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) April 14, 2005
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 S. State College Blvd, Suite 350, Brea CA 92821
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 714-482-9750
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 40.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
SECTION 8. OTHER EVENTS
Item 8.01 - Other Events
On April 13, 2005, Datascension, Inc. (the "Company") reported that the Company
has converted the South Texas Oil Company asset held for sale to 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
Datascension, Inc.
The dividend will take the form of a dividend certificate representing
restricted common stock, which will be distributed to Datascension's beneficial
stockholders of record as of the record date, which is April 27, 2005.
The stock dividend will be distributed to owners of Datascension'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 Datascension Inc.
Certificates for the dividend stock will be mailed from the transfer agent soon
after the record date.
Why is Datascension Inc. distributing South Texas Oil Company (f/k/a Nutek Oil)
common stock?
There are several reasons for the distribution, including the following:
- - To further Datascension's goals of having the call center operation as the
sole focus of the company and remove all unrelated entities and operations from
Datascension;
- - both Datascension Inc. and South Texas Oil Company (f/k/a Nutek Oil) will be
able to adopt strategies and pursue opportunities appropriate to their specific
businesses;
- - South Texas Oil Company may be able to achieve future growth through
internal expansion and acquisitions utilizing its own equity; and,
- - investors will be better able to evaluate the different merits of each
business and its future prospects, enhancing the likelihood that each will
achieve appropriate market recognition of its performance and potential.
How many shares of South Texas Oil Company's common stock are being
distributed?
957,349 shares of South Texas Oil Company's common stock that
Datascension Inc. has an interest in are being distributed to Datascension Inc.
shareholders. Datascension, Inc. shareholders will receive one share of South
Texas Oil Company's restricted common stock for approximately every 18 shares
of Datascension Inc. common stock they own. As Datascension Inc. currently has
no fractional shares outstanding, no fractional shares of South Texas Oil
Company common stock will be distributed in the distribution.
Is there a trading market for the shares of South Texas Oil Company common
stock?
South Texas Oil Company's (f/k/a Nutek Oil) common stock is currently
trading under the ticker symbol NUTO and trades on the "pink sheets".
What is the record date for the distribution?
The record date for the distribution is April 27, 2005. This means
that holders of record of Datascension Inc. common stock as of the close of
business on that date are entitled to receive shares of South Texas Oil Company
(f/k/a Nutek Oil) common stock in the distribution.
When will the shares be distributed?
The shares will be distributed on or about May 15, 2005.
Who is the distribution agent?
The distribution agent is Transfer Online in Portland, Oregon.
Will the distribution be taxable?
This transaction is not expected to be taxable as the distribution
should be treated as a tax-free distribution to Datascension Inc. shareholders.
Who is the transfer agent and registrar for the South Texas Oil Company (f/k/a
Nutek Oil) common stock?
The transfer agent and registrar for the South Texas Oil Company (f/k/a
Nutek Oil) common stock is Transfer Online in Portland, Oregon.
The shares certificates will additionally have the following legend on them:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER
SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED,
HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (I) UPON EFFECTIVE REGISTRATION OF
THE SECURITIES UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS COVERING SUCH
SECURITIES, OR (II) UPON ACCEPTANCE BY THE COMPANY OF AN OPINION OF COUNSEL IN
SUCH FORM AND BY SUCH COUNSEL, OR OTHER DOCUMENTATION, AS IS SATISFACTORY TO
COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 - Financial Statements and Exhibits.
(a) Financial Statement of business acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits
99.1 Notification of Dividend to NASD.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 14, 2005
DATASCENSION INC.
By:
/s/ D. Scott Kincer
-------------------
D. Scott Kincer, President
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Notification of Dividend to NASD.