-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FQx25KK2rZJaxJmrmK+J0fD5Bb3G309xU8QSCESdain7bxZ8BPc/gxqzYYzFemLk yL3I9xfHBxzWTVfSbJIlnQ== 0001144204-07-065634.txt : 20071204 0001144204-07-065634.hdr.sgml : 20071204 20071204124048 ACCESSION NUMBER: 0001144204-07-065634 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071204 DATE AS OF CHANGE: 20071204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATASCENSION INC CENTRAL INDEX KEY: 0000795824 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870374623 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79325 FILM NUMBER: 071282840 BUSINESS ADDRESS: STREET 1: 145 S. STATE COLLEGE BLVD., SUITE 350 CITY: BREA STATE: CA ZIP: 92821 BUSINESS PHONE: 714-482-9750 MAIL ADDRESS: STREET 1: 145 S. STATE COLLEGE BLVD., SUITE 350 CITY: BREA STATE: CA ZIP: 92821 FORMER COMPANY: FORMER CONFORMED NAME: NUTEK INC DATE OF NAME CHANGE: 20000105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIKING ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001417002 IRS NUMBER: 134352452 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: 44TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 981-5300 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: 44TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D 1 v096299_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. ___________)

Datascension Inc.
(Name of Issuer)

Warrants, par value NIS 0.01 per share
(Title of Class of Securities)

______________________________238111108_______________________________
(CUSIP Number)

William E. McDonnell, Jr.
Viking Asset Management LLC
600 Montgomery Street, 44th Floor
San Francisco, CA 94111
Telephone: (415) 981-5300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 29, 2007
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
Page 1 of 8
CUSIP No. 238111108
 
1.    Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Viking Asset Management LLC
 
2.     Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)                                             o
(b)                                             x
 
3.    SEC Use Only  __________________________________________________
 
4.    Source of Funds (See Instructions)                         O
 
5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
 
6.    Citizenship or Place of Organization                         CA

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.     Sole Voting Power   0
8.    Shared Voting Power            17,904,000
9.    Sole Dispositive Power        0
10.      Shared Dispositive Power                17,904,000

11.    Aggregate Amount Beneficially Owned by Each Reporting Person      17,904,000
 
12.    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See        Instructions)                                        ______
 
13.    Percent of Class Represented by Amount in Row (11)              54.879%
 
14.    Type of Reporting Person (See Instructions)                      IA, OO
 
Page 2 of 8
CUSIP No. 238111108

Item 1. Security and Issuer
 
This statement relates to Ordinary Shares (the "Stock") of Datascension Inc. (the "Issuer"). The principal executive office of the Issuer is located at 407 W. Imperial Highway, Suite H314, Brea, CA 92821.
 
Item 2. Identity and Background
 
The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:
 
(a)    Viking Asset Management LLC ("Viking LLC")

(b)   The business address of Viking LLC, the Viking Affiliates (defined below), except Viking Asset Management, Ltd., a British Virgin Islands business investment company (“Viking Ltd.”) and Longview Fund International, Ltd., a British Virgin Islands international business company (“Longview International”) is:

600 Montgomery Street, 44th Floor
San Francisco, CA

The business address of Viking Ltd. is:

Nemours Chambers
Road Town, Tortola
British Virgin Islands
 
The business address of Longview International is:

c/o Conifer Fund Services Ltd.
Yamraj Building
Road Town, Tortola
British Virgin Islands
VG1110


(c)    Present principal occupation or employment of Viking LLC and the Viking Affiliates and the name, principal business and address of any corporation or other organization in which such employment is conducted:

The securities reported as beneficially owned by Viking LLC on this Schedule 13D include securities also beneficially owned by the following affiliates of Viking LLC (collectively, the "Viking Affiliates"): Viking Ltd., Peter T. Benz, Merrick D. Okamoto, Wayne H. Coleson and S. Michael Rudolph. Viking LLC is the investment adviser to investment limited partnerships of which Viking Ltd. is the general partner, including Longview Fund, L.P., a California limited partnership ("Longview"). Viking Ltd. is the investment adviser to Longview International (together with Longview, the "Funds"), but pursuant to an agreement between Viking Ltd. and Viking LLC, Viking Ltd. has delegated such investment advisory authority to Viking LLC. Viking LLC is also the investment adviser to other investment funds. Mr. Benz, Mr. Okamoto, Mr. Coleson and Mr. Rudolph are the control persons of Viking LLC and Viking Ltd. Longview International holds shares of the Issuer’s common stock indirectly as a limited partner of Longview. Viking LLC is filing this Schedule 13D on behalf of itself, the Viking Affiliates and the Funds.

Page 3 of 8
CUSIP No. 238111108
 
(d)   During the last five years, none of Viking LLC, the Viking Affiliates or the Funds has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)   During the last five years, none of Viking LLC, the Viking Affiliates or the Funds was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)   Viking LLC was organized in California. The Viking Affiliates and the Funds that are entities were organized in the jurisdictions listed in Items 2(b) and 2(c). The Viking Affiliates that are natural persons are United States citizens.

Item 3. Source and Amount of Funds or Other Consideration
 
The securities were acquired as a result of the exercise of warrants described in Item 4 below.
 
Item 4. Purpose of Transaction
 
Viking Asset Management LLC acquired the stock as a result of the exercise on November 29, 2007 of the following warrants:
 
Number of Warrants Exercised
Exercise Price
Date Exercisable
Expiration Date
Number of Shares Resulting From Exercise
 4,865,311
 $0.2667
 6/11/2006
 6/11/2011
 2,471,255
 1,280,000
 $0.2667
 12/11/2006
 12/11/2011
 650,055

Item 5. Interest in Securities of the Issuer
 
The Stock reported as beneficially owned by Viking LLC on its cover page includes Stock that also may be beneficially owned by the Viking Affiliates as described below. Nevertheless, Viking LLC and the Viking Affiliates disclaim beneficial ownership of the Stock reported on this Schedule 13D except to the extent of their pecuniary interest therein. Viking LLC, the Viking Affiliates and the Funds are filing this Schedule 13D jointly, but not as members of a group, and each of them expressly disclaims membership in a group. In addition, the filing of this Schedule 13D on behalf of the Funds should not be construed as an admission that either of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of any of the Stock covered by that Schedule 13D.
 
1. Viking Ltd.
 
(a)     Amount of stock beneficially owned: 17,904,000
(b)     Percent of class: 54.879
 
Page 4 of 8
CUSIP No. 238111108
 
(c)     Number of shares as to which the person has:
(i)       Sole power to vote or direct the vote: 0
(ii)  Shared power to vote or direct the vote: 17,904,000
(iii)     Sole power to dispose or direct the disposition of : 0
(iv)     Shared power to dispose or direct the disposition of: 17,904,000

2. Mr. Benz
(a)     Amount of stock beneficially owned: 17,904,000
(b)     Percent of class: 54.879
(c)     Number of shares as to which the person has:
(i)    Sole power to vote or direct the vote: 0
(ii)   Shared power to vote or direct the vote: 17,904,000
(iii)      Sole power to dispose or direct the disposition of: 0
(iv)      Shared power to dispose or direct the disposition of: 17,904,000

3.  Mr. Okamoto
(a)     Amount of stock beneficially owned: 17,904,000
(b)     Percent of class: 54.879
(c)     Number of shares as to which the person has:
(i)     Sole power to vote or direct the vote: 0
(ii)     Shared power to vote or direct the vote: 17,904,000
(iii)    Sole power to dispose or direct the disposition of : 0
(iv)   Shared power to dispose or direct the disposition of: 17,904,000

4. Mr. Coleson
(a)     Amount of stock beneficially owned: 17,904,000
(b)     Percent of class: 54.879
(c)     Number of shares as to which the person has:
(i)      Sole power to vote or direct the vote: 0
(ii)     Shared power to vote or direct the vote: 17,904,000
(iii)     Sole power to dispose or direct the disposition of: 0
(iv)    Shared power to dispose or direct the disposition of: 17,904,000

6. Mr. Rudolph
(a)     Amount of stock beneficially owned: 17,904,000
(b)     Percent of class: 54.879
(c)     Number of shares as to which the person has:
(i)      Sole power to vote or direct the vote: 0
(ii)      Shared power to vote or direct the vote: 17,904,000
(iii)    Sole power to dispose or direct the disposition of: 0
(iv)    Shared power to dispose or direct the disposition of: 17,904,000
7. Longview
(a)     Amount of stock beneficially owned: 17,904,000
(b)     Percent of class: 54.879
(c)     Number of shares as to which the person has:
(i)      Sole power to vote or direct the vote: 0
(ii)     Shared power to vote or direct the vote: 17,904,000
(iii)    Sole power to dispose or direct the disposition of: 0
(iv)    Shared power to dispose or direct the disposition of: 17,904,000

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer
 
Page 5 of 8
CUSIP No. 238111108

Viking LLC is the investment adviser to investment funds, including the Funds, pursuant to an investment management agreement for each fund that provides to Viking LLC the authority, among other things, to invest the funds of such investment funds in the Stock, to vote and dispose of the Stock and to file this statement on behalf of such investment funds. Pursuant to an Agreement of Limited Partnership, Viking Ltd. is entitled to allocations based on realized and unrealized gains of the investment funds of which it is general partner, including Longview.
Page 6 of 8
CUSIP No. 238111108

Item 7. Material to Be Filed as Exhibits
 
Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
 
SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: December __, 2007
     
 VIKING ASSET MANAGEMENT
 
 		  
 		  
 
 By:  _____________________________________
 S. Michael Rudolph, Manager
   
 
Page 7 of 8
CUSIP No. 238111108

EXHIBIT A

AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G and Forms (and any amendments or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Viking Asset Management LLC, a California limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.
 
Dated: December __, 2007
 
 
VIKING ASSET MANAGEMENT, LTD.
 
 
By:         ___________________________________  
S. Michael Rudolph, Director
LONGVIEW FUND, L.P.
 
By: Viking Asset Management, Ltd.
General Partner
 
By:         _________________________    
S. Michael Rudolph, Manager
LONGVIEW FUND INTERNATIONAL, LTD.
 
By: Viking Asset Management LLC
Sub-Investment Manager
 
By:          _________________________ 
S. Michael Rudolph, Manager
 
 
 
 
 
__________________________
Peter T. Benz
 
 
___________________________
Merrick D. Okamoto
 
 
__________________________
Wayne H. Coleson
 
 
___________________________
S. Michael Rudolph
  

 
 
 
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