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 September 30, 2006 [ ] 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 87-037462 - ------------------------ 	-------------- (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) N/A ---------------------------------------------------------------- (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 [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS The Registrant has 17,987,221 shares issued and outstanding, par value $.001 per share as of November 7, 2006. The Registrant has 505,900 shares of Preferred Stock Series B issued and outstanding as of November 7, 2006. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] TABLE OF CONTENTS Page No. PART I. FINANCIAL INFORMATION Item 1.Financial Statements 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 Planof 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 9 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 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, 2005. In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at September 30, 2006, and for all periods presented not misleading have been made. The results of operations for the period ended September 30, 2006 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2006. 		 DATASCENSION, INC. 	 CONSOLIDATED BALANCE SHEET ASSETS 								Unaudited	 Audited 	 9/30/06 	 12/31/05 							 ------------	----------- 	 	 CURRENT ASSETS: Cash $ 884,019 $ 275,287 Accounts receivable 2,315,350 	 2,254,078 Prepaid expenses 276,221 114,749 Construction in progress 	 1,696,400 - Investment in Century Innovations 	 - 108,469 							 ------------	----------- TOTAL CURRENT ASSETS $ 5,171,990 	$ 2,752,583 Property and equiptment, net of accumulated depreciation 	 1,005,857 936,859 OTHER ASSETS: Website assets, net of amortization 2,981 4,520 Deposits 41,749 20,249 Goodwill 	 1,692,782 	 1,692,782 							 ------------	----------- TOTAL OTHER ASSETS 	 1,737,512 1,717,551 							 ------------	----------- TOTAL ASSETS $ 7,915,359 $ 5,406,993 							 ============	=========== LIABILITIES AND STOCKHOLDERS' EQUITY 	 9/30/06 	 12/31/05 							 ------------	----------- CURRENT LIABILITIES: Accounts payable $ 364,315 $ 135,467 Accrued expenses 	 1,158,901 	 1,766,493 Notes payable, related party 2,000 9,000 Short term notes payable 164,912 200,000 Convertible debt 3,274,217 1,153,723 Derivative liability 189,341 	 1,003,106 Warrant liability 504,568 278,502 Current portion of long-term notes payable 	 - 104,402 							 ------------	----------- TOTAL CURRENT LIABILITIES $ 5,658,255 	$ 4,650,694 							 ------------	----------- LONG-TERM DEBT Long-term notes payable, net of current portion 	 - 139,885 							 ------------	----------- TOTAL LONG-TERM DEBT 	 - 139,885 TOTAL LIABILITIES 	 5,658,255 4,790,579 STOCKHOLDERS' EQUITY: Common stock: Common stock, $0.001 par value, 200,000,000 shares authorized; 17,987,221 and 17,482,221 shares issued, 17,891,388 and 17,386,388 outstanding at September 30, 2006 and December 31, 2005, respectively 161,605 161,100 Additional paid-in capital-common stock 	 12,044,627 11,563,045 Preferred stock Series B: Preferred stock, $0.001 par value, 10,000,000 shares authorized; 508,500 Series B shares issued and outstanding at September 30, 2006 	506 506 Additional paid-in capital-preferred Series B 	 481,994 481,994 Subscriptions receivable 	 - 	 (296,875) Treasury stock, at cost; 95,833 at September 30, 2006 (134,388) (134,388) Accumulated deficit 	(10,297,240) (11,158,968) 							 ------------	----------- TOTAL STOCKHOLDERS' EQUITY 	 2,257,104 616,414 							 ------------	----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,915,359 $ 5,406,993 							 ============	=========== The accompanying notes to the financial statements should be read in conjunction with the above financial statements. 						 F-1 				DATASCENSION, INC. 				 CONSOLIDATED STATEMENT OF OPERATIONS 								UNAUDITED		 UNAUDITED 						UNAUDITED	RESTATED	UNAUDITED RESTATED FOR THE 	FOR THE 	FOR THE FOR THE 	AUDITED 3 MONTHS 	3 MONTHS 	9 MONTHS 9 MONTHS 	FOR THE ENDED 	ENDED 	ENDED ENDED		YEAR ENDED 	9/30/06 	9/30/05 	9/30/06 9/30/05 	12/31/05 						-----------	------------	----------- -----------	----------- 														 Revenue						$ 4,217,471 	$ 2,365,454 	$10,827,468 $ 6,864,011 	$ 9,752,935 Cost of Goods Sold		 		 3,003,854 	 2,127,257 	 8,042,058 5,718,341 	 7,633,641 						-----------	------------	----------- -----------	----------- Gross Profit		 			 1,213,617 	 238,197 	 2,785,410 1,145,670 	 2,119,295 Expenses: Selling, general and administrative		$ 778,086 	$ 560,697 	$ 2,003,370 $ 1,409,080 	$ 2,141,277 Stock based compensation		 		 - 	 	 - 	 694,351 	 - 		 - Depreciation and amortization		 	 58,396 	 44,888 	 167,242 	 131,885 	 190,530 						-----------	------------	----------- -----------	----------- Total expenses					 836,482 	 605,585 	 2,864,963 1,540,965 	 2,331,807 						-----------	------------	----------- -----------	----------- Operating Income		 		 377,136 	 (367,388)	 (79,553)	(395,295)	 (212,512) Other Income (Expense): Interest income					 	 - 	 281 	$ 	 - 	 610 	 	610 Other expenses		 				 - 	 (108,517)	 	 - 	 - 		 - Forgiveness of debt		 		 592,186 	 	 - 	 592,186 	 2,962 	 2,962 Other income					 	 - 	 3,000 	 4,603 	 6,382 	 6,446 Interest expense		 		 (171,036)	 (81,362)	 (321,986) (263,125)	 (313,421) Other Income (Expense) related to convertible				 1,738,467 	 228,269 	 1,513,649 2,863,902 	 2,978,779 Interest income (expense) related to convertible		 		 (357,976)	 (160,725)	 (738,654)	(483,100)	 (641,065) Total other income				 1,801,641 	 (10,537)	 941,281 2,127,631 	 2,034,311 						-----------	------------	----------- -----------	----------- Net Income (loss)		 	 	$ 2,178,777 	$ (377,925)	$ 861,728 $ 1,732,336 	$ 1,821,798 						===========	===========	=========== ===========	=========== Basic weighted average number of common shares outstanding		 	 17,987,221 	 17,207,290 	 17,734,291 17,099,415 	 18,145,903 						===========	===========	=========== ===========	=========== Diluted weighted average number of common shares outstanding		 	 48,715,151 	 17,207,290 	 48,462,221 28,390,550 	 40,965,903 						===========	===========	=========== ===========	=========== Basic Net Income Per Share			$ 0.12 	$ (0.02)	$ 0.05 $	 0.10 	$ 0.10 						===========	===========	=========== ===========	=========== Diluted Net Income Per Share		 	$ 0.04 	$ (0.02)	$ 0.02 $	 0.06 	$ 0.04 						===========	===========	=========== ===========	=========== The accompanying notes to the financial statements should be read in conjunction with the above financial statements. 						 F-2 	DATASCENSION, INC. 	 CONSOLIDATED STATEMENT OF CASH FLOWS 							 Unaudited		 Unaudited 							For the 9 months	For the 9 months 							 ended		 ended 							 09/30/06		 09/30/05 							----------------	---------------- 										 Cash Flows From Operating Activities: Net income		 				$	 861,728 	$ 1,732,336 Adjustments to reconcile net income to net cash provided by operating activities: Issued (canceled) for services		 		 748,962 	 	 - Write off of century innovations		 		 108,469 Noncash expenses associated with convertible debt		(308,413)	 	 - Change in warrant liability		 			 165,241 	 (1,277,900) Change in derivative liability		 			(444,527)	 (1,519,669) Depreciation and amortization		 			 167,242 	 	 131,885 (Decrease) in asset held for sale		 		 - 	 1,015,014 Distribution of asset held for sale		 		 - 	 (1,003,831) Increase in construction of progress		 	 (1,696,400)		 - Forgiveness of debt		 				(592,186)		 - (Increase) Decrease in accounts receivable		 	 (61,272)	 	 14,443 Increase in prepaid expenses		 			(161,472)	 	 188,295 Increase in deposits		 				 (21,500)	 	 5,150 Decrease in accounts payable		 			 228,848 	 	 (54,322) Decrease in accrued expenses		 			 (15,407)	 	 (7,608) 							----------------	---------------- Net cash used by operating activities		 	$ (1,020,686)	$ (776,207) Cash Flows From Investing Activities: Purchase of property and equipment		 		(234,701)	 (485,119) 							----------------	---------------- Net cash used by investing activities		 		(234,701)	 (485,119) Cash Flows From Financing Activities: Increase (decrease) in notes payable		 		(279,375)		 201,782 Increase (Decrease) in related party payable		 	 (7,000)	 	 (39,038) Increase (Decrease) in convertible debt		 	 2,120,495 	 	 626,650 Increase (Decrease) in stock subscriptions		 	 - 	 	 119,063 Issuance of common stock		 			 30,000 	 	 - 							----------------	---------------- Net cash provided by financing activities		 1,864,120 	 	 908,457 							----------------	---------------- Net Increase in Cash		 				 608,733 	 (352,869) Balance, Beginning						 275,286 	 	 556,593 							----------------	---------------- Balance, Ending		 				$	 884,019 	$	 203,724 							================	================ Interest Paid		 				$ 	 321,986 	$	 263,125 							================	================ Taxes Paid		 				$	 - 	$	 - 							================	================ The accompanying notes to the financial statements should be read in conjunction with the above 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 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. In the opinion of management, all adjustments necessary in order to make the financial position, results of operations and changes in financial position at September 30, 2006, and for all periods presented not misleading have been made. The results of operations for the period ended September 30, 2006 are not necessarily an indication of operating results to be expected for the full year ending December 31, 2006. During the three months ended September 30, 2006, we recorded an other income item of $1,738,467, of which $1,042,758 of income related to the debt features and $695,709 related to the warrants, to reflect the change in fair value of the derivative and warrant liability. At each balance sheet date, we adjust the derivative financial instruments to their estimated fair value and analyze the instruments to determine their classification as a liability or equity. The estimated fair value of the debt features was determined using the probability weighted averaged expected cash flows / Lattice Model. The model uses several assumptions including: historical stock price volatility (utilizing a rolling 120 day period), risk-free interest rate (3.50%), remaining maturity, and the closing price of the Company's common stock to determine estimated fair value of the derivative asset. For the three months ended September 30, 2006, the estimated value of the company's debt features decreased to $189,343 and the estimated fair value of the warrant liability decreased to $504,568, thus the company recorded an "other income" item on the consolidated statement of operations for the change in fair value of the debt features and warrants of $1,042,758 and $695,709, respectively, for the three months ended September 30, 2006. 					 F-4 NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment are made up of the following as of September 30, 2006: Equipment and machinery $ 472,500 Office equipment 1,072,871 Leasehold improvements 9,959 Accumulated depreciation (763,086) --------- Subtotal $ 792,244 Licenses $ 230,000 Websites 4,520 Accumulated amortization (17,967) --------- Subtotal $ 216,553 --------- 		 Total	$1,005,857 NOTE 4 - NOTES PAYABLE NOTES PAYABLE - $1,875,000, NOVEMBER 2004 In November 2004, the Company issued $1,875,000 in principal amount of Notes to third parties. 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 are due and payable in November 2007. After a thorough review of the terms of the note and respective covenants, the company has determined the more conservative method of including the entire debt as a current liability on the balance sheet. The convertible note and warrant documents were filed in an 8-K by the Company on November 23, 2004. The Note was entered into pursuant to the terms of a subscription agreement between the Company and the Holder, which was also included in the 8-K filed on November 23, 2004. The $1,875,000 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 $170,061 of remaining value to be allocated to the Note on the financial statements. The debt discount is being accreted using the effective interest method over the term of the note. The value of the discount on the converted notes on the books is being accreted over the term of the note (three years). For the three months ended September 30, 2006, the Company accreted $139,792 of the debt discount related to these Notes. 					F-5 WARRANTS ISSUED The estimated fair value of the 3,125,000 warrants at issuance (11/11/2004) was $936,714 and has been classified as a derivative instrument and recorded as a liability on the Company's balance sheet in accordance with current authoritative guidance. The estimated fair value of the warrants was determined using the Black-Scholes option-pricing model with a closing price of $0.40, an exercise price of $0.30, a 5.0 year term, and a volatility factor of 89%. The model uses several assumptions including: historical stock price volatility (utilizing a rolling 120 day period), risk-free interest rate (3.50%), remaining maturity, and the closing price of the Company's common stock to determine estimated fair value of the derivative liability. In accordance with the provisions of SFAS No. 133, Accounting for Derivative Instruments, the Company is required to adjust the carrying value of the instrument to its fair value at each balance sheet date and recognize any change since the prior balance sheet date as a component of Other Income (Expense). The warrant derivative liability at September 30, 2006 was $192,185. The recorded value of such warrants can fluctuate significantly based on fluctuations in the market value of the underlying securities of the issuer of the warrants, as well as in the volatility of the stock price during the term used for observation and the term remaining for the warrants. In accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended ("SFAS 133"), the debt features provision (collectively, the features) contained in the terms governing the Notes are not clearly and closely related to the characteristics of the Notes. Accordingly, the features qualified as embedded derivative instruments at issuance and, because they do not qualify for any scope exception within SFAS 133, they were required by SFAS 133 to be accounted for separately from the debt instrument and recorded as derivative financial instruments. Because the terms of the 2004 convertible note require such classification, the accounting rules required additional convertible notes and non-employee warrants to also be classified as liabilities, regardless of the terms of the new notes and / or warrants. This presumption has been made due to the company no longer having the control to physical or net share settle subsequent convertible instruments because it is tainted by the terms of the 2004 convertible notes. Were the 2004 convertible notes to not have contained those terms or even if the 2004 transaction were not entered into, it could have altered the treatment of subsequent notes and the conversion features of the latter agreements may have resulted in a different accounting treatment from the liability classification. The June 30, 2005 note, as well as any subsequent convertible notes or warrants, will be treated as derivative liabilities until all such provisions are settled. NOTES PAYABLE - $125,000, MARCH 2005 In March 2005, the Company issued $125,000 in principal amount of Notes to third parties. As part of the financing transaction, the Company issued warrants to purchase 300,000 shares of common stock at a per share purchase price of $0.50 per share. The Warrants shall be exercisable until five (5) years after the Issue Date of the Warrants. The $125,000 in proceeds from the financing transaction were allocated to the conversion option, call option and to the warrants based upon their fair values. After the latter allocations, the company allocated $58,667 to the carrying value of the debt. That debt discount is being accreted using the effective interest method over the term of the note. The value of the discount on the converted notes on the books is being accreted over the term of the note (three years). For the three months ended September 30, 2006, the Company accreted $9,995 of the debt discount related to these Notes. WARRANTS ISSUED The estimated fair value of the 300,000 warrants at issuance (3/31/2005) was $56,785 and has been classified as a derivative instrument and recorded as a liability on the Company's balance sheet in accordance with current authoritative guidance. The estimated fair value of the warrants was determined using the Black-Scholes option-pricing model. The model uses several assumptions including: historical stock price volatility (utilizing a rolling 120 day period), risk-free interest rate (3.50%), remaining maturity, and the closing price of the Company's common stock to determine estimated fair value of the derivative liability. The recorded value of such warrants can fluctuate significantly based on fluctuations in the market value of the underlying securities of the issuer of the warrants, as well as in the volatility of the stock price during the term used for observation and the term remaining for the warrants. DEBT FEATURES Pursuant to the terms of the Notes, these notes are convertible at the option of the holder, at anytime on or prior to maturity. There is an additional interest rate adjustment feature, a liquidated damages clause, a cash premium option, and the redemption option. The debt features represents an embedded derivative that is required to be accounted for apart from the underlying Notes. At issuance of the Notes (3/31/05), the debt features had an estimated initial fair value of $9,548, which was recorded as a discount to the Notes and a derivative liability on the consolidated balance sheet. In subsequent periods, if the price of the security changes, the embedded derivative financial instrument related to the debt features will be adjusted to fair value with the corresponding charge or credit to other expense or income. The estimated fair value of the debt features was determined using the probability weighted averaged expected cash flows / Lattice Model. The model uses several assumptions including: historical stock price volatility (utilizing a rolling 120 day period), risk-free interest rate (3.50%), remaining maturity, and the closing price of the Company's common stock to determine estimated fair value of the derivative liability. The significant fluctuations can create significant income and expense items on the financial statements of the company. 					 F-6 NOTES PAYABLE - $1,702,859, JUNE 2006 In June 2006, the Company issued $1,702,859 in principal amount of Notes to third parties. 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 Notes accrue interest at a rate of prime + 3% per annum. The Notes are due and payable in June 2008. After a thorough review of the terms of the note and respective covenants, the company has determined the more conservative method of including the entire debt as a current liability on the balance sheet. The convertible note and warrant documents were filed in an 8-K by the Company on June 16, 2006. The Note was entered into pursuant to the terms of a subscription agreement between the Company and the Holder, which was also included in the 8-K filed on June 16, 2006. 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 $692,299 of remaining value to be allocated to the Note on the financial statements. The debt discount is being accreted using the effective interest method over the term of the note. The value of the discount on the converted notes on the books is being accreted over the term of the note (three years). For the three months ended September 30, 2006, the Company accreted $208,189 of the debt discount related to these Notes. WARRANTS ISSUED The estimated fair value of the 4,865,311 warrants at issuance was $437,791 and has been classified as a derivative instrument and recorded as a liability on the Company's balance sheet in accordance with current authoritative guidance. The estimated fair value of the warrants was determined using the Black-Scholes option-pricing model with a closing price of $0.28, an exercise price of $0.40, a 5.0 year term, and a volatility factor of 44%. The model uses several assumptions including: historical stock price volatility (utilizing a rolling 120 day period), risk-free interest rate (3.50%), remaining maturity, and the closing price of the Company's common stock to determine estimated fair value of the derivative liability. In accordance with the provisions of SFAS No. 133, Accounting for Derivative Instruments, the Company is required to adjust the carrying value of the instrument to its fair value at each balance sheet date and recognize any change since the prior balance sheet date as a component of Other Income (Expense). The warrant derivative liability at September 30, 2006 was $294,631. The recorded value of such warrants can fluctuate significantly based on fluctuations in the market value of the underlying securities of the issuer of the warrants, as well as in the volatility of the stock price during the term used for observation and the term remaining for the warrants. In accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended ("SFAS 133"), the debt features provision (collectively, the features) contained in the terms governing the Notes are not clearly and closely related to the characteristics of the Notes. Accordingly, the features qualified as embedded derivative instruments at issuance and, because they do not qualify for any scope exception within SFAS 133, they were required by SFAS 133 to be accounted for separately from the debt instrument and recorded as derivative financial instruments. NOTES PAYABLE - $200,000, MAY 2005 On May 18, 2005, the company received $200,000 in the form of a promissory note at 12% per year. The note does not specify a term for when it is due. NON-EMPLOYEE WARRANTS During June 2006, the company issued 100,000 warrants at $0.30 per share to two consultants. The estimated fair value of the 100,000 warrants at issuance was $12,264 and has been classified as a derivative instrument and recorded as a liability on the Company's balance sheet in accordance with current authoritative guidance. The estimated fair value of the warrants was determined using the Black-Scholes option-pricing model with a closing price of $0.29, an exercise price of $0.30, a 5.0 year term, and a volatility factor of 44%. The model uses several assumptions including: historical stock price volatility (utilizing a rolling 120 day period), risk-free interest rate (3.50%), remaining maturity, and the closing price of the Company's common stock to determine estimated fair value of the derivative liability. In accordance with the provisions of SFAS No. 133, Accounting for Derivative Instruments, the Company is required to adjust the carrying value of the instrument to its fair value at each balance sheet date and recognize any change since the prior balance sheet date as a component of Other Income (Expense). The warrant derivative liability at September 30, 2006 was $8,132. For the three months ended September 30, 2006: $ 312,698 income, decrease in value of 2004 derivative liability 265,419 income, decrease in value of 2004 warrant liability 140 income, decrease in 2005 derivative liability 19,950 income, decrease in value of 2005 warrant liability 729,920 income, decrease in 2006 derivative liability 401,328 income, decrease in value of 2006 warrant liability 9,012 income, decrease in value of 2006 consultants warrants - ---------- $1,738,467 other income related to convertible debt For the three months ended September 30, 2006, the company recorded $357,976 of interest expense related to the accretion of debt related to the convertible financing. For the three months ended September 30, 2006: $ 139,792 of interest expense related to accretion of 2004 convertible debt 9,995 of interest expense related to accretion of 2005 convertible debt 208,189 of interest expense related to accretion of 2005 convertible debt - --------- $ 357,976 of interest expense related to convertible debt The balance of the carrying value of the convertible debt as of September 30, 2006 is: $2,802,135 June 30, 2006 value 139,792 accretion of 2004 convertible debt 9,995 accretion of 2005 convertible debt 208,189 accretion of 2006 convertible debt 114,106 interest accrual on loans - ---------- $3,274,217 September 30, 2006 carrying value of debt The balance of the carrying value of the derivative liability as of September 30, 2006 is: $1,232,101 June 30, 2006 value of derivative liability ( 312,698) income, decrease in 2004 derivative liability ( 140) income, decrease in 2005 derivative liability ( 729,920) income, decrease in 2006 derivative liability - ---------- $ 189,343 September 30, 2006 value of derivative liability The balance of the carrying value of the warrant liability as of September 30, 2006 is: $1,200,277 June 30, 2006 value of warrant liability (265,419) income, decrease in value of 2004 warrant liability (19,950) income, decrease in 2005 warrant liability (401,328) income, decrease in 2006 warrant liability (9,012) income, decrease in 2006 warrant liability to consultants - ---------- $ 504,568 September 30, 2006 value of warrant liability NOTE 5 - STOCKHOLDERS' EQUITY The company issued shares of common stock for services during the nine months ended September 30, 2006. 500,000 of shares were issued to Scott Kincer, the CEO; 150,000 shares were issued to Joey Harmon, the COO; 30,000 shares were issued to Robert Sandelman, a director; and 30,000 shares were issued to David Lieberman, a director. All stock was valued at $0.30 per share. 100,000 shares were issued to a consultant and 25,000 shares were issued to an employee as compensation, valued at $30,000 and $7,500 (respectively) or $0.30 per share. 60,000 shares of common stock were sold for $0.50 per share to an investor and 10,000 shares of common stock were issued to a debtor as interest expense, valued at $3,000 or $0.30 per share. 3,250,000 options were issued to officers with a $0.30 exercise price, a 5 year term and given a 44% volatility, Black Scholes calculated this as a $398,587 expense for the quarter per FASB 123R. There were no other issuances of stock or options other than those mentioned above and in Note 4. NOTE 6 - RELATED PARTY TRANSACTIONS As of September 30, 2006, the Company has an outstanding note payable to Murray Conradie, the Company's former CEO, in the amount of $2,000. 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 95% 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. NOTE 8 - OTHER LITIGATION: INTERNATIONAL DATA COLLECTION, INC. V. DATASCENSION, ET AL. San Diego Superior Court, Case No. GIC 865902 On May 12, 2006, International Data Collection, Inc. ("Plaintiff"), filed a complaint in the Superior Court of California, County of San Diego, Case No. GIC 865902, against DSEN as well as Joey Harman (officer), Heather Pomeroy (employee) and a non-related individual, Gustavo Mendoza. Plaintiff asserts causes of action for unfair business practices, misappropriation of trade secrets, interference with contract and prospective economic advantage, conversion and breach of contract. IDC is a competitor of DSEN. Plaintiff contends that its former employee, Ms. Pomeroy, obtained trade secrets which she is now divulging in the course of her employment with Datascension. IDC has not specified its damages as of this time. DSEN, Mr. Harmon and Ms. Pomeroy have each fully cooperated with litigation counsel's investigation. Although discovery has not been completed, it is litigation counsel's opinion that IDC's claims lack any factual and/or legal merit. As such, DSEN and its officer and employee intend to continue with vigorous defense against the claims asserted. A trial date has not yet been set in this case. DATASCENSION V. MEDIRECT LATINO, INC. Case No. 32 103 00458 06 On June 13, 2006, DSEN filed a claim against MEDirect Latino, Inc. ("MLTO") through the American Arbitration Association, Case No. 32 103 00458 06, in order to collect $212,061.28 of outstanding invoices for services rendered. Thereafter, on or about September 19, 2006, MLTO filed a counter-claim against DSEN, contending that DSEN negligently performed its services. MLTO seeks $1,000,000.00 in damages against DSEN although it has not specifically identified the basis of such. DSEN has fully cooperated with litigation counsel's investigation. Without compromising DSEN's litigation strategy, it is litigation counsel's opinion that (i) DSEN is a legitimate collection claim against MLTO, and (ii) MLTO's claims lack any factual and/or legal merit. The arbitration hearing has been set to commence on February 13, 2007. 					F-7 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. 					5 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 as the survey data is collected for 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. 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. DSEN's website address is http://www.datascension.com. Results of Operations Analysis of the nine months ended September 30, 2006 compared to the nine months ended September 30, 2005. For the nine-months, ended September 30, 2006, DSEN has generated $10,827,468 in revenues compared to $6,864,011 in revenues for the nine-months ended September 30, 2005, for an increase of $3,963,457. The increase in revenue is a result of an increase in new clients, along with an increase in our hourly billing rates. Cost of goods sold for the nine-months ended September 30, 2006 was $8,042,058 compared to $5,718,341 for the nine-months ended September 30, 2005 or an increase of 2,323,717. This increase was a result of the increased clients and service contracts completed. 					6 Total general and administrative expenses increased to $2,003,370 for the nine- months ended September 30, 2006 from $1,409,080 for the nine-months ended September 30, 2005, a net increase of $594,290. The increase related to the increase in cost associated with expansion of our Costa Rica operation and training of personnel to meet the increased demand of the new clients. Depreciation expense for the nine-months ended September 30, 2006 was $167,242 compared to $131,885 for the nine-months ended September 30, 2005, an increase of $35,357. The increase resulted from the purchase of additional assets in the last twelve months. Interest expense for the nine-months ended September 30, 2006 was $321,986 compared to $263,125 for the nine-months ended September 30, 2005 an increase of $58,861. This increase relates to the debt funding increase in the last twelve months. Datascension generated net income of $861,728 for the nine months ended September 30, 2006, versus net income of $1,732,336 for the same period in 2005. The decrease in profit of $870,608 is a result of the increase in expenses (and decrease in income) related to the derivative and warrant liabilities, along with a write down of the Century Innovations investment of $108,469. For the nine months ended September 30, 2006, DSEN has increased its working capital position by a net amount of $1,411,846 from negative $1,898,111 as of December 31, 2005 to negative $486,265 as of September 30, 2006. This is due largely to an increase in warrant liability of $226,066 and an increase of $2,120,494 in convertible debt, while there was also a decrease in derivative liability of $813,765, offset by an increase in cash of $608,732, an additional increase in accounts receivable of $61,272, an increase in prepaid expenses of $161,472 and an increase in construction in progress of $1,696,400. Significant Subsequent Events occurring after September 30, 2006: None. Capital Resources and Liquidity On September 30, 2006 DSEN had total assets of $7,915,359 compared to $4,563,623 on September 30, 2005, an increase of $3,351,736. The reason for the increase in assets is a result of the increase in cash, construction in progress and accounts receivable. DSEN had a total stockholders' equity of $2,257,104 on September 30, 2006 compared to $558,993 on September 30, 2005, an increase in equity of $1,698,111, which is in part due to the increase in gross profit during the past 12 months. All assets are booked at historical purchase price and there is no variance between book value and the purchase price. On September 30, 2006 DSEN had Property and Equipment of $1,005,857 compared to $995,543 on September 30, 2005, or an increase of $10,314 which is a result of the purchase of additional software for the call center operations and the depreciation during the last twelve months. The company has begun construction of a new facility in Costa Rica and has approximately $1,696,400 in construction in progress as of September 30, 2006. 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 2006. 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 as of September 30, 2006, the company had $884,019 of cash and $2,315,350 of accounts receivable on hand. 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. 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. 					7 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. PART II. OTHER INFORMATION Item 1. Legal Proceedings. INTERNATIONAL DATA COLLECTION, INC. V. DATASCENSION, ET AL. San Diego Superior Court, Case No. GIC 865902 On May 12, 2006, International Data Collection, Inc. ("Plaintiff"), filed a complaint in the Superior Court of California, County of San Diego, Case No. GIC 865902, against DSEN as well as Joey Harman (officer), Heather Pomeroy (employee) and a non-related individual, Gustavo Mendoza. Plaintiff asserts causes of action for unfair business practices, misappropriation of trade secrets, interference with contract and prospective economic advantage, conversion and breach of contract. IDC is a competitor of DSEN. Plaintiff contends that its former employee, Ms. Pomeroy, obtained trade secrets which she is now divulging in the course of her employment with Datascension. IDC has not specified its damages as of this time. DSEN, Mr. Harmon and Ms. Pomeroy have each fully cooperated with litigation counsel's investigation. Although discovery has not been completed, it is litigation counsel's opinion that IDC's claims lack any factual and/or legal merit. As such, DSEN and its officer and employee intend to continue with vigorous defense against the claims asserted. A trial date has not yet been set in this case. DATASCENSION V. MEDIRECT LATINO, INC. Case No. 32 103 00458 06 On June 13, 2006, DSEN filed a claim against MEDirect Latino, Inc. ("MLTO") through the American Arbitration Association, Case No. 32 103 00458 06, in order to collect $212,061.28 of outstanding invoices for services rendered. Thereafter, on or about September 19, 2006, MLTO filed a counter-claim against DSEN, contending that DSEN negligently performed its services. MLTO seeks $1,000,000.00 in damages against DSEN although it has not specifically identified the basis of such. DSEN has fully cooperated with litigation counsel's investigation. Without compromising DSEN's litigation strategy, it is litigation counsel's opinion that (i) DSEN is a legitimate collection claim against MLTO, and (ii) MLTO's claims lack any factual and/or legal merit. The arbitration hearing has been set to commence on February 13, 2007. 					8 Item 2. Unregistered Sales of Equity Security and Use of Proceeds. 	[None during the three months ended September 30, 2006]. 					9 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. Reports on Form 8-K None. 					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/ D. Scott Kincer ---------------------- D. Scott Kincer President, Chairman and Director (Principal Executive Officer) /s/ D. Scott Kincer ------------------- D. Scott Kincer (Principal Financial Officer) Date: November 13, 2006 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/ D. Scott Kincer ---------------------- D. Scott Kincer President, Chairman and Director (Principal Executive Officer) /s/ D. Scott Kincer ------------------- D. Scott Kincer (Principal Financial Officer) Date: November 13, 2006 					 11