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): December 12, 2006
DATASCENSION INC.
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(Exact name of Registrant as specified in charter)
Nevada 0-29087 87-0374623
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) identification)
145 State College Blvd, Suite 350 Brea, CA 92821
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(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 December 12, 2006, the Company entered into a Subscription Agreement
pursuant to which, among other things, Longview Fund and another investor
invested $2,169,123 in the Company. The gross proceeds were allocated as
follows: (i) $1,719,123 to satisfy certain prior existing obligations of the
Company to the investors, and (ii) $450,000 in cash proceeds. The funds were
invested pursuant to Fixed Price Term Notes which bears interest at the annual
rate of 14%. The Notes are secured by a lien on all of the assets of the
Company. In connection with the investment, the investors were issued warrants
to purchase 2,000,000 shares of the Company's stock at an exercise of $.45 per
share. The warrants are exerciseable for a period of five years from the
closing date. Copies of the Subscription Agreement and other definitive
documentation delivered in connection therewith are attached hereto as
exhibits.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Title
99.1 Form of Subscription Agreement
99.2 Form of Note
99.3 Form of Warrant
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.
December 18, 2006
Datascension Inc.
By: /s/ Scott Kincer
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Scott Kincer, President/CEO