UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K


(MARK
ONE)





x           ANNUAL REPORT UNDER SECTION 13 OR
15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For
the fiscal year ended December 31, 2008








o           TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE


SECURITIES EXCHANGE ACT OF
1934





For
the transition period
from                    to





Commission
file number 000-51840





ASCEND
      ACQUISITION CORP.(Name
      of small business issuer in its
charter)





Delaware
                
                
                20-3881465(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                
                (I.R.S.
      Employer Identification No.)435 Devon Park Drive, Bldg.
      700, Wayne, PA
                
                
                19087(Address
      of principal executive offices)
                
                
                (Zip
      Code)







Issuer’s
telephone number:  (610) 420-6523





Securities
registered under Section 12(b) of the Exchange Act: None





Securities
registered under Section 12(g) of the Exchange Act:





Units of Common Stock and
Warrants to Purchase Common Stock





Common Stock, par value
$.0001 per share





Warrants to purchase shares
of Common Stock


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  o   No   x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  Yes  o   No   x











Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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
o





Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.   x





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.





Large
accelerated
filer                                              
o                      Accelerated
filer                                                  o





Non-accelerated
filer                                                 o                     
Smaller reporting
company                               
x


(Do not
check if smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act) Yes x No o





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently computed second fiscal
quarter: $35,192,645.





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  856,675 as of March 27,
2009





DOCUMENTS
INCORPORATED BY REFERENCE





None.





ii





CAUTIONARY
STATEMENT FOR FORWARD-LOOKING STATEMENTS





This
Annual Report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  We have based
these forward-looking statements on our current expectations and projections
about future events.  These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements.  In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "would,"
"expect," "plan," "anticipate," "believe," "estimate," "continue," or the
negative of such terms or other similar expressions.  Factors that
might cause or contribute to such a discrepancy include, but are not limited to,
those described in this Annual Report on Form 10-K and in our other Securities
and Exchange Commission filings.





PART
I


Item
1.  Business.





General




We were formed on December 5, 2005 to
serve as a vehicle to effect a merger, capital stock exchange, asset acquisition
or other similar business combination with a currently unidentified operating
business.  The registration statement for our initial public offering
("the Offering") was declared effective May 11, 2006.  On May 17,
2006, we sold 6,000,000 units in the Offering and on May 22, 2006, we sold
900,000 units in the Offering. The total units sold of 6,900,000 includes all of
the 900,000 units subject to the underwriters’ overallotment
option.  Each of our units originally consisted of one share of our
common stock, $.0001 par value per share, and two redeemable common stock
purchase warrants.  Each warrant originally entitled the holder to
purchase from us one share of common stock at an exercise price of $5.00. We
received net proceeds of approximately $37,203,000 from the
Offering.  All activity from December 5, 2005 through May 17, 2006
related to our formation and initial public offering.






On July
31, 2007, we announced that we had signed a definitive agreement to acquire
e.PAK Resources (S) Pte. Ltd. (“ePAK”), a privately held, full-service supplier
of semiconductor transfer and handling products.   On April 28,
2008, we announced that we had abandoned our proposed business combination with
ePAK.  We were required to complete our business combination with ePAK
by May 17, 2008.  Because we did not consummate a qualifying Business
Combination prior to May 17, 2008, the board of directors contemplated
alternatives for preserving value for
stockholders.  Ultimately, the board of directors proposed to amend
our certificate of incorporation:






*
            to
      permit the continuance of our company as a corporation beyond the time
      currently specified in our certificate of incorporation without the
      limitations related to the
Offering;




*
            to
      increase the authorized shares of common stock from 30,000,000 shares to
      300,000,000 shares of common stock;
and




*
            to
      effect a one-for-ten reverse stock split of our common stock, in which
      every 10 shares of Common Stock outstanding as of the effective date of
      the amendment will be converted into one share of Common
      Stock.







1




Our
stockholders approved all of these amendments at a special meeting held on
September 4, 2008.  In addition to these amendments, on September 18,
2008 we distributed the amounts in the Trust Fund established by us at the
consummation of the Offering and into which a certain amount of the net proceeds
of the Offering were deposited (the “Trust Fund”).  The aggregate
amount in the Trust Fund was approximately $41,128,676 or approximately $5.96
per original share of common stock issued in the Offering (“IPO
Shares”).  Only holders of our IPO Shares received proceeds from the
distribution of the Trust Fund, after establishing a reserve for Delaware
franchise taxes expected to be paid in the amount of approximately
$75,000.





As a
result of the preceding, our current primary activity involves seeking a company
or companies that we can acquire or with which we can merge.  We have
not selected any company as an acquisition target or merger partner, and do not
currently intend to limit potential candidates to any particular field or
industry.  However, in the future if we so choose, we could limit
candidates to a particular field or industry.  Our plans are now only
in an early stage.  In our company’s present state, it can be defined
as a "shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.  Moreover,
the proposed business activities described herein classify our company as a
"blank check" company.  Many states have enacted statutes, rules, and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions.





Current
Business Plan





Our plan is to seek, investigate, and
if such investigation warrants, acquire an interest in one or more business
opportunities presented to us by persons or firms desiring the perceived
advantages of a publicly held corporation.  At this time, we have no
plan, proposal, agreement, understanding, or arrangement to acquire or merge
with any specific business or company, and we have not identified any specific
business or company for investigation and evaluation.  No member of
management or any promoter of ours, or an affiliate of either, has had any
material discussions with any other company with respect to any acquisition of
that company.  We will not restrict our search to any specific
business, industry, or geographical location, and may participate in business
ventures of virtually any kind or nature.  Discussion of the proposed
business under this caption and throughout this Annual Report is purposefully
general and is not meant to restrict our virtually unlimited discretion to
search for and enter into a business combination.





We may seek a combination with a firm
that only recently commenced operations, a developing company in need of
additional funds to expand into new products or markets or seeking to develop a
new product or service, or an established business which may be experiencing
financial or operating difficulties and needs additional capital which is
perceived to be easier to raise by a public company.  In some
instances, a business opportunity may involve acquiring or merging with a
corporation which does not need substantial additional cash but which desires to
establish a public trading market for its common stock.  We may
purchase assets and establish wholly-owned subsidiaries in various businesses or
purchase existing businesses as subsidiaries.





Selecting a business opportunity will
be complex and extremely risky.  Because of general economic
conditions, rapid technological advances being made in some industries, and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly-traded corporation.  Such
perceived benefits of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes) for all
stockholders, and other items.  Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.




2




We have
insufficient capital with which to provide the owners of businesses significant
cash or other assets.  Management believes we will offer owners of
businesses the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering.  The owners of the businesses will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale.  We will
also incur significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of preparing Current
Reports on Form 8-K, agreements, and related reports and
documents.  Nevertheless, management has not conducted market research
and is not aware of statistical data that would support the perceived benefits
of a merger or acquisition transaction for the owners of a
business.  We do not intend to make any loans to any prospective
merger or acquisition candidates or to unaffiliated third parties.





We will not restrict our search for any
specific kind of firms, but may acquire a venture that is in our preliminary or
development stage, is already in operation, or is in essentially any stage of
its corporate life.  It is impossible to predict at this time the
status of any business in which we may become engaged, in that such business may
need to seek additional capital, may desire to have our shares publicly traded,
or may seek other perceived advantages that we may offer.  However, we
do not intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as we have
successfully consummated such a merger or acquisition.





Sources
of Opportunities





We will seek a potential business
opportunity from all known sources, but will rely principally on personal
contacts of our management as well as indirect associations between it and other
business and professional people.  We do not presently anticipate that
we will engage any professional firm specializing in business acquisitions or
reorganizations.





Management will rely upon our own
efforts and, to some extent, the efforts of our stockholders, in accomplishing
our business purposes.  We do not anticipate that we will use any
outside consultants or advisors, other than our legal counsel and accountants,
to effectuate our business purposes described herein.  However, if we
do retain such an outside consultant or advisor, any cash fee earned by such
party will need to be paid by the prospective merger/acquisition candidate, as
we have no cash assets with which to pay such obligation.  There have
been no discussions, understandings, contracts or agreements with any outside
consultants, and none are anticipated in the future.





As is customary in the industry, we may
pay a finder's fee for locating an acquisition prospect.  If any such
fee is paid, it will be approved by our Board of Directors and will be in
accordance with the industry standards.  Such fees are customarily
between 1% and 5% of the size of the transaction, based upon a sliding scale of
the amount involved.  Such fees are typically in the range of 5% on a
$1,000,000 transaction ratably down to 1% in a $4,000,000
transaction.





We will not have sufficient funds to
undertake any significant development, marketing, and manufacturing of any
products that may be acquired.  Accordingly, if we acquire the rights
to a product, rather than entering into a merger or acquisition, it most likely
would need to seek debt or equity financing or obtain funding from third
parties, in exchange for which we would probably be required to give up a
substantial portion of our interest in any acquired product.  There is
no assurance that we will be able either to obtain additional financing or to
interest third parties in providing funding for the further development,
marketing and manufacturing of any products acquired.




3




Evaluation
of Opportunities




The analysis of new business
opportunities will be undertaken by or under the supervision of
management.  See “Item 10. Directors, Executive Officers, Promoters,
Control Persons and Corporate Governance; Compliance With Section 16(a) of the
Exchange Act” for information about our current
management.  Management intends to concentrate on identifying
prospective business opportunities that may be brought to our attention through
present associations with management.  In analyzing prospective
business opportunities, management will consider, among other factors, such
matters as;





1.
            the
      available technical, financial and managerial
  resources


2.
            working
      capital and other financial
requirements


3.
            history
      of operation, if any


4.
            prospects
      for the future


5.
              present
      and expected competition6.
              the
      quality and experience of management services which may be available and
      the depth of that management7.
              the
      potential for further research, development or
  exploration8.
              specific
      risk factors not now foreseeable but which then may be anticipated to
      impact our proposed activities9.
              the
      potential for growth or expansion10.
              the potential for
      profit11.
              the
      perceived public recognition or acceptance of products, services or
      trades12.
              name
      identification


























Management will meet personally with
management and key personnel of the firm sponsoring the business opportunity as
part of their investigation.  To the extent possible, we intend to
utilize written reports and personal investigation to evaluate the above
factors.





Opportunities in which we participate
will present certain risks, many of which cannot be identified adequately prior
to selecting a specific opportunity.  Our stockholders must,
therefore, depend on management to identify and evaluate such
risks.  Promoters of some opportunities may have been unable to
develop a going concern or may present a business in our development stage (in
that it has not generated significant revenues from our principal business
activities prior to our participation).  Even after our participation,
there is a risk that the combined enterprise may not become a going concern or
advance beyond the development stage.  Other opportunities may involve
new and untested products, processes, or market strategies that may not
succeed.  We (and therefore our stockholders) will assume such
risks.





The investigation of specific business
opportunities and the negotiation, drafting, and execution of relevant
agreements, disclosure documents, and other instruments will require substantial
management time and attention as well as substantial costs for accountants,
attorneys, and others.  If a decision is made not to participate in a
specific business opportunity, the costs incurred in the related investigation
would not be recoverable.  Furthermore, even if an agreement is
reached for the participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss by us of the related costs
incurred.





There is the additional risk that we
will not find a suitable target.  Management does not believe we will
generate revenue without finding and completing a transaction with a suitable
target company.  If no such target is found, therefore, no return on
an investment in we will be realized, and there will not, most likely, be a
market for our stock.






4




Acquisition
of Opportunities





In implementing a structure for a
particular business acquisition, we may become a party to a merger,
consolidation, reorganization, joint venture, franchise, or licensing agreement
with another corporation or entity.  We may also purchase stock or
assets of an existing business.  Once a transaction is complete, it is
possible that the present management and stockholders of ours will not be in
control of our company.  In addition, our management may, as part of
the terms of the transaction, resign and be replaced in whole or in part without
a vote of our stockholders.





It is anticipated that securities
issued in any such reorganization would be issued in reliance on exemptions from
registration under applicable Federal and state securities laws.  In
some circumstances, however, as a negotiated element of this transaction, we may
agree to register such securities either at the time the transaction is
consummated, under certain conditions, or at specified time
thereafter.  The issuance of substantial additional securities and
their potential sale into any trading market that may develop in our Common
Stock may have a depressive effect on such market.





While the actual terms of a transaction
to which we may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid the creation
of a taxable event and thereby structure the acquisition in a so called "tax
free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue
Code of 1986, as amended (the "Code").  In order to obtain tax-free
treatment under the Code, it may be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving
entity.  In such event, our stockholders would retain less than 20% of
the issued and outstanding shares of the surviving entity, which could result in
significant dilution in the equity of such stockholders.





As part of our investigation, our
management will meet personally with management and key personnel of the target
company, may visit and inspect material facilities, obtain independent analysis
or verification of certain information provided, check references of management
and key personnel, and take other reasonable investigative measures, to the
extent of our limited financial resources and management expertise.





The manner in which we participate in
an opportunity with a target company will depend on the nature of the
opportunity, the respective needs and desires of us and other parties, the
management of the opportunity, and the relative negotiating strength of us and
such other management.





With respect to any mergers or
acquisitions, negotiations with target company management will be expected to
focus on the percentage of our company which the target company's stockholders
would acquire in exchange for their share holdings in the target
company.  Depending upon, among other things, the target company's
assets and liabilities, our stockholders will, in all likelihood, hold a lesser
percentage ownership interest in our company following any merger or
acquisition.  The percentage ownership may be subject to significant
reduction in the event we acquire a target company with substantial
assets.  Any merger or acquisition effected by us can be expected to
have a significant dilutive effect on the percentage of shares held by our then
stockholders.





Management has advanced, and expects to
continue to advance, funds used by us in identifying and pursuing agreements
with target companies.  Management could require that these funds be
repaid from the proceeds of any transaction with the target company, and any
agreement governing such a transaction may, in fact, be contingent upon the
repayment of those funds.





Competition





We are an insignificant participant
among firms that engage in business combinations with, or financing of,
development-stage enterprises.  There are many established management
and financial consulting companies and venture capital firms that have
significantly greater financial and personal resources, technical expertise and
experience than ours.  In view of our limited financial resources and
management availability, we will continue to be at a significant competitive
disadvantage relative to our competitors.




5





Regulation
and Taxation





Although we will be subject to
regulation under the Securities Act of 1933 and the Securities Exchange Act of
1934, management believes we will not be subject to regulation under the
Investment Company Act of 1940 insofar as we will not be engaged in the business
of investing or trading in securities.  In the event we engage in
business combinations that result in our holding passive investment interests in
a number of entities, we could be subject to regulation under the Investment
Company Act of 1940.  In such event, we would be required to register
as an investment company and could be expected to incur significant registration
and compliance costs.  We have obtained no formal determination from
the Securities and Exchange Commission as to our status under the Investment
Company Act of 1940 and, consequently, any violation of such Act would subject
us to material adverse consequences.




We intend to structure a merger or
acquisition in such manner as to minimize Federal and state tax consequences to
us and to any target company.




Employees




We have
one executive officer.  This individual is not obligated to devote any
specific number of hours to our matters and intends to devote only as much time
as he deems necessary to our affairs.  The amount of time he will
devote in any time period will vary based on the demands of our
business.  We do not intend to have any full time employees prior to
the consummation of a business combination.




Item
1A.  Risk Factors.







RISKS RELATING TO OUR
BUSINESS





WE HAVE NO OPERATING HISTORY OR REVENUE
AND MINIMAL ASSETS.





We have no operating history, have
received no revenues and have never earned a profit from
operations.  We have no significant assets or financial
resources.  We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until it completes a business
combination.  This may result in our incurring a net operating loss
that will increase continuously until we complete a business combination with a
profitable business opportunity.  There is no assurance that we will
identify a business opportunity or complete a business combination.





OUR PROPOSED OPERATIONS ARE
SPECULATIVE.





The success of our proposed plan of
operation will depend to a great extent on the operations, financial condition,
and management of the identified business opportunity.  While
management intends to seek business combinations with entities having
established operating histories, it cannot assure that we will successfully
locate candidates meeting such criteria.  In the event we complete a
business combination, the success of our operations may depend upon management
of the successor firm or venture partner firm together with numerous other
factors beyond our control.




6





ATTRACTIVE BUSINESS OPPORTUNITIES AND
COMBINATIONS ARE SCARCE, AND COMPETITION FOR THEM IS FIERCE.





We are, and will continue to be, an
insignificant participant in the business of seeking mergers and joint ventures
with, and acquisitions of small private entities.  A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies that may also be desirable
target candidates for us.  Nearly all such entities have significantly
greater financial resources, technical expertise, and managerial capabilities
than the Company.  We are, consequently, at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination.  Moreover, we will also compete with numerous
other small public companies in seeking merger or acquisition
candidates.





WE HAVE ENTERED INTO NO AGREEMENT FOR
BUSINESS COMBINATION OR OTHER TRANSACTION, AND WE HAVE NO STANDARDS FOR ANY
BUSINESS COMBINATION.





We have no arrangement, agreement, or
understanding with respect to engaging in a business combination with any
private entity.  There can be no assurance we will successfully
identify and evaluate suitable business opportunities or conclude a business
combination.  Management has not identified any particular industry or
specific business within an industry for evaluations.  There is no
assurance we will be able to negotiate a business combination on terms favorable
to us.  We have not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria that we
will require a target business opportunity to have achieved, and without which
we would not consider a business combination in any form with such business
opportunity.  Accordingly, we may enter into a business combination
with a business opportunity having no significant operating history, losses,
limited or no potential for earnings, limited assets, negative net worth, or
other negative characteristics.





WE DEPEND HEAVILY ON OUR SOLE OFFICER,
AND HE MAY DEVOTE ONLY A LIMITED AMOUNT OF TIME TO OUR BUSINESS.





While seeking a business combination,
Don K. Rice, our sole officer, anticipates devoting only a fairly minimal amount
of time to our business.  Mr. Rice has not entered into a written
employment or non-compete agreement with us and is not expected to do so in the
foreseeable future.  We have not obtained key man life insurance on
him.  Notwithstanding the limited time commitment of Mr. Rice, the
loss of his services could adversely affect development of our
business.  See “Item 10. Directors, Executive Officers, Promoters,
Control Persons and Corporate Governance; Compliance With Section 16(a) of the
Exchange Act” for more information about Mr. Rice.





OUR MANAGEMENT MAY HAVE FUTURE
CONFLICTS OF INTEREST WITH US.





Don K. Rice, our sole officer, may in
the future participate in business ventures that could compete directly with
us.  Additional conflicts of interest and non-arms length transactions
may also arise in the future in the event Mr. Rice is involved in the management
of any firm with which we transact business.Our Code of Ethics prohibits us from
consummating a business combination with an entity that is affiliated with any
of our officers, directors or founders, but it does not prohibit us from
entering into other related-party transactions.   However, our
board of directors is responsible for reviewing and approving related-party
transactions to the extent we enter into such
transactions.





REPORTING REQUIREMENTS MAY DELAY OR
PRECLUDE AN ACQUISITION.





Companies subject to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act") must provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one or two years, depending on the
relative size of the acquisition.  The time and additional costs that
may be incurred by some target entities to prepare such statements may
significantly delay or even preclude us from completing an otherwise desirable
acquisition.  Acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting requirements of the Exchange Act are
applicable.




7





WE HAVE CONDUCTED NO RESEARCH AS TO
MARKET FOR A TRANSACTION SUCH AS THAT WHICH WE PROPOSE, AND WE HAVE MARKETING
ORGANIZATION TO ASSIST US IN PURSUING SUCH A TRANSACTION.





We have not conducted or received
results of market research indicating that market demand exists for the
transactions contemplated by us.  Moreover, we do not have, and does
not plan to establish, a marketing organization.  Even if there is
demand for a business combination as contemplated by us, there is no assurance
we will successfully complete such transaction.





WE EXPECT TO LACK DIVERSIFICATION EVEN
IF WE COMPLETE AN ACQUISITION TRANSACTION.





In all likelihood, our proposed
operations, even if successful, will result in a business combination with only
one entity.  Consequently, the resulting activities will be limited to
that entity's business.  Our inability to diversify our activities
into a number of areas may subject us to economic fluctuations within a
particular business or industry, thereby increasing the risks associated with
our operations.





WE COULD BECOME SUBJECT TO IMPOSING
REGULATIONS.





Although we will be subject to
regulation under the Exchange Act, management believes we will not be subject to
regulation under the Investment Company Act of 1940, insofar as we will not be
engaged in the business of investing or trading in securities.  In the
event we engages in business combinations that result in our holding passive
investment interests in a number of entities, we could be subject to regulation
under the Investment Company Act of 1940.  In such event, we would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs.  We have obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject us to material adverse
consequences.





A BUSINESS COMBINATION WOULD PROBABLY
RESULT IN A CHANGE IN CONTROL AND MANAGEMENT.





A business combination involving the
issuance of our common stock will, in all likelihood, result in stockholders of
a private company obtaining a controlling interest in us.  Any such
business combination may require our management members to sell or transfer all
or a portion of our common stock beneficially that they own, or resign from
their positions with us.  The resulting change in control of us could
result in removal of present management or a reduction in our participation in
our future affairs.





A BUSINESS COMBINATION WOULD PROBABLY
RESULT IN A REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOR EXISTING
STOCKHOLDERS.





Our primary plan of operation is based
upon a business combination with a private concern that, in all likelihood,
would result in our issuing securities to stockholders of such private
company.  Issuing previously authorized and unissued common stock of
we will reduce the percentage of shares owned by present and prospective
stockholders, and could effect a change in our control and/or
management.




8


BLANK CHECK OFFERINGS HAVE CERTAIN
DISADVANTAGES.





We may enter into a business
combination with an entity that desires to establish a public trading market for
our shares.  A target company may attempt to avoid what it believes to
be adverse consequences of undertaking our own public offering by seeking a
business combination with us.  The perceived adverse consequences may
include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, loss of voting control
to public stockholders, and the inability or unwillingness to comply with
various federal and state securities laws enacted for the protection of
investors.  These securities laws primarily relate to registering
securities and full disclosure of our business, management, and financial
statements.  However, any public offering of securities for which an
exemption under the Securities Act of 1933 is not available (including those
issued in a business combination with us) must be registered.





A BUSINESS COMBINATION COULD RESULT IN
ADVERSE TAX CONSEQUENCES.





Federal and state tax consequences
will, in all likelihood, be major considerations in any business combination we
may undertake.  Typically, these transactions may be structured to
result in tax-free treatment to both companies, pursuant to various federal and
state tax provisions.  We intend to structure any business combination
so as to minimize the federal and state tax consequences to both us and the
target entity.  Management cannot assure that a business combination
will meet the statutory requirements for a tax-free reorganization, or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets.  A non-qualifying reorganization could result in the
imposition of both federal and state taxes, which may have an adverse effect on
both parties to the transaction.




REQUIREMENTS OF AUDITED FINANCIAL
STATEMENTS MAY DISQUALIFY BUSINESS OPPORTUNITIES.






Management believes that any potential
target company must provide audited financial statements for review, and for the
protection of all parties to the business combination.  One or more
attractive business opportunities may forego a business combination with us,
rather than incur the expenses associated with preparing audited financial
statements.




WE HAVE
ENTERED INTO A CERTAIN TRANSACTION WITH ONE OF OUR OFFICERS AND
DIRECTORS.
  We have
entered into a certain transaction (the "Related Party Transaction") with Don K.
Rice, a director and our sole officer.  One aspect of the Related
Party Transaction may be to issue up to 4,875,000 shares of our common stock
upon the conversion of certain indebtedness that we owe to him.  The
Related Party Transaction is described in “Item 13.  Certain
Relationships and Related Transactions, and Director
Independence.”  The Related Party Transaction was not the result of
arms-length negotiations.  Accordingly, there can be no assurance that
the terms and conditions of the Related Party Transaction are as favorable to us
as those that could have been obtained in true arms-length
negotiations.  However, we believe that the Related Party Transaction
was fair as to the Company at the time it was authorized or
approved.




RISKS RELATING TO OUR
WARRANTS






AN
EFFECTIVE REGISTRATION STATEMENT MAY NOT BE IN PLACE WHEN AN INVESTOR DESIRES TO
EXERCISE WARRANTS, THUS PRECLUDING SUCH INVESTOR FROM BEING ABLE TO EXERCISE
HIS, HER OR ITS WARRANTS AND CAUSING SUCH WARRANTS TO BE PRACTICALLY
WORTHLESS.




No warrant will be exercisable and we
will not be obligated to issue shares of common stock unless at the time a
holder seeks to exercise such warrant, a prospectus relating to the common stock
issuable upon exercise of the warrant is current and the common stock has been
registered or qualified or deemed to be exempt under the securities laws of the
state of residence of the holder of the warrants. Presently, no current
prospectus relating to the common stock issuable upon exercise of the warrants
is in effect.  Moreover, in view of the present $50 per-share exercise
price of the warrants and our common stock’s extremely low price, we do not
intend to bring such a prospectus current.  As a result, holders are
and will be unable to exercise their warrants, and we will not be required to
settle any such warrant exercise. If the prospectus relating to the common stock
issuable upon the exercise of the warrants is not current, the warrants may have
no value, the market for the warrants may be limited and the warrants may expire
worthless.




9





AN
INVESTOR WILL ONLY BE ABLE TO EXERCISE A WARRANT IF THE ISSUANCE OF COMMON STOCK
UPON SUCH EXERCISE HAS BEEN REGISTERED OR QUALIFIED OR IS DEEMED EXEMPT UNDER
THE SECURITIES LAWS OF THE STATE OF RESIDENCE OF THE HOLDER OF THE
WARRANTS.





No
warrants will be exercisable and we will not be obligated to issue shares of
common stock unless the common stock issuable upon such exercise has been
registered or qualified or deemed to be exempt under the securities laws of the
state of residence of the holder of the warrants. Because the exemptions from
qualification in certain states for resales of warrants and for issuances of
common stock by the issuer upon exercise of a warrant may be different, a
warrant may be held by a holder in a state where an exemption is not available
for issuance of common stock upon an exercise and the holder will be precluded
from exercise of the warrant. As a result, the warrants may be deprived of any
value, the market for the warrants may be limited and the holders of warrants
may not be able to exercise their warrants if the common stock issuable upon
such exercise is not qualified or exempt from qualification in the jurisdictions
in which the holders of the warrants reside.




Item
1B.  Unresolved Staff Comments.




Not applicable.




Item
2.  Properties.




We have
no meaningful properties and assets, and at this time we have no agreements to
acquire any properties or assets.  We intend to attempt to acquire
assets or a business in exchange for our securities when assets or business
desirable for our objectives have been identified.  We maintain our
principal executive offices at 435 Devon Park Drive, Building 700, Wayne,
Pennsylvania 19087 on a rent-free basis.  We consider our current
office space, combined with other office space otherwise available to our
executive officers, adequate for our current operations.




Item
3. Legal Proceedings.




We are
not presently a party to any pending legal proceeding.




Item
4. Submission of Matters to a Vote of Security Holders.




There
were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2008.






PART
II




Item
5.  Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.




Our
units, common stock and warrants are each quoted on the OTC Bulletin Board under
the symbols ASCQU, ASCQ, and ASCQW, respectively.  The following table
sets forth the high and low closing bid quotations for the calendar quarters
indicated for the past two years.  The over-the-counter market
quotations reported below reflect inter-dealer prices, without markup, markdown
or commissions and may not represent actual transactions.  All
per-share price figures for our Common Stock take into account a recent
one-for-ten reverse stock split.






10







Units
                          
                          
                          Common Stock
                          
                          
                          Warrants2007
                          
                          High
                          
                          
                          Low
                          
                          
                          High
                          
                          
                          Low
                          
                          
                          High
                          
                          
                          LowFirst
      Quarter
                          
                          $
                          6.65
                          
                          
                          $
                          6.11
                          
                          
                          $
                          55.90
                          
                          
                          $
                          53.50
                          
                          
                          $
                          0.49
                          
                          
                          $
                          0.34Second
      Quarter
                          
                          $
                          6.85
                          
                          
                          $
                          6.60
                          
                          
                          $
                          56.50
                          
                          
                          $
                          55.40
                          
                          
                          $
                          0.59
                          
                          
                          $
                          0.47Third
      Quarter
                          
                          $
                          6.99
                          
                          
                          $
                          6.30
                          
                          
                          $
                          57.00
                          
                          
                          $
                          55.10
                          
                          
                          $
                          0.57
                          
                          
                          $
                          0.39Fourth
      Quarter
                          
                          $
                          6.90
                          
                          
                          $
                          6.50
                          
                          
                          $
                          58.00
                          
                          
                          $
                          55.80
                          
                          
                          $
                          0.61
                          
                          
                          $
                          0.37Units
                          
                          
                          Common Stock
                          
                          
                          Warrants2008
                          
                          High
                          
                          
                          Low
                          
                          
                          High
                          
                          
                          Low
                          
                          
                          High
                          
                          
                          LowFirst
      Quarter
                          
                          $
                          5.93
                          
                          
                          $
                          6.90
                          
                          
                          $
                          58.00
                          
                          
                          $
                          56.30
                          
                          
                          $
                          0.42
                          
                          
                          $
                          0.07Second
      Quarter
                          
                          $
                          5.93
                          
                          
                          $
                          5.80
                          
                          
                          $
                          59.00
                          
                          
                          $
                          57.20
                          
                          
                          $
                          0.18
                          
                          
                          $
                          0.001Third
      Quarter
                          
                          $
                          5.92
                          
                          
                          $
                          0.10
                          
                          
                          $
                          59.60
                          
                          
                          $
                          0.02
                          
                          
                          $
                          0.01
                          
                          
                          $
                          0.001Fourth
      Quarter
                          
                          $
                          1.00
                          
                          
                          $
                          0.10
                          
                          
                          $
                          0.38
                          
                          
                          $
                          0.02
                          
                          
                          $
                          0.01
                          
                          
                          $
                          0.0003Units
                          
                          
                          Common Stock
                          
                          
                          Warrants2009
                          
                          High
                          
                          
                          Low
                          
                          
                          High
                          
                          
                          Low
                          
                          
                          High
                          
                          
                          LowFirst
      Quarter, through 3/27/09
                          
                          $
                          0.10
                          
                          
                          $
                          0.10
                          
                          
                          $
                          0.08
                          
                          
                          $
                          0.016
                          
                          
                          $
                          0.005
                          
                          
                          $
                          0.0001




We have
not paid any cash dividends on the common stock, and we do not intend to pay any
dividends prior to the consummation of a business combination.




As of
March 27, 2009, we had one holder of record of our units, five holders of record
of our common stock and two holders of record of our warrants.




Item
6.  Selected Financial Data.





Not applicable.





Item
7  Management's Discussion and Analysis of Financial Condition and
Results of Operations.




The following discussion should be read
in conjunction with our Financial Statements and related Notes thereto included
elsewhere in this report.




General




We were formed on December 5, 2005 to
serve as a vehicle to effect a merger, capital stock exchange, asset acquisition
or other similar business combination with a currently unidentified operating
business.  The registration statement for our initial public offering
("the Offering") was declared effective May 11, 2006.  On May 17,
2006, we sold 6,000,000 units in the Offering and on May 22, 2006, we sold
900,000 units in the Offering. The total units sold of 6,900,000 includes all of
the 900,000 units subject to the underwriters’ overallotment
option.  Each of our units originally consisted of one share of our
common stock, $.0001 par value per share, and two redeemable common stock
purchase warrants.  Each warrant originally entitled the holder to
purchase from us one share of common stock at an exercise price of $5.00. We
received net proceeds of approximately $37,203,000 from the
Offering.  All activity from December 5, 2005 through May 17, 2006
related to our formation and initial public offering.






On July
31, 2007, we announced that we had signed a definitive agreement to acquire
e.PAK Resources (S) Pte. Ltd. (“ePAK”), a privately held, full-service supplier
of semiconductor transfer and handling products.   On April 28,
2008, we announced that we had abandoned our proposed business combination with
ePAK.  We were required to complete our business combination with ePAK
by May 17, 2008.  Because we did not consummate a qualifying Business
Combination prior to May 17, 2008, the board of directors contemplated
alternatives for preserving value for stockholders.  Ultimately, the
board of directors proposed to amend our certificate of
incorporation:




11




*
            to
      permit the continuance of our company as a corporation beyond the time
      currently specified in our certificate of incorporation without the
      limitations related to the
Offering;




*
            to
      increase the authorized shares of common stock from 30,000,000 shares to
      300,000,000 shares of common stock;
and




*
            to
      effect a one-for-ten reverse stock split of our common stock, in which
      every 10 shares of Common Stock outstanding as of the effective date of
      the amendment will be converted into one share of Common
      Stock.





Our
stockholders approved all of these amendments at a special meeting held on
September 4, 2008.  In addition to these amendments, on September 18,
2008 we distributed the amounts in the Trust Fund established by us at the
consummation of the Offering and into which a certain amount of the net proceeds
of the Offering were deposited (the “Trust Fund”).  The aggregate
amount in the Trust Fund was approximately $41,128,676 or approximately $5.96
per original share of common stock issued in the Offering (“IPO
Shares”).  Only holders of our IPO Shares received proceeds from the
distribution of the Trust Fund, after establishing a reserve for Delaware
franchise taxes expected to be paid in the amount of approximately
$75,000.





As a
result of the preceding, our current primary activity involves seeking a company
or companies that we can acquire or with which we can merge.  We have
not selected any company as an acquisition target or merger partner, and do not
currently intend to limit potential candidates to any particular field or
industry.  However, in the future if we so choose, we could limit
candidates to a particular field or industry.  Our plans are now only
in an early stage.  In our company’s present state, it can be defined
as a "shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.




Current
Activities




Our current primary activity involves
seeking a company or companies that it can acquire or with which it can merge.
We have not selected any company as an acquisition target or merger partner, and
do not currently intend to limit potential candidates to any particular field or
industry.  However, in the future if it so chooses, we could limit
candidates to a particular field or industry. Our plans are now only in an early
stage.




Results
of Operations




Year Ended December 31, 2008
Compared to the Year Ended December 31, 2007




General
and administrative expenses for the year ended December 31, 2008 were $505,415
compared to $1,072,170 for the year ended December 31, 2007, a decrease of
$566,755.  The Company was pursuing acquisition candidates in 2007 and
abandoned its primary acquisition target in May 2008.  As a result,
legal and professional fees were $798,330 in 2007 compared to $325,512 in
2008.  In addition, the Company had an administrative services
agreement to an affiliate of our special advisor, Arthur Spector, of $7,500 per
month.  As a result of the abandonment of the business combination in
2008, the fee arrangement terminated effective March 31, 2008.  This
resulted in fees of $22,500 for the year ended December 31, 2008, compared to
$90,000 for the year ended December 31, 2007.  Other operating
expenses decreased $36,437 in 2008 compared to 2007.






12




With the
abandonment of the proposed business acquisition, the Company was required to
repay the trust fund assets to its public shareholders.  For the year
ended December 31, 2007, the trust fund assets and other interest bearing bank
deposits earned $1,045,904, net of deferred interest of $260,272.  All
interest earned on the trust fund assets from the announcement of the
abandonment of the proposed acquisition to the payout of the trust fund on
September 18, 2008 was deferred, since it had been determined it would be
distributed to public shareholders and not available to the
Company.  Therefore, interest income from the trust fund was only
$335,119, which was net of deferred interest of $211,827 in 2008.  In
2008, the Company entered into loans with its CEO, Don K. Rice, and recorded
$3,274 of interest expense relating to these loans, as well as $146,250 relating
to the beneficial conversion feature on the November loan.




As a
result of negotiation for reduced fees and fees paid directly by our CEO, the
Company recorded a gain on extinguishment of debt of
$892,597.  Professional fees (primarily legal) were reduced by
$795,097 and unpaid administrative services fees of $97,500 were
waived.




Net
income for the year ended December 31, 2008 was $572,777, compared to $6,434 for
the year ended December, 2007, as a result of the items mentioned above and a
$32,700 tax benefit in 2007 relating to the reversal of a timing difference on
state taxes.




Liquidity
and Capital Resources





Currently,
we have only a minimal amount of cash on hand and we have  no form of
committed financing available to us.  At the present, we can finance
only the limited activity related to its seeking a company or companies that we
can acquire or with which it can merge.  We have insufficient capital
with which to make it attractive to prospective merger candidates who may be in
need of immediate funds as an inducement to a possible transaction between them
and us.  We may in the future be required to undertake certain
financing activities to consummate a merger transaction or to continue its
current business activities.  We cannot assure anyone that additional
financing will be available to it when needed or, if available, that it can be
obtained on commercially reasonably terms. If we do not obtain additional
financing if needed, it may not be able to consummate a merger and acquisition
transaction or even stay in business for that matter. Under certain
circumstances, we could be forced to cease its efforts to find a suitable
acquisition target or merger partner.





Off-balance
Sheet Arrangements





Options
and warrants issued in conjunction with our initial public offering are
equity-linked financial instruments and, accordingly, represent off-balance
sheet arrangements.  The options and warrants meet the scope exception
in paragraph 11(a) of FAS 133 and are accordingly not accounted for as
derivatives for purposes of FAS 133, but instead are accounted for as equity in
accordance with EITF 00-19.  See Note 5 to the financial statements
for more information.





Item
7A  Quantitative and Qualitative Disclosures About Market
Risks





Not
applicable.


13





Item
8. Financial Statements and Supplementary Data.





Report
of Independent Registered Public Accounting Firm






To the
Board of Directors and Stockholders


Ascend
Acquisition Corp.


Wayne,
PA




We have
audited the accompanying balance sheet of Ascend Acquisition Corp. (the
“Company”, a corporation in the development stage) as of December 31, 2008,
and the related statements of operations, stockholders' equity, and cash flows
for the year then ended and the period  from December 5, 2005 (inception)
to December 31, 2008.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.  The financial statements
for the period from December 5, 2005 (inception) to December 31, 2007 were
audited by other auditors and our opinion, insofar as it relates to cumulative
amounts included for such prior periods, is based solely on the reports of
such  other auditors.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit and the
report of the other auditors provides a reasonable basis for our
opinion.




In our
opinion, based on our audit and the report of the other auditors, the financial
statements referred to above present fairly, in all material respects, the
financial position of Ascend Acquisition Corp. as of December 31, 2008, and
the results of its operations and its cash flows for the year then ended and the
cumulative period from December 5, 2005 (inception) to December 31, 2008 in
conformity with accounting principles generally accepted in the United
States.




The
accompanying financial statements have been prepared assuming that Ascend
Acquisition Corp. will continue as a going concern.  As discussed in Note 1
to the financial statements, Ascend Acquisition Corp. has a working capital
deficiency, has not generated revenues and has accumulated losses, which raises
substantial doubt about its ability to continue as a going concern. 
Management’s plans regarding those matters also are described in Note 1. The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.






GBH
CPAs, PC





GBH CPAs,
PC


www.gbhcpas.com


Houston,
Texas


March 27,
2009








14





Report
of Independent Registered Public Accounting Firm






To the
Board of Directors and Stockholders


Ascend
Acquisition Corp.




We have
audited the accompanying balance sheet of Ascend Acquisition Corp. (a
corporation in the development stage) as of December 31, 2007, and the
related statements of operations, stockholders' equity, and cash flows for the
year then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit and the report of the other auditors provides a
reasonable basis for our opinion.




In our
opinion, based on our audit and the report of the other auditors, the financial
statements referred to above present fairly, in all material respects, the
financial position of Ascend Acquisition Corp. as of December 31, 2007, and
the results of its operations and its cash flows for the year then ended 
in conformity with accounting principles generally accepted in the United
States.




The
accompanying financial statements have been prepared assuming that Ascend
Acquisition Corp. will continue as a going concern.  As discussed in Note 1
to the financial statements, Ascend Acquisition Corp. may face a mandatory
liquidation by May 17, 2008 if a business combination is not consummated, which
raises substantial doubt about its ability to continue as a going concern. 
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.






/s/
McGladrey & Pullen, LLP




New York,
New York


March 24,
2008, except for the


fourth
paragraph of note 5,


as to
which the date is


September
19, 2008





15




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors
 Ascend Acquisition Corp.
  We have audited, before the effects of the 1 to 10 reverse stock split
described in Note 5, the accompanying statements of operations, stockholders'
equity, and cash flows of Ascend Acquisition Corp. (a corporation in the
development stage) for the year ended December 31, 2006 and the period included
in the cumulative columns from December 5, 2005 (inception) to December 31,
2006.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.
  We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our
opinion.
  In our opinion, the financial statements referred to above, before the
effects of the 1 to 10 reverse stock split described in Note 5 present fairly,
in all material respects, the results of its operations and its cash flows of
Ascend Acquisition Corp. for the year ended December 31, 2006 and the period
included in the cumulative columns from December 5, 2005 (inception) to December
31, 2006 in conformity with accounting principles generally accepted in the
United States.
  The
accompanying financial statements have been prepared assuming that Ascend
Acquisition Corp. will continue as a going concern.  As discussed in Note 1
to the financial statements, Ascend Acquisition Corp. may face a mandatory
liquidation by November 17, 2007 if a business combination is not consummated,
unless certain extension criteria are met, which raises substantial doubt about
its ability to continue as a going concern.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
    /s/
GOLDSTEIN GOLUB KESSLER LLP
 New York, New York
  February 22, 2007
  
  16




ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





BALANCE
SHEETS





December
      31,
                2008
              
              
              December
      31,
                2007ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              2,606
              
              
              $
              10,508Investments
      held in trust
              
              
              -
              
              
              
              40,656,728Prepaid
      expenses
              
              
              1,982
              
              
              
              10,937Deferred
      income taxes
              
              
              -
              
              
              
              29,900Total
      assets
              
              $
              4,588
              
              
              
              40,708,073LIABILITIES
      AND STOCKHOLDERS’ (DEFICIT) EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
              
              $
              5,773
              
              
              $
              680,414Note
      payable to related party
              
              
              195,000
              
              
              
              -Accrued
      interest on note payable to related party
              
              
              1,151
              
              
              
              -Income
      taxes payable
              
              
              -
              
              
              
              29,900Deferred
      interest
              
              
              -
              
              
              
              429,088Deferred
      payment due to underwriter
              
              
              -
              
              
              
              952,200Total
      liabilities
              
              
              201,924
              
              
              
              2,091,602CommitmentsCommon
      stock, subject to possible conversion, 137,931 shares, as
                adjusted
              
              
              -
              
              
              
              7,698,189Stockholders’
      (Deficit) Equity:Preferred
      stock, $.0001 par value, authorized 1,000,000 shares; none
                issued
              
              
              -
              
              
              
              -Common
      stock, $.0001 par value, authorized 300,000,000 and
                30,000,000
      shares, respectively; issuedand outstanding
      856,675
                shares,
      as adjusted  (which includes 137,931 shares subject
      to
                possible
      conversion at December 31, 2007)
              
              
              86
              
              
              
              86Additional
      paid-in capital
              
              
              148,976
              
              
              
              30,530,159Retained
      (deficit) earnings accumulated during development stage
              
              
              (346,398
              )
              
              
              388,037Total
      stockholders’ (deficit) equity
              
              
              (197,336
              )
              
              
              30,918,282Total
      liabilities and stockholders’ (deficit) equity
              
              $
              4,588
              
              
              $
              40,708,073











The
accompanying notes should be read in conjunction with the financial
statements.


17


ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





STATEMENTS
OF OPERATIONS






Year
                                                                                          Ended
                                                                                          December
      31,
                                                                                          2008
                                                                                        
                                                                                        
                                                                                        Year
                                                                                          Ended
                                                                                          December
                                                                                          31,
      2007
                                                                                        
                                                                                        
                                                                                        December
      5, 2005
                                                                                          (Inception)
      to
                                                                                          December
      31,
                                                                                          2008General
      and administrative expenses
                                                                                        
                                                                                        $
                                                                                        505,415
                                                                                        
                                                                                        
                                                                                        $
                                                                                        1,072,170
                                                                                        
                                                                                        
                                                                                        $
                                                                                        1,847,505Operating
      loss
                                                                                        
                                                                                        
                                                                                        (505,415
                                                                                        )
                                                                                        
                                                                                        
                                                                                        (1,072,170
                                                                                        )
                                                                                        
                                                                                        
                                                                                        (1,847,505
                                                                                        )Other
      income (expense):Interest
      income
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,167
                                                                                        
                                                                                        
                                                                                        
                                                                                        12,689Interest
      on trust fund investment
                                                                                        
                                                                                        
                                                                                        335,119
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,041,737
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,052,557Interest
      expense
                                                                                        
                                                                                        
                                                                                        (149,524
                                                                                        )
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        
                                                                                        (149,524
                                                                                        )Gain
      on extinguishment of debt
                                                                                        
                                                                                        
                                                                                        892,597
                                                                                        
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        
                                                                                        892,597Total
      other income (expense)
                                                                                        
                                                                                        
                                                                                        1,078,192
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,045,904
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,808,319Income
      (loss) before income taxes
                                                                                        
                                                                                        
                                                                                        572,777
                                                                                        
                                                                                        
                                                                                        
                                                                                        (26,266
                                                                                        )
                                                                                        
                                                                                        
                                                                                        960,814Income
      tax provision
                                                                                        
                                                                                        
                                                                                        -
                                                                                        
                                                                                        
                                                                                        
                                                                                        32,700
                                                                                        
                                                                                        
                                                                                        
                                                                                        -Net
      income
                                                                                        
                                                                                        $
                                                                                        572,777
                                                                                        
                                                                                        
                                                                                        $
                                                                                        6,434
                                                                                        
                                                                                        
                                                                                        $
                                                                                        960,814Weighted
      average shares of commonstock
      outstandingBasic
                                                                                        
                                                                                        
                                                                                        856,675
                                                                                        
                                                                                        
                                                                                        
                                                                                        856,675
                                                                                        
                                                                                        
                                                                                        
                                                                                        756,762Diluted
                                                                                        
                                                                                        
                                                                                        1,430,990
                                                                                        
                                                                                        
                                                                                        
                                                                                        856,675
                                                                                        
                                                                                        
                                                                                        
                                                                                        943,427Earnings
      per common shareBasic
                                                                                        
                                                                                        $
                                                                                        .67
                                                                                        
                                                                                        
                                                                                        $
                                                                                        .01
                                                                                        
                                                                                        
                                                                                        $
                                                                                        1.27Diluted
                                                                                        
                                                                                        $
                                                                                        .40
                                                                                        
                                                                                        
                                                                                        $
                                                                                        .01
                                                                                        
                                                                                        
                                                                                        $
                                                                                        1.02











The
accompanying notes should be read in conjunction with the financial
statements.




18





ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





STATEMENTS
OF STOCKHOLDERS’ EQUITY





RetainedEarnings(Deficit)AccumulatedAdditional
                                                                  
                                                                  
                                                                  during
      theCommon
      Stock
                                                                  
                                                                  
                                                                  Paid-In
                                                                  
                                                                  
                                                                  DevelopmentShares
                                                                  
                                                                  
                                                                  Amount
                                                                  
                                                                  
                                                                  Capital
                                                                  
                                                                  
                                                                  Stage
                                                                  
                                                                  
                                                                  TotalSale
      of 150,000 shares of common stock to
                                                                    initial
      stockholders on December 5, 2005 at
                                                                    $0.167
      per share
                                                                  
                                                                  
                                                                  150,000
                                                                  
                                                                  
                                                                  $
                                                                  15
                                                                  
                                                                  
                                                                  $
                                                                  24,985
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  25,000Net
      loss for the period December 5, 2005
                                                                    (inception)
      to December 31, 2005
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (1,131
                                                                  )
                                                                  
                                                                  
                                                                  (1,131
                                                                  )Balance,
      December 31, 2005
                                                                  
                                                                  
                                                                  150,000
                                                                  
                                                                  
                                                                  
                                                                  15
                                                                  
                                                                  
                                                                  
                                                                  24,985
                                                                  
                                                                  
                                                                  
                                                                  (1,131
                                                                  )
                                                                  
                                                                  
                                                                  23,869Sale
      of 690,007 units, net of underwriters’
                                                                    discount
      and offering expenses (includes
                                                                    137,931
      shares subject to possible redemption)
                                                                  
                                                                  
                                                                  690,007
                                                                  
                                                                  
                                                                  
                                                                  69
                                                                  
                                                                  
                                                                  
                                                                  37,203,263
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  37,203,332Proceeds
      from issuance of
                                                                    insider
      units
                                                                  
                                                                  
                                                                  16,668
                                                                  
                                                                  
                                                                  
                                                                  2
                                                                  
                                                                  
                                                                  
                                                                  1,000,000
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  1,000,002Proceeds
      subject to possible conversion of
                                                                    137,931
      shares at approximately $55.81 per
                                                                    share
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (7,698,189
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (7,698,189
                                                                  )Proceeds
      from issuance of option
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  100
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  100Net
      income for the year ended December 31,
                                                                    2006
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  382,734
                                                                  
                                                                  
                                                                  
                                                                  382,734Balance,
      December 31, 2006
                                                                  
                                                                  
                                                                  856,675
                                                                  
                                                                  
                                                                  
                                                                  86
                                                                  
                                                                  
                                                                  
                                                                  30,530,159
                                                                  
                                                                  
                                                                  
                                                                  381,603
                                                                  
                                                                  
                                                                  
                                                                  30,911,848Net
      income for the year ended  December
                                                                    31,
      2007
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  - 6,434
                                                                  
                                                                  
                                                                  
                                                                  6,434Balance,
      December 31, 2007
                                                                  
                                                                  
                                                                  856,675
                                                                  
                                                                  
                                                                  
                                                                  86
                                                                  
                                                                  
                                                                  
                                                                  30,530,159
                                                                  
                                                                  
                                                                  
                                                                  388,037
                                                                  
                                                                  
                                                                  
                                                                  30,918,282Net
      income for the year ended  December
                                                                    31,
      2008
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  572,777
                                                                  
                                                                  
                                                                  
                                                                  572,777Return
      of capital to public shareholders
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (30,530,159
                                                                  )
                                                                  
                                                                  
                                                                  (1,307,212
                                                                  )
                                                                  
                                                                  
                                                                  (31,837,371
                                                                  )Beneficial
      conversion feature of note payable
                                                                    to
      related party
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  146,250
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  146,250Shares
      issued by principal shareholder for
                                                                    services
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2,726
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2,726Balance,
      December 31, 2008
                                                                  
                                                                  
                                                                  856,675
                                                                  
                                                                  
                                                                  $
                                                                  86
                                                                  
                                                                  
                                                                  $
                                                                  148,976
                                                                  
                                                                  
                                                                  $
                                                                  (346,398
                                                                  )
                                                                  
                                                                  $
                                                                  (197,336
                                                                  )





The
accompanying notes should be read in conjunction with the financial
statements.


19


ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





STATEMENTS
OF CASH FLOWS


Year
      Ended
                December
      31, 2008
              
              
              Year
      Ended
                December
      31, 2007
              
              
              December
      5, 2005 (Inception) to December 31, 2008Cash
      flows from operating activities:Net
      income
              
              $
              572,777
              
              
              $
              6,434
              
              
              $
              960,814Adjustments
      to reconcile net income to net cash used in
                operating
      activities:Interest
      income on investments held in trust
              
              
              (546,948
              )
              
              
              (1,302,008
              )
              
              
              (2,693,473
              )Amortization
      of debt discount
              
              
              146,250
              
              
              
              -
              
              
              
              146,250Shares
      issued for services
              
              
              2,726
              
              
              
              -
              
              
              
              2,726Change
      in operating assets and liabilities:Decrease
      (increase) in prepaid expenses
              
              
              8,955
              
              
              
              (909
              )
              
              
              (1,982
              )Decrease
      (increase) in deferred tax asset
              
              
              29,900
              
              
              
              (1,800
              )
              
              
              -(Decrease)
      increase in accounts payable and accrued
                expenses
              
              
              (674,641
              )
              
              
              637,829
              
              
              
              5,773Increase
      in accrued interest due to related party
              
              
              1,151
              
              
              
              -
              
              
              
              1,151(Decrease)
      increase in income taxes payable
              
              
              (29,900
              )
              
              
              (12,900
              )
              
              
              -Increase
      in deferred interest
              
              
              211,828
              
              
              
              260,272
              
              
              
              640,916Net
      cash used in operating activities
              
              
              (277,902
              )
              
              
              (413,082
              )
              
              
              (937,825
              )Cash
      flows from investing activities:Purchase
      of treasury bills held in trust
              
              
              -
              
              
              
              -
              
              
              
              (15,485,695
              )Purchase
      of municipal securities held in trust
              
              
              -
              
              
              
              -
              
              
              
              (30,809,507
              )Sale/maturity
      of treasury bills held in trust
              
              
              -
              
              
              
              -
              
              
              
              15,613,788Sale
      of municipal securities held in trust
              
              
              -
              
              
              
              -
              
              
              
              31,176,329Purchase
      of Pennsylvania municipal securities held in trust
              
              
              -
              
              
              
              -
              
              
              
              (39,005,118
              )Redemption
      of Pennsylvania municipal securities held in trust
              
              
              41,203,675
              
              
              
              -
              
              
              
              41,203,675Distribution
      of trust assets to public shareholders
              
              
              (41,128,675
              )
              
              
              -
              
              
              
              (41,128,675
              )Net
      cash provided by (used in) investing activities
              
              
              75,000
              
              
              
              -
              
              
              
              (38,435,203
              )Cash
      flows from financing activities:Gross
      proceeds from initial public offering
              
              
              -
              
              
              
              -
              
              
              
              41,400,000Proceeds
      from note payable to stockholder
              
              
              195,000
              
              
              
              -
              
              
              
              275,000Repayment
      of note payable to stockholder
              
              
              -
              
              
              
              -
              
              
              
              (80,000
              )Proceeds
      from sale of shares of common stock to founding
                stockholders
              
              
              -
              
              
              
              -
              
              
              
              25,000Proceeds
      from issuance of option
              
              
              -
              
              
              
              -
              
              
              
              100Proceeds
      from sale of insider units
              
              
              -
              
              
              
              -
              
              
              
              1,000,002Payment
      of costs of public offering
              
              
              -
              
              
              
              -
              
              
              
              (3,244,468
              )Net
      cash provided by financing activities
              
              
              195,000
              
              
              
              -
              
              
              
              39,375,634Net
      (decrease) increase in cash and cash equivalents
              
              
              (7,902
              )
              
              
              (413,082
              )
              
              
              2,606Cash
      and cash equivalents at beginning of period
              
              
              10,508
              
              
              
              423,590
              
              
              
              -Cash
      and cash equivalents at end of period
              
              $
              2,606
              
              
              $
              10,508
              
              
              $
              2,606Supplemental
      schedule of non-cash financing activity:Deferred
      payment due to underwriter
              
              $
              (952,200
              )
              
              
              -
              
              
              
              -














The
accompanying notes should be read in conjunction with the financial
statements.


20


ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS








1.  Organization
and Business Operations





The
Company was incorporated in Delaware on December 5, 2005 as a blank check
company whose objective was to acquire an operating business.





The
registration statement for the Company’s initial public offering (“the
Offering”) was declared effective May 11, 2006.  The Company
consummated the Offering, including the over-allotment option, on May 17, 2006
and May 22, 2006, respectively, and received total net proceeds of approximately
$37,203,000 (Note 6).  Substantially all of the net proceeds of the
Offering were intended to be generally applied toward consummating a business
combination with an operating business (“Business Combination”).  The
Company was required to complete a Business Combination by May 17,
2008.  On April 28, 2008, the Company announced that it was abandoning
its proposed Business Combination with e.PAK Resources (S) Pte. Ltd.
(“ePAK”).  Accordingly, the Company faced mandatory
liquidation.





On
September 4, 2008, the Company’s shareholders voted to continue the Company’s
existence as a public company without any of the blank check company
restrictions previously applicable to it.  In addition, the
shareholders agreed to a 1 for 10 share reverse split of the common stock of the
Company, and to increase the authorized shares from 30,000,000 to
300,000,000.  The assets of the trust were distributed to the public
shareholders on September 18, 2008.  The current primary activity of
the Company involves seeking a company or companies that it can acquire or with
which it can merge. The Company has not selected any company as an acquisition
target or merger partner, and does not currently intend to limit potential
candidates to any particular field or industry.  However, in the
future if it so chooses, the Company could limit candidates to a particular
field or industry. The Company’s plans are now only in an early
stage.





These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to meet its obligations and continue its operations
for the next fiscal year. Realization value may be substantially different from
carrying values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. As at December 31, 2008, the Company has
a working capital deficiency, has not generated revenues and has accumulated
losses of $346,398 since inception. The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders,
the ability of the Company to obtain necessary debt or equity financing to
continue operations, and the attainment of profitable operations. These factors
raise substantial doubt regarding the Company’s ability to continue as a going
concern.





2.  Summary
of Significant Accounting Policies





Use
of Estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingencies at the date of the financial statements and the reported amounts
of expenses during the reporting period.  Actual amounts could differ
from those estimates.





21


ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS











2.  Summary
of Significant Accounting Policies (continued)





Concentration
of Credit Risk


Financial
instruments that potentially subject the Company to credit risk consist of cash
equivalents and short-term investments.  The Company’s policy is to
place investments with financial institutions evaluated as being creditworthy,
or in short-term money market funds which are exposed to minimal interest rate
and credit risk and in a highly rated United States Treasury
Bills.  At times, the Company has bank balances in excess of federally
insured limits.





Cash
and Cash Equivalents


For
purposes of the statement of cash flows, cash and cash equivalents includes
money market accounts.





Fair
Value of Financial Instruments


The
following methods and assumptions are used to estimate the fair value of each
class of financial instruments for which it is practical to
estimate:





Cash and Cash
Equivalents:  The carrying amount approximates the fair
value.





Investment in Pennsylvania Municipal
Money Market account:  This investment is considered a trading
security.  The investment is carried at market value, which
approximates cost plus accrued interest.





Deferred
Interest


A portion
(19.99%) of the interest earned on the Trust Account was deferred on the balance
sheet in 2007 as it represented interest attributable to the common stock
subject to possible conversion in 2007 (See Note 1).





Income
Taxes


Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets, including tax loss and credit carryforwards, and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in the
deferred tax assets and deferred tax liabilities. The components of the deferred
tax assets and liabilities are individually classified as current and
non-current based on their characteristics. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be
realized.





In
June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an
interpretation of FASB Statement No. 109 (“FIN 48”), which provides
criteria for the recognition, measurement, presentation and disclosure of
uncertain tax positions. A tax benefit from an uncertain position may be
recognized only if it is “more likely than not”


22


ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





2.  Summary
of Significant Accounting Policies (continued)





Income
Taxes


that the
position is sustainable based on its technical merits. The Company adopted FIN
48 on January 1, 2007.  Since the Company is a development stage
company that began operations on December 5, 2005, there have been no audits of
filed tax returns as of this time, however, the Company believes its accruals
are sufficient and it does not expect the total amounts of any uncertain tax
position to significantly increase or decrease within the next
year.  The adoption of FIN 48 did not have a material effect on the
Company’s financial condition, results of operations or liquidity.





Earnings
per Common Share


Basic
earnings per share (“EPS”) are computed by dividing net income applicable to
common stock by the weighted average common shares outstanding during the
period.  Diluted EPS reflects the additional dilution for all
potentially dilutive securities such as stock warrants.





Off-balance
Sheet Arrangements


Options
and warrants issued in conjunction with our initial public offering are
equity-linked financial instruments and, accordingly, represent off-balance
sheet arrangements.  The options and warrants meet the scope exception
in paragraph 11(a) of FAS 133 and are accordingly not accounted for as
derivatives for purposes of FAS 133, but instead are accounted for as equity in
accordance with EITF 00-19.  See Note 5 to the financial statements
for more information.





Stock-based
compensation


The
Company accounts for transactions in which we issue equity instruments to
acquire goods or services from non-employees in accordance with the provisions
of SFAS No. 123 and EITF Issue No. 96–18, Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services.  These transactions are accounted
for based on the fair value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably
measurable.





Debt


The
Company accounts for debt at the face amount of the debt offset by applicable
discounts and recognizes interest expense for accrued interest payable under the
terms of the debt. Principal and interest payments due within one year are
classified as current, whereas principal and interest payments for periods
beyond one year are classified as long term. Beneficial conversion features of
debt are valued and the related amounts recorded as discounts on the
debt.  Discounts are amortized to interest expense using the effective
interest method over the term of the debt.  Any unamortized discount
upon settlement or conversion of debt is recognized immediately as interest
expense.





Recently
Issued Accounting Pronouncements


The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on their results of operations,
financial position or cash flow.











23








ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS








3.  Investments
Held in Trust





Investments
held in trust at December 31, 2007 consist of a Pennsylvania Municipal Money
Market trust obligation of $40,553,795, plus accrued interest of
$102,933.





4.  Earnings
per Share





The
following table sets forth the computation of basic and diluted earnings per
share.  The shares outstanding and the earnings per share have been
adjusted retroactively for the 1 for 10 reverse stock split which occurred on
September 23, 2008:





Year
      Ended December 31, 2008
              
              
              Year
      Ended December 31, 2007
              
              
              December
      5, 2005 (Inception) to December 31, 2008Numerator:  Net
      income, basic
              
              $
              572,777
              
              
              $
              6,434
              
              
              $
              960,814Numerator:  Adjusted  net
      income,
                diluted
              
              $
              573,928
              
              
              $
              6,434
              
              
              $
              961,965Denominator:
      Average common shares
                outstanding
      - basic
              
              
              856,675
              
              
              
              856,675
              
              
              
              756,762Denominator:
      Average common shares
                outstanding
      - basic
              
              
              1,430,990
              
              
              
              856,675
              
              
              
              943,427Basic
      earnings per share
              
              $
              .67
              
              
              $
              .01
              
              
              $
              1
      .27Diluted
      earnings per share
              
              $
              .40
              
              
              $
              .01
              
              
              $
              1
      .02








Diluted
earnings per share includes the effect of the convertible note payable to
related party (Note 6) that may be converted to 4,875,000 common
shares.  The note was issued on November 18, 2008.  Interest
expense related to the note for the year ended December 31, 2008 was $1,151 was
added back to net income for purposes of the calculation of diluted earnings per
share.





In 2008,
no computation for diluted earnings per share was prepared for the Redeemable
Common Stock Purchase Warrants to purchase an aggregate of 1,413,334 shares of
common stock at $50.00 per share and the underwriters’ option to purchase
300,000 Units at an exercise price of $7.50 per Unit, respectively, that were
outstanding because the shares underlying the conversion of the warrants and
units are in excess of the related market value.  In 2007, the shares
underlying the conversion of the warrants were contingently issuable, and
therefore excluded from the computation of diluted earnings per
share.




24




ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





5.  Stockholders’
Equity





The
Offering


On May
17, 2006, the Company sold 6,000,000 units (“Units”) in the Offering and on May
22, 2006, the Company sold an additional 900,000 Units related to the
underwriter’s over-allotment option.  Each Unit consists of one-tenth
share (as adjusted) of the Company’s common stock, $.0001 par value, and two
Redeemable Common Stock Purchase Warrants (“Warrants”).  As adjusted,
ten Warrants entitle the holder to purchase from the Company one share of common
stock at an exercise price of $50.00, expiring May 10,
2010.  The Warrants will be redeemable, at the Company’s option, at a
price of $.01 per Warrant upon 30 days’ notice after the Warrants become
exercisable, only in the event that the last sale price of the common stock is
at least $8.50 per share for any 20 trading days within a 30 trading day period
ending on the third day prior to the date on which notice of redemption is
given.





The
Company agreed to pay EarlyBirdCapital, Inc., the underwriter in the Offering
(“Underwriter”), an underwriting discount of 8% of the gross proceeds of the
Offering and a non-accountable expense allowance of 1% of the gross proceeds of
the Offering.  However, the Underwriter agreed that 2.3% of the
underwriting discount ($952,200) would not be payable unless and until the
Company completes a Business Combination and waived its right to receive such
payment if the Company is unable to complete a Business
Combination.  Since the acquisition of ePAK was abandoned in April
2008, the $952,200 deferred payment due to the underwriter is no longer payable
and was reclassified to additional paid in capital.





In
connection with this Offering, the Company also issued an option (“Option”), for
$100, to the Underwriter topurchase 300,000 Units at
an exercise price of $7.50 per Unit.  The Units issuable upon exercise
of the Option are identical to the Units sold in the Offering.  The
Company has accounted for the fair value of the Option, inclusive of the receipt
of the $100 cash payment, as an expense of the Offering resulting in a charge
directly to stockholders’ equity.  The Companyestimated that, as of the
date of issuance, the fair value of the Option was approximately $711,000 ($2.37
per Unit) using a Black-Scholes option-pricing model.  The fair value
of the Option granted to the Underwriter was estimated using the following
assumptions: (1) expected volatility of 46.56%, (2) risk-free interest rate of
4.31% and (3) expected life of 5 years.  The Option may be exercised
for cash or on a "cashless" basis, at the holder's option, such that the holder
may use the appreciated value of the Option (the difference between the exercise
prices of the Option and the underlying Warrants and the market price of the
Units and underlying securities) to exercise the option without the payment of
any cash.





Common
Stock


On
September 19, 2008, the Company’s Certificate of Incorporation was further
amended to increase the authorized shares of common stock from 30,000,000 to
300,000,000.  In addition, the common shares were adjusted for a
reverse split of 1 common share for each 10 common shares previously
held.  All references in the accompanying financial statements to the
number of shares of stock have been retroactively restated to reflect these
transactions.





The
Company has reserved 6,348,334 and 1,473,334 shares of its authorized but
unissued common stock for possible future issuance in connections with its
Warrants and the Option described above, and its convertible note payable as
described in Note 6.






25





ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





6.  Note
payable to related party





On June
16, 2008, the Company issued a promissory note for $100,000 to Don K. Rice, with
an annual interest rate of 5%.




On
November 12, 2008, the Company issued a convertible promissory note (the “Note”)
to Don K. Rice, with a principal amount of $195,000.  The principal
balance of the Note includes the June 16, 2008 note plus accrued interest and
additional advances made by Mr. Rice.   The Note is due and
payable in full on demand, and bears interest at the rate of 5% per
annum.  At any time prior to the payment in full of the entire balance
of the Notes, Mr. Rice has the option of converting all or any portion of the
unpaid balance of the Note into shares of Ascend common stock at a conversion
price equal to $0.04 per share, subject to adjustment upon certain
events.  The conversion price was based on the recent market price and
near non-liquidity of our common stock, the number of shares that would be
issued and the effect that the sale of such shares would have on the market for
our common stock, and the legal constraints on the sale of such
shares.  Assuming no adjustment to the conversion price, if Mr. Rice
converts the entire principal balance of the Note, he would receive 4,875,000
shares of Ascend common stock.







The
Company evaluated the terms of the Note in accordance with EITF 98-5 and EITF
00-27 and concluded that this Note did not result in a derivative. The
Company evaluated the terms of the Note and concluded that there was a
beneficial conversion feature since the Note was convertible into shares of
common stock at a discount to the market value of the common
stock.  The discount related to the beneficial conversion feature was
valued at $146,250 at inception based on the intrinsic value of the
discount.  The discount was fully amortized at December 31, 2008 due
to the short-term nature of the Note.    For the period this
note was outstanding, $146,250 was charged to interest expense associated with
the amortization of the debt discount.





There was
no cash paid on interest expense in 2007.





7.  Income
taxes





The
provision for income taxes consists of the following:








For
      the periodDecember
      5, 2005(inception)
      toFor
      the year ended December 31,
                                  
                                  December
      31,2008
                                  
                                  
                                  2007
                                  
                                  2008Current
      federal
                                  
                                  $
                                  (221,400
                                  )
                                  
                                  $
                                  1,800
                                  
                                  
                                  $
                                  -Deferred
      federal
                                  
                                  
                                  221,400
                                  
                                  
                                  
                                  (1,800
                                  )
                                  
                                  
                                  -Current
      state
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (32,700
                                  )
                                  
                                  
                                  -Deferred
      state
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -$
                                  -
                                  
                                  
                                  $
                                  (32,700
                                  )
                                  
                                  $
                                  -











26








ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





7.  Income
taxes (continued)





The total
provision for income taxes differs from that amount which would be computed by
applying the U.S. Federal income tax rate to income before provision for income
taxes as follow:

















For the
      periodDecember 5,
      2005(inception)
      toFor the year ended December
      31,
                        
                        
                        December
    31,2008
                        
                        
                        2007
                        
                        
                        2008Statutory
      federal income tax rate
                        
                        
                        34.0
                        %
                        
                        
                        (34.0
                        %)
                        
                        
                        34.0
                        %Permanent
      differences and other
                        
                        
                        (11.1
                        %)
                        
                        
                        -
                        
                        
                        
                        (34.0
                        %)State
      tax effect
                        
                        
                        -
                        
                        
                        
                        (124.5
                        %)
                        
                        
                        -(Decrease)
      increase in valuation
                          allowance
                        
                        
                        (22.9
                        %)
                        
                        
                        34.0
                        %
                        
                        
                        -Effective
      income tax rate
                        
                        
                        -
                        
                        
                        
                        (124.5
                        %)
                        
                        
                        -





The tax
effect of temporary differences that give rise to the net deferred tax asset is
as follows:







December
    31,2008
                          
                          
                          2007Net
      operating loss
                          
                          $
                          274,600
                          
                          
                          $
                          -Expenses
      deferred for income tax purposes
                          
                          
                          -
                          
                          
                          
                          508,900Deferred
      interest
                          
                          
                          -
                          
                          
                          
                          16,000Valuation
      allowance
                          
                          
                          (274,600
                          )
                          
                          
                          (495,000
                          )$
                          -
                          
                          
                          $
                          29,900





No
federal or state income taxes were paid in 2007 or 2008.





8. 
Commitments





The
Company presently occupies office space provided by an affiliate of the
Company’s special advisor.  Such affiliate has agreed that, until the
Company consummates a Business Combination or liquidates, it will make such
office space, as well as certain office and secretarial services, available to
the Company, as may be required by the Company from time to time.  The
Company agreed to pay such affiliate $7,500 per month for such services
commencing May 11, 2006.  However, as a result of the failure to
achieve a business combination, $97,500 of unpaid amounts due under this
agreement were waived in 2008 and credited to the income statement.


27


ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





9.  Abandoned
Business Combination





On April
28, 2008, the Company announced that it had abandoned its proposed Business
Combination with e.PAK Resources (S) Pte. Ltd. (“ePAK”).  The Company
was required to complete its Business Combination with ePAK by May 17,
2008.  Because the Company did not consummate a qualifying Business
Combination prior to May 17, 2008, the board of directors began contemplating
alternatives for preserving value for stockholders.





As a
result of the preceding, the Company’s board of directors determined it would be
in the best interests of the Company’s stockholders to distribute all amounts in
the Trust Fund established by the Company at the consummation of its IPO and
into which a certain amount of the net proceeds of the IPO were deposited (the
“Trust Fund”) to stockholders holding shares of the Company’s common stock (“IPO
Shares”) issued in its initial public offering (“IPO”).  On September
18, 2008, approximately $41 million (approximately $5.96 per original IPO Share)
was distributed from the Trust Fund to shareholders.  Additionally,
approximately $75,000 was transferred to the Company’s operating account for
Delaware franchise taxes.





10.  Gain
on debt extinguishment





During
the second and third quarters of 2008, management negotiated reduced rates with
several vendors due to the abandonment of the business
combination.  Any consideration provided to extinguish the liabilities
was recorded at the fair value of the consideration provided and a gain totaling
approximately $892,000 was recognized for the difference between the recorded
amount of the liability and the fair value of the consideration provided to the
vendor.  As a result, the gain related to all the negotiated waived
and reduced fees expensed in prior periods has been included as “Gain on
extinguishment of debt” under “Other income (expense)” within income from
continuing operations in the accompanying Statement of Operations for the year
ended December 31, 2008.





11.  Subsequent
Event





On February 17, 2009, Don K Rice, an
officer and a director of the Company, advanced an additional $15,000 to the
Company in order for it to meet its operating expenses.






28




Item 9. Changes In and Disagreements
with Accountants on Accounting and Financial Disclosure.





McGladrey
& Pullen, LLP (“M&P”) served as our independent registered public
accounting firm to audit our financial statements for the fiscal year ended
December 31, 2007.  In October 2008 we dismissed M&P as our
independent registered public accounting firm, and we engaged Malone &
Bailey, PC (“M&B”).  Then in January 2009, because our audit
partner at M&B resigned from M&B and accepted a position at GBH CPAs, PC
("GBH"), we engaged GBH as our independent registered public accounting firm to
audit our financial statements for the fiscal year ended December 31,
2008.





Item
9A. Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





We
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2008. The evaluation was
conducted under the supervision and with the participation of management,
including our chief executive officer. Disclosure controls and procedures mean
our controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms. Disclosure controls
and procedures are also designed to provide reasonable assurance that such
information is accumulated and communicated to our management, including the
chief executive officer, as appropriate to allow timely decisions regarding
required disclosure. Our quarterly evaluation of disclosure controls and
procedures includes an evaluation of some components of our internal control
over financial reporting, and internal control over financial reporting is also
separately evaluated on an annual basis for purposes of providing the management
report that is set forth below.





The
evaluation of our disclosure controls and procedures included a review of their
objectives and design, our implementation of the controls, and the effect of the
controls on the information generated for use in this Form 10-K. In the course
of the controls evaluation, we sought to identify any past instances of data
errors, control problems or acts of fraud and sought to confirm that appropriate
corrective actions, including process improvements, were being undertaken. This
evaluation is performed on a quarterly basis so that the conclusions of
management, including the chief executive officer, concerning the effectiveness
of our disclosure controls and procedures can be reported in our periodic
reports.





Our chief
executive officer has concluded, based on the evaluation of the effectiveness of
the disclosure controls and procedures by our management, that as of December
31, 2008, our disclosure controls and procedures were not effective due to the
material weaknesses described in Management's Report on Internal Control over
Financial Reporting below.





Management's
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act. Internal control over financial reporting is a process
designed by, or under the supervision of, our principal executive and principal
financial officers, or persons performing similar functions, and effected by our
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that:





29








·
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect transactions and dispositions of
  assets;





·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures are being made
      only in accordance with authorizations of management and the board of
      directors; and





·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of assets that could have a
      material effect on the financial
statements.





Because
of their inherent limitations, any system of internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.





Our
management, including the chief executive officer, evaluated the effectiveness
of our internal control over financial reporting as of December 31, 2008, based
on the framework defined in Internal Control – Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).





Management's
assessment of the control environment included all significant locations and
subsidiaries.





Material
Weaknesses





Based on
our evaluation under COSO, management concluded that our internal control over
financial reporting was not effective as of December 31, 2008, due to control
deficiencies in three areas that we believe should be considered material
weaknesses. A material weakness is defined within the Public Company Accounting
Oversight Board's Auditing Standard No. 5 as a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company's annual or
interim financial statements will not be prevented or detected on a timely
basis.





1)
            The
      company did not sufficiently segregate duties over incompatible functions
      at the corporate headquarters.





The
company's inability to sufficiently segregate duties is due to a small number of
personnel at the corporate headquarters, which management expects to remedy when
the acquisition of an operating company is completed.





2)
            In
      conjunction with the lack of segregation of duties, the company did not
      institute specific anti-fraud
controls.








30








While
management found no evidence of fraudulent activity, certain individuals have
access to both accounting records and corporate assets, principally the
operating bank account. Management believes this exposure to fraudulent activity
is not material either to the operations of the company or to the financial
reporting; however, management has instituted Key Controls specifically designed
to prevent and detect-on a timely basis-any potential loss due to fraudulent
activity.





3)
            The
      company did not institute, as of December 31, 2008, a whistle-blower
      policy and procedure as required by Section 301 of the Sarbanes-Oxley
      Act.





Management
will draft a whistle-blower policy in conjunction with expanded governance
policies and will compile specific procedures for management and directors to
independently investigate and resolve any issues or concerns raised when the
acquisition of an operating company has been completed.





Limitations
on Effectiveness of Controls and Procedures





Our
management, including our chief executive officer, does not expect that our
disclosure controls and procedures or our internal controls will prevent all
error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include,
but are not limited to, the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.





Changes
in Internal Control over Financial Reporting





There
have not been any changes in the Company's internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, during its fourth fiscal quarter that have materially affected, or
are reasonably likely to materially affect its internal control over financial
reporting.








Item
9B. Other Information.





Not applicable.


31





PART
III





Item
10. Directors, Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act.





Directors
and Executive Officers




Our
current directors and executive officers are as follows:









Name
              Age
              
              PositionDon
      K. Rice
              60
              
              Chairman
      of the Board, Chief Executive
                Officer,
      President and TreasurerStephen
      L. Brown
              70
              
              DirectorRussell
      C. Ball III
              42
              
              Director




Don
K.  Rice has been our chairman of the board, chief executive
officer, president and treasurer since our inception.  Mr. Rice is a
managing partner of Capital Point Partners, a mezzanine finance company. Mr.
Rice was a co-founder and has been a managing partner of RSTW Partners since
1989.  RSTW Partners is a privately held firm that, through limited
partnerships, invests primarily in the subordinated debt of middle market
companies located throughout the United States.  Prior to forming RSTW
Partners, from 1986 to December 1988, Mr. Rice was affiliated with First Texas
Merchant Banking Group, a firm that specialized in providing subordinated debt
financing, and was its vice president from 1986 to 1988 and president and chief
executive officer from May 1988 to December 1988.  He was also vice
president of PruCapital, Inc., an investment subsidiary of The Prudential
Insurance Company of America, from March 1984 to April
1986.  Mr. Rice has served as a member of the board of directors
of NationsHealth, Inc. since its inception in August 2003. Mr. Rice currently
serves as a member of the board of directors of Mrs. Fields Famous Brands, a
producer of consumer snack food.  Mr. Rice has served or is
currently serving on a number of RSTW Partners portfolio companies’ boards of
directors. Mr. Rice has served on the board of the Association for
Corporate Growth (Houston Chapter) and the Houston Venture Capital Board. Mr.
Rice received a B.B.A. and M.B.A. from the University of Texas.




Stephen L. Brownhas been a member of our board of directors since our inception. Since
October 2004, Mr. Brown has served as chairman of the board of Brimco LLC, a
private investment firm.  From October 1986 to October 2004, Mr. Brown
served as chairman of the board and chief executive officer of The Franklin
Capital Corp. (now Patient Safety Technologies, Inc.), an American Stock
Exchange listed investment company.  From January 1983 to June 1997,
Mr. Brown was also the founder and chairman of the board of S.L. Brown &
Company, Inc., a private equity firm.  Mr. Brown is a member of the
board of directors of Copley Financial Services Corp., a mutual fund
specializing in the energy sector and Cashbox plc, an independent automated
teller machine (ATM) deployer listed on the Alternative Investment Market (AIM)
of the London Stock Exchange.  In addition, Mr. Brown is an active
board member and trustee of The Peddie School.  Mr. Brown received a
B.A. from Brown University and a J.D. from the New York University School of
Law.




Russell C. Ball
III has been a member of our board of directors since our
inception.  Mr. Ball has served as the chief executive officer of Wind
River Holdings, L.P. (formerly the AMC Group, L.P.), a private investment
company that acquires and grows businesses in partnership with management, since
May 1993.  These companies include Philadelphia Mixing Solutions
(agitators for the water treatment and chemical industries); Philadelphia Gear
Corporation (high performance gears and gear drives); Samson Rope Technologies
(high performance cordage); United National Group (specialty and surplus line
insurance); Goddard Systems, Inc. (franchised child care centers), and AMC
Delancey (real estate).  Previous to his current position, Mr. Ball
was involved in the growth and divestiture of a variety of manufacturing
businesses.   He currently sits on the Board of Governors of
Merion Golf Club and serves on the Membership Committee.  He is also a
member of the Board of Trustees of The Haverford School, where he heads the
Development Committee and serves on the Trusteeship Committee.  Mr.
Ball received a B.A. from Harvard University and an M.B.A. from Pennsylvania
State University.






32




Our board
of directors is divided into three classes with only one class of directors
being elected in each year and each class serving a three-year
term.  The term of office of the first class of directors, consisting
of Russell C. Ball III, will expire at our first annual meeting of
stockholders.  The term of office of the second class of directors,
consisting of Stephen L. Brown, will expire at the second annual
meeting.  The term of the third class of directors, consisting of Don
K. Rice, will expire at the third annual meeting.




Special
advisor




Arthur
Spector has served as our special advisor since our
inception.  Mr. Spector has served as chairman of the board of
NationsHealth, Inc. since its inception in August 2003 and served as its chief
executive officer and president from August 2003 until August
2004.  From March 1995 to October 2002, Mr. Spector served as chairman
of the board of Neoware Systems, Inc. (“Neoware Systems”), a manufacturer of
sophisticated computer appliances and related software, and he also served as
its president and chief executive officer from May 1996 until June
1997.  Neoware Systems was originally known as Information Systems
Acquisition Corp., a blank check company with an objective to acquire an
operating business in the information systems industry. Information Systems
Acquisition Corp. was formed in 1992 and from its inception until it merged with
Human Designed Systems, Inc. in March 1995, Mr. Spector was its chairman of the
board, president and chief executive officer. In this role, Mr. Spector directed
the completion of a public offering that raised gross proceeds of approximately
$13.8 million. Mr. Spector has served as a director of Docucorp International,
Inc., a public document automation company, since May 1997. Mr. Spector is
Deputy Chairman of the Management Board of AMG Advanced Metallurgical Group,
N.V. a leading global specialty metals company offering highly-engineered
metallurgical products and vacuum furnace systems to a wide range of industries.
From 1998 to 2002, Mr. Spector served as a director of USDATA Corporation, a
global supplier of component-based production software. Mr. Spector received a
B.S. from the Wharton School of Finance at the University of Pennsylvania and a
J.D. from The University of Pennsylvania Law School.






In
addition to Mr. Spector’s experience described above, he has had significant
experience in mergers and acquisitions and managing private equity
funds.  Since January 1997, he has served as managing director of the
general partner and of the management company of Safeguard International Fund,
L.P., a private equity fund investing primarily in controlling positions in
industrial companies in North America and Europe.  From 1995 to 1996,
Mr. Spector served as director of acquisitions of Safeguard Scientifics, Inc., a
public company that owns controlling interests in and operates numerous private
companies.  From 1997 to 1998, Mr. Spector served as a managing
director of TL Ventures LLC, whose present successor is TL Ventures L.P., a fund
management company organized to manage the day-to-day operations of several of
the TL Ventures funds which invest in companies in the internet, software,
information technology, communications and life sciences
industries.




33




Code
of Ethics




In May
2006, our board of directors adopted a code of ethics that applies to our
directors, officers and employees.  Requests for copies of our code of
ethics should be sent in writing to Ascend Acquisition Corp., 435 Devon Park
Drive, Building 700, Wayne, Pennsylvania 19087.




Compliance
with Section 16(a) of the Exchange Act




Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors, executive officers and persons who are the beneficial owners of more
than ten percent of our common stock (collectively, the "Reporting Persons") to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and to furnish us with copies of these reports.




Based
solely on copies of such forms received or written representations from certain
Reporting Persons that no Form 5s were required for those persons, we believe
that, during the fiscal year ended December 31, 2008, all filing requirements
applicable to the Reporting Persons were complied with.




Corporate
Governance




We
currently do not have audit, nominating or compensation committees as we are not
a listed issuer and are not required to have such committees.




Item
11. Executive Compensation.




Since our
formation, no executive officer has received any cash compensation for services
rendered to us, and we have not granted any stock options or stock appreciation
rights or any awards under long-term incentive plans.




Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.




As of
March 27, 2009, 856,675 shares of our common stock were issued and outstanding.
The table set forth below contains information regarding the beneficial
ownership of our common stock as of March 27, 2009, by:




·
            each
      person known by us to be the owner of more than 5% of our outstanding
      shares of common stock;




·
            each
      of our executive officers and directors;
and




·
            all
      our executive officers and directors as a
group.




Beneficial
ownership reflected in the table has been determined in accordance with
applicable SEC rules, under which a person is deemed to be the beneficial owner
of securities if such person has or shares voting power or investment power with
respect to such securities or has the right to acquire ownership within 60
days.  Because such person is deemed to own all shares that such
person has the right to acquire beneficial ownership within 60 days and all such
shares are deemed to be outstanding for purposes of computing such person’s
percentage beneficial ownership, the percentages reflected in the table sum to
more than 100%.  Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them.






34




Amountand
      Nature
            
            
            Percentageof
      Beneficial
            
            
            of
      OutstandingName and of Beneficial
      Owner(1)
            
            Ownership
            
            
            Common
    stockDon
      K. Rice
            
            
            4,997,229
            (2)
            
            
            87.2
            %Russell
      C. Ball III (3)
            
            
            10,286
            
            
            
            1.2
            %Stephen
      L. Brown (4)
            
            
            10,286
            
            
            
            1.2
            %BNP
      Paribas Arbitrage SNC (5)
            
            
            58,500
            
            
            
            6.8
            %David
      M. Knott (6)
            
            
            45,151
            (7)
            
            
            5.3
            %Weiss
      Asset Management 8)
            
            
            92,745
            
            
            
            10.8
            %Satellite
      Asset Management, L.P. (9)
            
            
            49,653
            
            
            
            5.8
            %Alan
      Gelband (10)
            
            
            66,345
            
            
            
            7.7
            %All
      directors and executive officers as a group (three individuals)
      (11)
            
            
            5,017,801
            (2)
            
            
            87.5
            %





(1)
              Unless
      otherwise indicated, the business address of each of the individuals is
      435 Devon Park Drive, Building 700, Wayne,
      Pennsylvania 19087.


(2)
              Includes
      122,229 shares owned outright and 4,875,000 shares that may be acquired
      pursuant to the conversion of a convertible promissory note that is
      currently convertible.  Does not include warrants to purchase
      95,333 shares, which warrants are not exercisable and will not become
      exercisable within 60 days.


(3)
              Mr.
      Ball’s business address is Wind River Holdings, L.O. 555 Croton Road, King
      of Prussia,
Pennsylvania 19406.


(4)
                Mr.
      Brown’s business address is Brimco LLC, 750 Lexington Avenue, New York,
      New York 10022.(5)
                The
      business address of BNP Paribas Arbitrage SNC is 787 Seventh Ave., New
      York, NY 10019.  Fred Hoevenaar is the Managing Director,
      Compliance of BNP Paribas Arbitrage SNC.  The information
      contained in this line of the table and this footnote is derived from a
      Schedule 13G filed with the SEC on May 22, 2008.(6)
                The
      business address of David M. Knott is Dorset Management Company, 485
      Underhill Blvd., Suite 205, Syosset, New
  York 11791.(7)
                Represents
      shares held by Mr. Knott and Dorset Management Company.  The
      information contained in this line of the table and this footnote is
      derived from a Schedule 13G filed with the SEC on February 14, 2007 and an
      amendment to a Schedule 13G filed with the SEC on February 13,
      2009.(8)
                Represents
      shares owned by Weiss Asset Management, LLC Weiss Capital, LLC, and Andrew
      M. Weiss, Ph.D.  The information contained in this line of the
      table and this footnote is derived from an amendment to a Schedule 13G
      filed with the SEC on May 20, 2008.(9)
                Represents
      shares held by certain funds and accounts over which Satellite Asset
      Management L.P. has discretionary investment trading
      authority.  The general partner of Satellite Asset Management
      L.P. is Satellite Fund Management, LLC.  The business address of
      Satellite Asset Management L.P. is 623 Fifth Avenue, 19th Floor, New York,
      NY 10022.  The general partner of the two Satellite Asset
      Management entities is Satellite Fund Management. Satellite Fund
      Management's Executive Committee makes investment decisions on behalf of
      the two Satellite Asset Management entities and investment decisions made
      by such Executive Committee, when necessary, are made through approval of
      a majority of the Executive Committee members.  Simon Raykher is
      the General Counsel of Satellite Asset Management.  The
      information contained in this line of the table and this footnote is
      derived from an amendment to a Schedule 13G filed with the SEC on February
      13, 2009.(10)
                The
      business address of Alan Gelband is 750 Third Avenue, 21st Floor, New
      York, NY 10017.  The information contained in this line of
      the table and this footnote is derived from a Schedule 13G filed with the
      SEC on October 6, 2008.(11)
                Includes
      Messrs. Rice, Ball and
Brown.

























35


Mr. Rice is our “promoter” as that term
is defined under the Federal securities laws.






Item
13.  Certain Relationships and Related Transactions, and Director
Independence.






On
November 12, 2008, we executed a convertible promissory note (the “Note”) in
favor of Don K. Rice, a Company officer and director, representing the original
principal amount of $195,000.  The Note represents amounts heretofore
owed by us to Mr. Rice (including an approximately $25,000 advance made on or
about November 18, 2008), as well as interest that has accrued with respect to
such amounts.   The Note is due and payable in full on demand,
and bears interest at the rate of five percent (5.0%) per annum.  At
any time prior to the payment in full of the entire balance of the Notes, Mr.
Rice has the option of converting all or any portion of the unpaid balance of
the Note into shares of our common stock at a conversion price equal to $0.04
per share, subject to adjustment upon certain events.  The conversion
price was based on the recent market price and near non-liquidity of our common
stock, the number of shares that would be issued and the effect that the sale of
such shares would have on the market for our common stock, and the legal
constraints on the sale of such shares.  Assuming no adjustment to the
conversion price, if Mr. Rice converts the entire principal balance of the Note,
he would receive 4,875,000 shares of our common stock.




On
February 17, 2009, Don K Rice, an officer and a director of the Company,
advanced an additional $15,000 to the Company in order for it to meet its
operating expenses.




Other
than some minimal monthly administrative fees and reimbursable out-of-pocket
expenses payable to our officers and directors, no compensation or fees of any
kind, including finder’s fees, consulting fees or other similar compensation,
will be paid to any of our existing stockholders, officers or directors who
owned our common stock prior to this offering, or to any of their respective
affiliates, prior to or with respect to the business combination.




All
ongoing and future transactions between us and any of our officers and directors
or their respective affiliates, including loans by our officers and directors,
will be on terms believed by us to be no less favorable to us than are available
from unaffiliated third parties. Such transactions or loans, including any
forgiveness of loans, will require prior approval by a majority of our
uninterested “independent” directors (to the extent we have any) or the members
of our board who do not have an interest in the transaction, in either case who
had access, at our expense, to our attorneys or independent legal
counsel.  We will not enter into any such transaction unless our
disinterested "independent" directors (or, if there are no "independent"
directors, our disinterested directors) determine that the terms of such
transaction are no less favorable to us than those that would be available to us
with respect to such a transaction from unaffiliated third parties.




Related
party policy





Our Code
of Ethics requires us to avoid, wherever possible, all related party
transactions that could result in actual or potential conflicts of interest,
except under guidelines approved by the board of directors (or the audit
committee). Related-party transactions are defined as transactions in which (1)
the aggregate amount involved will or may be expected to exceed $120,000 in any
calendar year, (2) we or any of our subsidiaries is a participant, and (3) any
(a) executive officer, director or nominee for election as a director, (b)
greater than 5 percent beneficial owner of our common stock, or (c) immediate
family member, of the persons referred to in clauses (a) and (b), has or will
have a direct or indirect material interest (other than solely as a result of
being a director or a less than 10 percent beneficial owner of another entity).
A conflict of interest situation can arise when a person takes actions or has
interests that may make it difficult to perform his or her work objectively and
effectively. Conflicts of interest may also arise if a person, or a member of
his or her family, receives improper personal benefits as a result of his or her
position. While we have agreed not to consummate a business combination with an
entity that is affiliated with any of our officers, directors or founders, we
are not prohibited from entering into other related-party
transactions.






36




Our board
of directors is responsible for reviewing and approving related-party
transactions to the extent we enter into such transactions. The board of
directors will consider all relevant factors when determining whether to approve
a related party transaction, including whether the related party transaction is
on terms no less favorable than terms generally available to an unaffiliated
third-party under the same or similar circumstances and the extent of the
related party’s interest in the transaction. No director may participate in the
approval of any transaction in which he is a related party, but that director is
required to provide the other members of the board of directors with all
material information concerning the transaction. Additionally, we require each
of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions. These
procedures are intended to determine whether any such related party transaction
impairs the independence of a director or presents a conflict of interest on the
part of a director, employee or officer.




Independence
of Directors




Nasdaq
rules require that a board of directors be comprised of a majority of
independent directors. We adhere to the rules of Nasdaq in determining whether a
director is independent. Our board of directors also will consult with counsel
to ensure that the board’s determinations are consistent with those rules and
all relevant securities and other laws and regulations regarding the
independence of directors. Nasdaq listing standards define an “independent
director” generally as a person, other than an officer of a company, who does
not have a relationship with the company that would interfere with the
director’s exercise of independent judgment.  We have determined that
currently only Russell C. Ball would be considered “independent” in
accordance with Nasdaq rules.




Item
14.  Principal Accountant Fees and Services.




On
December 31, 2007, we were notified that certain partners of Goldstein
Golub Kessler LLP ("GGK") became partners of McGladrey & Pullen, LLP
("M&P") in a limited asset purchase agreement and as a result, GGK
resigned as our undependent public accounting firm.  We then
engaged  M&P as our independent registered public accounting firm
to audit our financial statements for the fiscal year ended December 31,
2007.  In October 2008 we dismissed M&P as our independent
registered public accounting firm, and we engaged Malone & Bailey, PC
(“M&B”).  Then in January 2009, because our audit partner at
M&B resigned from M&B and accepted a position at GBH CPAs, PC ("GBH"),
we engaged GBH as our independent registered public accounting firm to audit our
financial statements for the fiscal year ended December 31, 2008. The fees set
forth below with respect to 2007 and the first two quarters of 2008 were paid to
M&P/GGK, and the fees set forth below with respect to the third quarter of
2008 were paid to M&B.  We will not pay GBH until 2009 for
services rendered on the 2008 audit.





Audit
Fees





During
2007, GGK charged $17,607 for work performed in connection with our Form 10-QSB
filings for the quarters ended March 31, 2007, June 30, 2007 and September 30,
2007.  We were charged $25,000 by M&P in connection with the audit
of our December 31, 2007 financial statements.




37




We expect
to be billed $5,000 by GBH in connection with the audit of the December 31, 2008
financial statements.





GGK
provided services with respect to the registration statement filed with the SEC
in 2007 and billed Ascend $20,310 for services performed through December 31,
2007 in connection with these services.  M&P charged us $2,000
relating to the 10-KSB amendment filed April 14, 2008.





Audit–Related
Fees





We
paid GGK $1,578 in additional fees for the fiscal year ended December 31,
2007 for assurance and related services reasonably related to the performance of
the audit or review of our financial statements.





Tax
Fees





We did
not pay our principal accountants any fees during the years ended December 31,
2007 and December 31, 2008 for professional services rendered for tax
compliance, tax advice and tax planning.





All
Other Fees





Not
Applicable.




Audit
Committee Approval




We
currently do not have an audit committee.  However, our board of
directors has approved the services described above.






PART
IV




Item
15. Exhibits, Financial Statement Schedules.







(a) The
following Exhibits are filed as part of this report.












Exhibit
      No.
              Description3.1
              Second Amended and Restated Certificate of
      Incorporation.  -  Filed
  herewith3.2
              By-laws.
      (1)4.1
              Specimen
      Unit Certificate. (1)4.2
              Specimen
      Common Stock Certificate. (1)4.3
              Specimen
      Warrant Certificate. (1)4.4
              Form
      of Unit Purchase Option. (2)4.5
              Form
      of Warrant Agreement between Continental Stock Transfer & Trust
      Company and the Registrant. (1)   38
 4.6
              Warrant
      Clarification Agreement, dated December 31, 2006, between the Registrant
      and Continental Stock Transfer & Trust Company.
(2)10.1
              Form
      of Registration Rights Agreement among the Registrant and the Initial
      Stockholders. (1)10.2
              Convertible
      Promissory Note dated November 18, 2008 in the original principal amount
      of $195,000 executed by the Company in favor of Don K. Rice.
      (3)31
              Certification of Chairman, Chief Executive Officer
      and President pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32
              Certification of Chief Executive Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002.










(1)
            Incorporated
      by reference to the Registrant’s Registration Statement on Form S-1 or
      amendments thereto (SEC File No.
333-131529).


(2)
            Incorporated
      by reference to the Registrant’s Current Report on Form 8-K dated December
      31, 2006 and filed with the SEC on January 3,
  2007.


(3)
            Incorporated
      by reference to the Registrant’s Current Report on Form 8-K dated November
      12, 2008 and filed with the SEC on November 18,
  2008.











39








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.








ASCEND
      ACQUISITION CORP.By:/s/ Don K.
      RiceDon
      K. RiceChairman
      of the Board, Chief Executive Officer,
                          President
      and TreasurerDate:   March
      31,
2009







In
accordance with the Exchange Act, this report had been signed below by the
following persons on behalf of the registrant in the capacities and on the dates
indicated.







/s/
      Don K. RiceDon
      K. RiceChairman
      of the Board, Chief Executive Officer,
                          President
      and Treasurer (Principal executive and
                          financial
      and accounting officer)Date:   March
      31, 2009





/s/
      Stephen L. BrownStephen
      L. BrownDirectorDate:   March
      31, 2009





/s/
      Russell C. Ball IIIRussell
      C. Ball IIIDirectorDate:   March
      31, 2009







40