UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 15, 2006
DATASCENSION INC.
(Exact name of Registrant as specified in charter)
Nevada 0-29087 87-0374623
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation) File Number) identification)
145 State College Blvd, Suite 350 Brea, CA 92821
(Address of principal executive offices) (Zip code)
Registrant's Address and Telephone number, including area code: 714-482-9750
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On May 30, 2006, the Board of Directors had a meeting in which the Board
authorized entering into a funding agreement with Longview et al, ("Longview")
the Company's current investment group. Longview will assist the Company in
the build out of a new facility in Costa Rica. Concurrent with the discounted
$2 million note, Longview will reduce the interest on the November 2004 notes
and remove some other provisions of the agreement. The company received
proceeds of $1.75 million.
In consideration for the reduction in interest cost and new funding, the
Company authorizes the issuance of additional warrants to be registered by an
SB-2 filing with the Securities and Exchange Commission.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On April 24, 2006, the Company entered into a Recapitalization Agreement with
TBeck Capital, Inc., a Florida corporation. Prior to the funding of the
agreement the parties mutually agreed to terminate the agreement.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On May 30, 2006, there was a meeting of the Board of Directors in which the
Board approved of the appointment of David Lieberman as an independent Board
Member of the Company.
There is currently no formal employment agreement between the Company and Mr.
Lieberman.
Mr. Lieberman has no arrangement or understanding with any person regarding his
selection as a director of the registrant.
Mr. Lieberman has never been a party to any transaction or series of
transactions with the registrant involving an amount in excess of $60,000 and
no such transaction is, or series of transactions are, currently proposed.
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 Dalrada Financial Corporation, 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 thirty 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Title
99.1 Subscription Agreement - Longview Fund
99.2 Subscription Agreement - Alpha Capital
99.3 Convertible Note - Longview Fund
99.4 Convertible Note - Alpha Capital
99.5 Purchase Warrant - Longview Fund
99.6 Purchase Warrant - Alpha Capital
SIGNATURES:
Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
June 15, 2006
Datascension Inc.
By: /s/ Scott Kincer
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Scott Kincer, President/CEO