
/s/ Scott Kincer
----------------------
Scott Kincer
President, Chairman and Director
(Principal Executive Officer)
/s/ Scott Kincer
-------------------
Scott Kincer
(Principal Financial Officer)
Date: August 12, 2005
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
/s/ Scott Kincer
----------------------
Scott Kincer
President, Chairman and Director
(Principal Executive Officer)
/s/ Scott Kincer
-------------------
Scott Kincer
(Principal Financial Officer)
Date: August 12, 2005
11