UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB


(MARK
ONE)





x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934





For
the fiscal year ended December 31, 2007








o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      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. 400, Wayne, PA
            19087(Address
      of principal executive offices)
            (Zip
      Code)





Issuer’s
telephone number:  (610) 293-2512





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





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





Units consisting of one
share of Common Stock,


par value $.0001 per share,
and two Warrants





Common Stock, par value
$.0001 per share





Warrants to purchase shares
of Common Stock


(Title of
Class)











Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and  (2) has
been subject to such filing requirements for the past 90 days.  Yes
x   No
o









Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will 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-KSB or any amendment to this Form
10-KSB.   x





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





State
issuer’s revenues for its most recent fiscal year:  None





State the
aggregate market value of voting and non-voting common equity held by
non-affiliates of registrant based upon the average bid and asked sale price on
March 24, 2008: $39,468,000





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:    8,566,667 as of March
24, 2008





DOCUMENTS
INCORPORATED BY REFERENCE





None.





Transitional
Small Business Disclosure Format (Check one):   YesoNox










CAUTIONARY
STATEMENT FOR FORWARD-LOOKING STATEMENTS





This
Annual Report on Form 10-KSB 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-KSB and in our other Securities
and Exchange Commission filings.





PART
I


Item
1.  Description of Business.




Introduction




We are a
blank check company formed to serve as a vehicle for the acquisition of an
operating business. We were incorporated in Delaware on December 5,
2005.  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 consists of one share of our common stock,
$.0001 par value per share, and two redeemable common stock purchase
warrants.  Each warrant entitles 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.




Don K.
Rice, our chairman of the board, chief executive officer, president and
treasurer, purchased 166,667 Units at $6.00 per unit (for an aggregate purchase
price of $1,000,002) from us simultaneously with the consummation of the
Offering.  The “insider units” are identical to the Offering units;
however, Mr. Rice has waived his right to receive distributions upon our
liquidation prior to a business combination with respect to the securities
underlying the insider units.  Additionally, he has agreed that the
insider units and underlying securities will not be sold or transferred by him
until after we have completed a business combination.




Our
management has broad discretion with respect to the specific application of the
net proceeds of the Offering.  $38,510,202, which includes $1,000,002
relating to the sale of insider units and $952,200 deferred payment due to the
underwriter in the Offering, of these net proceeds has been placed in a trust
account and invested in United States “government securities” within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of 180
days or less, or in registered money market funds operating in compliance with
Rule 2a-7 promulgated under the Investment Company Act of 1940.  The
funds held in the trust account will not be released until the earlier of the
date on which we consummate a business combination or liquidate our
assets.




We are
not presently engaged in, and we will not engage in, any substantive commercial
business until we consummate a business combination.  We intend to
utilize cash derived from the proceeds of the Offering, our capital stock, debt
or a combination of these in effecting a business
combination.  Although substantially all of the net proceeds of the
Offering are intended to be applied generally toward effecting a business
combination, the proceeds are not otherwise being designated for any more
specific purposes.









Recent
Developments




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.   ePAK was
established in 1999 by a team of semiconductor industry
veterans.  ePAK’s product areas include IC transport, wafer, and
electronic systems handling.  The company’s products are sold globally
to a blue chip customer list of semiconductor companies, equipment suppliers,
and assembly and test vendors.  The company’s low-cost, large-scale
manufacturing operations in Shenzhen, PRC are centrally located to the
semiconductor industry.  ePAK is based in Austin, TX and maintains
nine sales offices worldwide.




Pursuant
to the agreement, ePAK’s common stockholders and holders of ePAK’s parent
company’s stock options and other rights (collectively, the “ePAK’s
stockholders”) will receive shares and options exercisable into shares
aggregating approximately 8.6 million shares of ePAK International, the
post-transaction public company.




ePAK’s
stockholders will also be entitled to receive, on an all or none basis, an
additional 88,525 shares, for each of the next three fiscal years beginning with
the fiscal year ending December 31, 2008, if the combined company achieves the
following EBITDA targets:





FY Ending December
      31,
            EBITDA
      Target2008
            $14,727,0002009
            $24,268,0002010
            $37,935,000





As
additional consideration, ePAK’s stockholders will be entitled to receive up to
442,625 shares if the last reported sales price on any twenty trading days
during any consecutive thirty day trading period within six months of the
closing of the transaction meets or exceeds the following values:








Share Price
      Trigger
            Number of Market Price
      Shares$6.00
            88,525$6.50
            88,525$7.00
            88,525$7.50
            88,525$8.00
            88,525





In
addition, ePAK stockholders will be entitled to 442,625 shares upon the
redemption of ePAK International’s publicly traded warrants and its
corresponding receipt of funds.





In
connection with the acquisition of ePAK, the domicile of our public company will
be moved from Delaware to Bermuda.  This redomestication will be
accomplished through a merger of Ascend and Ascend Merger Corp., a Delaware
corporation and wholly owned subsidiary of ePAK International Limited, with
Ascend surviving the merger as a wholly owned subsidiary of ePAK
International.  ePAK International is a newly formed Bermuda
company.  In connection with the redomestication, all of Ascend’s
outstanding common stock will be converted into shares of the common stock of
ePAK International on a one-for-one basis.  All of Ascend’s
outstanding warrants will be assumed by ePAK International and their terms will
remain the same, except that they will be exercisable for shares of the common
stock of ePAK International.  After the merger of Ascend and Ascend
Merger Corp., Ascend will liquidate or amalgamate with ePAK International and
all of Ascend’s assets and liabilities will be transferred to ePAK
International.










Following
the closing of the transaction, all of our stockholders and warrant holders and
the shareholders of ePAK will be the securityholders of ePAK
International.  It is expected that ePAK International’s common stock
and warrants will trade on the NASDAQ Global Market.





For a
more complete discussion of our proposed business combination, see the
Preliminary Proxy Statement of ePAK International Ltd. filed with the SEC on
February 1, 2008.





The
closing of the transaction is expected to take place in the second quarter of
2008.  However, as described below, if we do not complete the business
combination by May 17, 2008, we will be forced to dissolve and
liquidate.




Opportunity
for stockholder approval of business combination




We agreed
to submit the ePAK transaction to our stockholders for approval, even if the
nature of the acquisition was such as would not ordinarily require stockholder
approval under applicable state law.  In connection with seeking
stockholder approval of a business combination, we will furnish our stockholders
with proxy solicitation materials prepared in accordance with the Securities
Exchange Act of 1934, as amended, which, among other matters, will include a
description of the operations of the target business and audited historical
financial statements of the business.




In
connection with the vote required for any business combination, all of our
initial officers, directors and stockholders (collectively, our “Founders”) have
agreed to vote their respective initial shares and the shares included within
the insider units (“Founder Shares”) in accordance with the majority of the
shares of common stock voted by the public stockholders.  This voting
arrangement shall not apply to shares included in units purchased in the
Offering or purchased following the Offering in the open market by any of our
initial stockholders, officers and directors.  Accordingly, they may
vote these shares on a proposed business combination any way they choose. We
will proceed with the business combination only if a majority of the shares of
common stock voted by the public stockholders are voted in favor of the business
combination and public stockholders owning less than 20% of the shares sold in
the Offering exercise their conversion rights and vote against the business
combination.




Conversion
rights




At the
time we seek stockholder approval of our business combination with ePAK, we will
offer each public stockholder the right to have such stockholder’s share of
common stock converted to cash if the stockholder votes against the business
combination and the business combination is approved and
completed.  Our initial stockholders will not have such conversion
rights with respect to any shares of common stock owned by them, directly or
indirectly, whether included in their initial shares, included in their insider
units or purchased by them in the Offering or in the aftermarket.  The
actual per-share conversion price will be equal to the amount in the trust
account, inclusive of any interest (calculated as of two business days prior to
the consummation of the proposed business combination), divided by the number of
shares sold in the Offering.  As of December 31, 2007, the per-share
conversion price would have been $5.89.  An eligible stockholder may
request conversion at any time after the mailing to our stockholders of the
proxy statement and prior to the vote taken with respect to the proposed
business combination with ePAK at a meeting held for that purpose, but the
request will not be granted unless the stockholder votes against the business
combination and the business combination is approved and
completed.  Any request for conversion, once made, may be withdrawn at
any time up to the date of the meeting.  It is anticipated that the
funds to be distributed to stockholders entitled to convert their shares who
elect conversion will be distributed promptly after completion of the business
combination.  Public stockholders who convert their stock into their
share of the trust account still have the right to exercise any warrants they
still hold.









We will
not complete any business combination if public stockholders, owning 20% or more
of the shares sold in the Offering, both exercise their conversion rights and
vote against the business combination.




Liquidation
if no business combination




We are
required to complete our business combination with ePAK by May 17,
2008.  Otherwise, our certificate of incorporation requires us to
dissolve and distribute all of our assets.  Accordingly, if the
business combination with ePAK is not consummated by May 17, 2008, we anticipate
that, promptly after such date, the following will occur:






•
            
            our
      board of directors will convene and adopt a specific plan of dissolution
      and liquidation, which it will then vote to recommend to our stockholders;
      at such time we will also cause to be prepared a preliminary proxy
      statement/prospectus setting out such plan of dissolution and liquidation
      as well as the board’s recommendation of such
  plan;




•
            
            we
      will promptly file a preliminary proxy statement/prospectus with the
      Securities and Exchange Commission;





•
            
            if
      the Securities and Exchange Commission does not review the preliminary
      proxy statement/prospectus, then, 10 days following the filing of such
      preliminary proxy statement/prospectus, we will mail the definitive proxy
      statement/prospectus to our stockholders, and 10 to 20 days following the
      mailing of such definitive proxy statement/prospectus, we will convene a
      meeting of our stockholders, at which they will vote on our plan of
      dissolution and liquidation; and




•
            
            if
      the Securities and Exchange Commission does review the preliminary proxy
      statement/prospectus, we currently estimate that we will receive their
      comments 30 days after the filing of such proxy statement/prospectus. We
      would then mail the definite proxy statement/prospectus to our
      stockholders following the conclusion of the comment and review process
      (the length of which we cannot predict with any certainty, and which may
      be substantial) and we will convene a meeting of Ascend’s stockholders at
      which they will vote on our plan of dissolution and
      liquidation.





We expect
that all costs associated with the implementation and completion of our plan of
dissolution and liquidation will be funded by any remaining net assets not held
in the trust account, although we cannot assure you that there will be
sufficient funds for such purpose. If such funds are insufficient, we anticipate
that our management will advance us the funds necessary to complete such
dissolution and liquidation (currently anticipated to be no more than $50,000)
and not seek reimbursements thereof.









Upon
dissolution, we will distribute to all of our public stockholders, in proportion
to their respective equity interests, an aggregate sum equal to the amount in
the trust account, inclusive of any interest, plus any remaining net
assets.  The Founders have waived their rights to participate in any
liquidation distribution with respect to their Founder Shares and their shares
included within the insider units.  There will be no distribution from
the trust account with respect to our warrants which will expire
worthless.  Upon notice from us, the trustee of the trust account will
liquidate the investments constituting the trust account and will turn over the
proceeds to our transfer agent for distribution to our public
stockholders.  We will not liquidate the trust account unless and
until our stockholders approve our plan of dissolution and
liquidation.  Accordingly, the above-referenced procedures may result
in substantial delays in our liquidation and the distribution to our public
stockholders of the funds in our trust account and any remaining net assets as
part of our plan of dissolution and liquidation.




If we
were to expend all of the net proceeds of the Offering, other than the proceeds
deposited in the trust account, and without taking into account interest, if
any, earned on the trust account, the per-share liquidation price as of December
31, 2007 would have been $5.89. The proceeds deposited in the trust account
could, however, become subject to the claims of our creditors, which could have
higher priority than the claims of our public stockholders.  We cannot
assure you that the actual per-share liquidation price will not be less than
$5.89, plus interest, due to claims of creditors.  Don K. Rice has
personally agreed, pursuant to an agreement with us and EarlyBirdCapital that,
if we liquidate prior to the consummation of a business combination, he will be
personally liable to pay debts and obligations to target businesses or vendors
or other entities that are owed money by us for services rendered or contracted
or products sold to us in excess of the net proceeds of the Offering not held in
the trust account.  We cannot assure you, however, that he would be
able to satisfy those obligations.




Under the
Delaware General Corporation Law, stockholders may be held liable for claims by
third parties against a corporation to the extent of distributions received by
them in a dissolution.  If the corporation complies with certain
procedures set forth in Section 280 of the Delaware General Corporation Law
intended to ensure that it makes reasonable provision for all claims against it,
including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before
any liquidating distributions are made to stockholders, any liability of
stockholders with respect to a liquidating distribution is limited to the lesser
of such stockholder’s pro rata share of the claim or the amount distributed to
the stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution.  However, as stated above, it is
our intention to make liquidating distributions to our stockholders as soon as
reasonably possible after dissolution and, therefore, we do not intend to comply
with those procedures.  As such, our stockholders could potentially be
liable for any claims to the extent of distributions received by them in a
dissolution and any liability of our stockholders may extend beyond the third
anniversary of such dissolution.  Because we will not be complying
with Section 280, Section 291(b) of the Delaware General Corporation Law
requires us to adopt a plan of dissolution that will provide for our payment,
based on facts known to us at such time, of (i) all existing claims, (ii) all
pending claims and (iii) all claims that may be potentially brought against us
within the subsequent 10 years.  However, because we are a blank check
company, rather than an operating company, and our operations will be limited to
searching for prospective target businesses to acquire, the only likely claims
to arise would be from our vendors (such as accountants, lawyers, investment
bankers, etc.) or potential target businesses.  As described above, we
are obligated to have all vendors and prospective target businesses execute
agreements with us waiving any right, title, interest or claim of any kind in or
to any monies held in the trust account.  As a result of this
obligation, the claims that could be made against us are significantly limited
and the likelihood that any claim that would result in any liability extending
to the trust is remote.  Moreover, because we are obligated to obtain
the waiver letters described above, the funds held in trust would be excluded
from the claims of any creditors in connection with any bankruptcy
proceeding.









Competition




If we
succeed in effecting the business combination with ePAK, there will be intense
competition from competitors of  ePAK.  For a more complete
discussion of the risks that will be applicable to us following the business
combination with ePAK, see our filings referred to above under “Recent
Developments.”  We cannot assure you that, subsequent to our business
combination, we will have the resources or ability to compete
effectively.




Employees




We have
two executive officers.  These individuals are not obligated to devote
any specific number of hours to our matters and intend to devote only as much
time as he deems necessary to our affairs.  The amount of time they
will devote in any time period will vary based on the demands of closing the
business combination with ePAK.  We do not intend to have any full
time employees prior to the consummation of a business combination.




Risks
associated with our business




In
addition to other information included in this report, you should consider all
the risks relating to the business combination with ePAK and our operations
following the business combination with ePAK that are described in our filings
referred to above under “Recent Developments.”  You should also
consider the following factors in evaluating our business and future
prospects.




If
we are unable to complete the business combination with ePAK and are forced to
dissolve and liquidate, third parties may bring claims against us and, as a
result, the proceeds held in trust could be reduced and the per-share
liquidation price received by stockholders will be less than $5.89 per share,
plus interest.




If we are
unable to complete the business combination with ePAK by May 17, 2008 and are
forced to dissolve and liquidate, third parties may bring claims against
us.  Although we have obtained waiver agreements from the vendors and
service providers we have engaged and owe money to, and the prospective target
businesses we have negotiated with, whereby such parties have waived any right,
title, interest or claim of any kind they may have in or to any monies held in
the trust account for the benefit of our public stockholders, there is no
guarantee that they will not seek recourse against the trust account
notwithstanding such agreements.  Accordingly, the proceeds held in
trust could be subject to claims which could take priority over the claims of
our public stockholders.  If we are forced to liquidate and distribute
the proceeds held in trust to our public stockholders, Don K. Rice, our chairman
of the board, chief executive officer, president and treasurer, has agreed that
he will be personally liable to ensure that the proceeds in the trust account
are not reduced by the claims of target businesses or claims of vendors or other
entities that are owed money by us for services rendered or contracted for or
products sold to us.  However, we cannot assure you that he will be
able to satisfy those obligations.  Accordingly, we cannot assure you
that the per-share distribution from the trust fund, if we liquidate, will not
be less than $5.89 due to such claims.









If
we do not consummate the business combination with ePAK by May 17, 2008 and
are forced to dissolve and liquidate, payments from the trust account to our
public stockholders may be delayed.




If we do
not consummate the business combination with ePAK by May 17, 2008, we will
dissolve and liquidate. We anticipate that, promptly after such date, the
following will occur:







•
            
            our
      board of directors will convene and adopt a specific plan of dissolution
      and liquidation, which it will then vote to recommend to our stockholders;
      at such time we will also cause to be prepared a preliminary proxy
      statement/prospectus setting out such plan of dissolution and liquidation
      as well as the board’s recommendation of such
  plan;




•
            
            we
      will promptly file a preliminary proxy statement/prospectus with the
      Securities and Exchange Commission;





•
            
            if
      the Securities and Exchange Commission does not review the preliminary
      proxy statement/prospectus, then, 10 days following the filing of such
      preliminary proxy statement/prospectus, we will mail the definitive proxy
      statement/prospectus to our stockholders, and 10 to 20 days following the
      mailing of such definitive proxy statement/prospectus, we will convene a
      meeting of our stockholders, at which they will vote on our plan of
      dissolution and liquidation; and




•
            
            if
      the Securities and Exchange Commission does review the preliminary proxy
      statement/prospectus, we currently estimate that we will receive their
      comments 30 days after the filing of such proxy statement/prospectus. We
      would then mail the definite proxy statement/prospectus to our
      stockholders following the conclusion of the comment and review process
      (the length of which we cannot predict with any certainty, and which may
      be substantial) and we will convene a meeting of Ascend’s stockholders at
      which they will vote on our plan of dissolution and
      liquidation.





We expect
that all costs associated with the implementation and completion of our plan of
dissolution and liquidation will be funded by any remaining net assets not held
in the trust account, although we cannot assure you that there will be
sufficient funds for such purpose. If such funds are insufficient, we anticipate
that our management will advance us the funds necessary to complete such
dissolution and liquidation (currently anticipated to be no more than $50,000)
and not seek reimbursements thereof.




We will
not liquidate the trust account unless and until our stockholders approve our
plan of dissolution and liuidation.  Accordingly, the foregoing
procedures may result in substantial delays in our liquidation and the
distribution to our public stockholders of the funds in our trust account and
any remaining net assets as part of our plan of dissolution and
liquidation.









Our
stockholders may be held liable for claims by third parties against us to the
extent of distributions received by them.






We will
liquidate and dissolve if we do not complete the business combination with ePAK
by May 17, 2008.  Under Sections 280 through 282 of Delaware General
Corporation Law, stockholders may be held liable for claims by third parties
against a corporation to the extent of distributions received by them in a
dissolution.  If the corporation complies with certain procedures
intended to ensure that it makes reasonable provision for all claims against it,
including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before
any liquidating distributions are made to stockholders, any  liability
of stockholders with respect to a liquidating distribution is limited to the
lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be
barred after the third anniversary of the dissolution.  However, it is
our intention to make liquidating distributions to our stockholders as soon as
reasonably possible after dissolution and, therefore, we do not intend to comply
with those procedures. As such, our stockholders could potentially be liable for
any claims to the extent of distributions received by them in a dissolution and
any liability of our stockholders may extend beyond the third anniversary of
such dissolution.  Accordingly, we cannot assure you that third
parties will not seek to recover from our stockholders amounts owed to them by
us.




Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is
filed against us that are not dismissed, any distributions received by
stockholders in Ascend’s dissolution might be viewed under applicable
debtor/creditor or bankruptcy laws as either a “preferential transfer” or a
“fraudulent conveyance.” As a result, a bankruptcy court could seek to recover
all amounts received by Ascend’s stockholders in Ascend’s dissolution.
Furthermore, because we intend to distribute the proceeds held in the trust
account to Ascend’s public stockholders as soon as possible after Ascend’s
dissolution, this may be viewed or interpreted as giving preference to Ascend’s
public stockholders over any potential creditors with respect to access to or
distributions from Ascend’s assets. Furthermore, Ascend’s board of directors may
be viewed as having breached their fiduciary duties to Ascend’s creditors or may
have acted in bad faith, and thereby exposing itself and Ascend’s company to
claims of punitive damages, by paying public stockholders from the trust account
prior to addressing the claims of creditors or complying with certain provisions
of the Delaware General Corporation Law with respect to our dissolution and
liquidation. We cannot assure you that claims will not be brought against us for
these reasons.




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. Under the terms of the warrant agreement, we have agreed to use our
best efforts to meet these conditions and to maintain a current prospectus
relating to the common stock issuable upon exercise of the warrants until the
expiration of the warrants. However, we cannot assure you that we will be able
to do so, and if we do not maintain a current prospectus related to the common
stock issuable upon exercise of the warrants, holders 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 or if the common stock is not qualified or exempt from
qualification in the jurisdictions in which the holders of the warrants reside,
the warrants may have no value, the market for the warrants may be limited and
the warrants may expire worthless.









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. At the time that the warrants become exercisable
(following our completion of a business combination), we expect to become listed
on a national securities exchange which would provide an exemption from
registration in every state,.  Accordingly, we believe holders in every
state will be able to exercise their warrants as long as our prospectus relating
to the common stock issuable upon exercise of the warrants is current. However,
we cannot assure you of this fact.  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
2. Description of Property.




We
maintain our principal executive offices at 435 Devon Park Drive, Building 400,
Wayne, Pennsylvania 19087.  The cost for this space is included in the
$7,500 per-month fee 400 Building LLC charges us for general and administrative
services pursuant to a letter agreement between us and 400 Building
LLC.  We believe, based on rents and fees for similar services in the
Philadelphia metropolitan area, that the fee charged by 400 Building LLC is at
least as favorable as we could have obtained from an unaffiliated
person.  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, 2007.









PART
II





Item
5.  Market for Common Equity and Related Stockholder
Matters.




Our
units, common stock and warrants are each quoted on the OTC Bulletin Board under
the symbols ASAQU, ASAQ and ASAQW, respectively.  The following table
sets forth the high and low closing bid quotations for the calendar quarter
indicated since such units commenced public trading on May 12,
2006.  The over-the-counter market quotations reported below reflect
inter-dealer prices, without markup, markdown or commissions and may not
represent actual transactions.  Our common stock and warrants
commenced public trading on July 25, 2006.  Prior to May 12, 2006,
there was no established public trading market for our common
stock.











Units
            
            
            Common
      Stock
            
            
            Warrants2006
            
            High
            
            
            Low
            
            
            High
            
            
            Low
            
            
            High
            
            
            LowSecond
      Quarter (starting May 12)
            
            $
            6.23
            
            
            $
            5.98
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/AThird
      Quarter
            
            $
            6.20
            
            
            $
            5.92
            
            
            $
            5.37
            
            
            $
            5.20
            
            
            $
            0.45
            
            
            $
            0.22Fourth
      Quarter
            
            $
            6.20
            
            
            $
            5.97
            
            
            $
            5.35
            
            
            $
            5.29
            
            
            $
            0.41
            
            
            $
            0.35Units
            
            
            Common
      Stock
            
            
            Warrants2007
            
            High
            
            
            Low
            
            
            High
            
            
            Low
            
            
            High
            
            
            LowFirst
      Quarter
            
            $
            6.65
            
            
            $
            6.11
            
            
            $
            5.59
            
            
            $
            5.35
            
            
            $
            0.49
            
            
            $
            0.35Second
      Quarter
            
            $
            6.85
            
            
            $
            6.60
            
            
            $
            5.65
            
            
            $
            5.54
            
            
            $
            0.59
            
            
            $
            0.47Third
      Quarter
            
            $
            6.99
            
            
            $
            6.30
            
            
            $
            5.70
            
            
            $
            5.51
            
            
            $
            0.65
            
            
            $
            0.40Fourth
      Quarter
            
            $
            6.90
            
            
            $
            6.50
            
            
            $
            5.80
            
            
            $
            5.58
            
            
            $
            0.62
            
            
            $
            0.37Units
            
            
            Common
      Stock
            
            
            Warrants2008
            
            High
            
            
            Low
            
            
            High
            
            
            Low
            
            
            High
            
            
            LowFirst
      Quarter*
            
            $
            6.52
            
            
            $
            6.14
            
            
            $
            5.80
            
            
            $
            5.63
            
            
            $
            0.42
            
            
            $
            0.12




*Through
March 24, 2008.




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 24, 2008, we had 2 holders of record of our units, 5 holders of record of
our common stock and 1 holder of record of our warrants.




Recent
Sales of Unregistered Securities and Use of Proceeds




In
December 2005, we issued 875,000 shares of common stock without
registration under the Securities Act of 1933, as amended, for $25,000 in cash,
at a purchase price of approximately $0.029 per share, as follows:







Stockholders
            Number
      of SharesDon
      K. Rice
            695,000Russell
      C. Ball III
            60,000Stephen
      L. Brown
            60,000Arthur
      Spector
            60,000









Such
shares were issued in connection with our organization pursuant to the exemption
from registration contained in Section 4(2) of the Securities Act as they
were sold to sophisticated, wealthy individuals or
entities.  Effective April 19, 2006, our board of directors authorized
a stock dividend of 0.714285 shares of common stock for each outstanding share
of common stock, increasing the total number of shares of common stock
outstanding prior to the Offering to 1,500,000 and effectively lowering the
purchase price to $0.0167 per share.




On May
17, 2006, we consummated the Offering of 6,000,000 Units, with each Unit
consisting of one share of our common stock and two warrants, each to purchase
one share of our common stock at an exercise price of $5.00 per share. On May
22, 2006, we closed on an additional 900,000 Units that were subject to the
underwriters’ over-allotment option. The Units were sold at an offering price of
$6.00 per unit, generating total gross proceeds of $41,400,000.
EarlyBirdCapital, Inc. acted as lead underwriter. The securities sold in the
Offering were registered under the Securities Act of 1933 on a registration
statement on Form S-1 (No. 333-131529). The Securities and Exchange Commission
declared the registration statement effective on May 11, 2006.





Don K.
Rice had also committed to purchase 166,667 units at $6.00 per unit (for an
aggregate purchase price of $1,000,002) from us.  This purchase took
place on a private placement basis simultaneously with the consummation of the
Offering on May 17, 2006.





We paid a
total of $3,244,000 in underwriting discounts and commissions and offering
expenses, excluding the $952,200 of deferred offering costs due to the
underwriter when a Business Combination is consummated, which was deposited in
the trust account. After deducting the underwriting discounts and commissions
and the offering expenses, the total net proceeds to us from the Offering,
including $1,000,002 related to the sale of insider units, were approximately
$38,203,000. $38,510,203 was deposited into the trust account (or $5.58 per
share sold in the Offering), which includes the $952,200 of deferred payment due
to the underwriter.  The remaining proceeds are available to be used
to provide for business, legal and accounting due diligence on prospective
business combinations and continuing general and administrative
expenses.





Item
6.  Plan of Operation.





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




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.  We intend to utilize the
proceeds of our initial public offering, our capital stock, debt or a
combination of cash, capital stock and debt, in effecting a business
combination.  All activity from December 5, 2005 through May 17, 2006
related to our formation and initial public offering described
below.




Net
income of $6,434 reported for the year ended December 31, 2007 consists of
$25,072 expense for director and officer liability insurance, $90,000 expense
for a monthly administrative services agreement, $31,496 for franchise and state
capital stock taxes, $828,622 for legal, accounting and consulting expenses
(which includes $776,435 of third party legal and consulting costs related to
the merger), ($32,700) reversal of prior period state income taxes and $96,980
for other expenses.  Interest on the trust fund investment was
$1,041,737, excluding $260,272 of deferred interest, and interest earned on the
money market accounts was $4,167.









Net
income of $382,734 reported for the year ended December 31, 2006 consists of
$15,972 expense for director and officer liability insurance, $57,500 expense
for a monthly administrative services agreement, $51,665 for franchise and state
capital stock taxes, $76,867 for legal, accounting and consulting expenses,
$32,700 for state income taxes and $66,724 for other
expenses.  Interest on the trust fund investment was $675,701,
excluding $168,816 of deferred interest, and interest earned on the money market
accounts was $8,461.




Net loss
of $1,131 reported for the period December 5, 2005 (inception) to December 31,
2005 consists of $1,192 of formation costs, net of $61 of interest income earned
on the money market account.




Net
income of $388,037 reported for the period from December 5, 2005 (inception) to
December 31, 2007 consists of $41,044 expense for director and officer liability
insurance, $147,500 expense for a monthly administrative services agreement,
$83,161 for franchise and state capital stock taxes, $905,459 for legal,
accounting and consulting expenses (which includes $776,435 of third party legal
and consulting costs related to the merger) and $164,896 for other
expenses.  Interest on the trust fund investment was $1,717,438,
excluding $429,087 of deferred interest, and interest earned on the money market
accounts was $12,689.




We
consummated our Offering on May 17, 2006 and the over-allotment option on May
22, 2006.  $38,510,202, which includes $36,558,000 of the net proceeds
of the Offering, $1,000,002 related to the sale of insider units and $952,200
deferred payment due to the underwriter, is held in trust and the remaining
proceeds wre made available to us to be used to provide for business, legal and
accounting due diligence on prospective acquisitions and continuing general and
administrative expenses.  We intend to use substantially all of the
net proceeds of the Offering, including the funds held in the trust account
(excluding the deferred portion of the underwriters discounts and commission),
to acquire a target business.  To the extent that our capital stock is
used in whole or in part as consideration to effect the business combination
with ePAK, the remaining proceeds held in the trust account will be used as
working capital to finance the operations of ePak.




We
believe that we have sufficient available funds outside of the trust account to
operate  until May 17, 2008, assuming that a business combination is
not consummated during that time.  We do not believe we will need to
raise additional funds in order to meet the expenditures required for operating
our business.  However, we may need to raise additional funds through
a private offering of debt or equity securities if it is required to consummate
the business combination with ePak.  We would only consummate such a
fundraising simultaneously with the consummation of a business
combination.




We are
obligated, commencing May 11, 2006 and ending upon the consummation of our
business combination or our dissolution and liquidation, to pay to 400 Building
LLC, an affiliate of Arthur Spector, our special advisor, a monthly fee of
$7,500 for general and administrative services.




On
December 20, 2005, Don K. Rice advanced an aggregate of $80,000 to us for
payment of offering expenses on our behalf.  The loan was payable
without interest on the earlier of December 20, 2006 or the consummation of the
Offering.  This loan was repaid on May 24, 2006 out of proceeds of the
Offering.










Don K.
Rice had also purchased 166,667 units at $6.00 per unit (for an aggregate
purchase price of $1,000,002) from us.  This purchase took place on a
private placement basis simultaneously with the consummation of the Offering on
May 17, 2006.




In
connection with our initial public offering, we issued to the underwriter, for
$100, an option to purchase up to a total of 300,000 units.  We
estimated that the fair value of this 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 as of the date of grant
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.




We intend
to reimburse our officers and directors for any reasonable out-of-pocket
expenses incurred by them in connection with certain activities on our behalf
such as identifying and investigating possible target businesses and business
combinations. From our inception through March 24, 2008, we have reimbursed our
officers and directors an aggregate of $72,373 incurred by them on our
behalf.




As
indicated in the accompanying financial statements, we are assuming that we will
continue as a going concern.  As discussed elsewhere, however, we must
consummate the business combination with ePAK by May 17, 2008 or else we are
required to liquidate and dissolve.  The financial statements do not
reflect this contingency.





Off-balance
sheet arrangements





Options
and warrants issued in conjunction with our initial public offering are
equity-linked derivatives 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.  See
Note 5 to the financial statements for more information.










Item
7. Financial Statements.





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 and the amounts included in the cumulative columns in the
statements of operations and cash flows for the year ended December 31,
2007.  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 present fairly, in all
material respects, the financial position of Ascend Acquisition Corp. as of
December 31, 2007 and 2006, and the results of its operations and its cash
flows for the year then ended and the amounts included in the cumulative columns
in the statements of operations and cash flows for the year endedDecember 31, 2007 in
conformity with accounting principles generally accepted in the United
States.





We were
not engaged to examine management’s assertion about the effectiveness of Ascend
Acquisition Corp.’s internal control over financial reporting as of December 31,
2007 included in the accompanying “Management’s Report on Internal Control over
Financial Reporting” and, accordingly, we do not express an opinion
thereon.





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. 
Management’s efforts to achieve a business combination are described in Note 9
to the financial statements. 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










Report
of Independent Registered Public Accounting Firm











To the
Board of Directors


Ascend
Acquisition Corp.





We have
audited the accompanying balance sheet of Ascend Acquisition Corp. (a
corporation in the development stage) as of December 31, 2006, and the
related statements of operations, stockholders' equity, and cash flows for the
year then ended 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 present fairly, in all
material respects, the financial position of Ascend Acquisition Corp. as of
December 31, 2006 and 2005, and the results of its operations and its cash
flows for the year then ended 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









ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





BALANCE
SHEETS





December
      31,
              2007
            
            
            December
      31,
              2006ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            10,508
            
            
            $
            423,590Investments
      held in trust
            
            
            40,656,728
            
            
            
            39,354,720Prepaid
      expenses
            
            
            10,937
            
            
            
            10,028Deferred
      income taxes
            
            
            29,900
            
            
            
            28,100Total
      assets
            
            $
            40,708,073
            
            
            
            39,816,438LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
            
            $
            680,414
            
            
            $
            42,585Income
      taxes payable
            
            
            29,900
            
            
            
            42,800Deferred
      interest
            
            
            429,088
            
            
            
            168,816Deferred
      payment due to underwriter
            
            
            952,200
            
            
            
            952,200Total
      liabilities
            
            
            2,091,602
            
            
            
            1,206,401CommitmentsCommon
      stock, subject to possible conversion, 1,379,310 shares
            
            
            7,698,189
            
            
            
            7,698,189Stockholders’
      Equity:Preferred
      stock, $.0001 par value, authorized 1,000,000 shares; none
              issued
            
            
            -
            
            
            
            -Common
      stock, $.0001 par value, authorized 30,000,000 shares; issued
              and
      outstanding 8,566,667 shares (which includes 1,379,310 shares
              subject
      to possible conversion)
            
            
            857
            
            
            
            857Additional
      paid-in capital
            
            
            30,529,388
            
            
            
            30,529,388Retained
      earnings accumulated during development stage
            
            
            388,037
            
            
            
            381,603Total
      stockholders’ equity
            
            
            30,918,282
            
            
            
            30,911,848Total
      liabilities and stockholders’ equity
            
            $
            40,708,073
            
            
            $
            39,816,438





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









ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





STATEMENTS
OF OPERATIONS





Year
                Ended
                December
      31, 2007
              
              
              Year
                Ended
                December
      31, 2006
              
              
              December
      5,
                2005
                (Inception)
      to December 31,
                2007General
      and administrative expenses
              
              $
              1,072,170
              
              
              $
              268,728
              
              
              $
              1,342,090Operating
      loss
              
              
              (1,072,170
              )
              
              
              (268,728
              )
              
              
              (1,342,090
              )Other
      income:Interest
      income
              
              
              4,167
              
              
              
              8,461
              
              
              
              12,689Interest
      on trust fund investment
              
              
              1,041,737
              
              
              
              675,701
              
              
              
              1,717,438Total
      other income
              
              
              1,045,904
              
              
              
              684,162
              
              
              
              1,730,127Income
      (loss) before income taxes
              
              
              (26,266
              )
              
              
              415,434
              
              
              
              388,037Income
      tax benefit (provision)
              
              
              32,700
              
              
              
              (32,700
              )
              
              
              -Net
      income
              
              $
              6,434
              
              
              $
              382,734
              
              
              $
              388,037Weighted
      average shares of commonstock outstandingBasic
      and diluted
              
              
              8,566,667
              
              
              
              6,015,617
              
              
              
              7,084,589Earnings
      per common shareBasic
      and diluted
              
              $
              .00
              
              
              $
              .06
              
              
              $
              .05









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 1,500,000 shares of common stock to initial stockholders on December 5,
      2005 at $0.0167 per share
            
            
            1,500,000
            
            
            $
            150
            
            
            $
            24,850
            
            
            $
            -
            
            
            $
            25,000Net
      loss for the period December 5, 2005 (inception)
              to
      December 31, 2005
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,131
            )
            
            
            (1,131
            )Balance,
      December 31, 2005
            
            
            1,500,000
            
            
            
            150
            
            
            
            24,850
            
            
            
            (1,131
            )
            
            
            23,869Sale
      of 6,900,000 units, net of underwriters’ discount and offering expenses
      (includes 1,379,310 shares subject to possible redemption)
            
            
            6,900,000
            
            
            
            690
            
            
            
            37,202,642
            
            
            
            -
            
            
            
            37,203,332Proceeds
      from issuance of
              insider
      units
            
            
            166,667
            
            
            
            17
            
            
            
            999,985
            
            
            
            -
            
            
            
            1,000,002Proceeds
      subject to possible conversion of 1,379,310 shares at approximately $5.58
      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
            
            
            8,566,667
            
            
            
            857
            
            
            
            30,529,388
            
            
            
            381,603
            
            
            
            30,911,848Net
      income for the year ended  December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            6,434
            
            
            
            6,434Balance,
      December 31, 2007
            
            
            8,566,667
            
            
            $
            857
            
            
            $
            30,529,388
            
            
            $
            388,037
            
            
            $
            30,918,282




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









ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





STATEMENTS
OF CASH FLOWS





Year
      Ended
              December
      31, 2007
            
            
            Year
      Ended
              December
      31, 2006
            
            
            December
      5, 2005 (Inception) to December 31, 2007Cash
      flows from operating activities:Net
      income
            
            $
            6,434
            
            
            $
            382,734
            
            
            $
            388,037Adjustments
      to reconcile net income to net cash used in
              operating
      activities:Interest
      income on investments held in trust
            
            
            (1,302,008
            )
            
            
            (844,517
            )
            
            
            (2,146,525
            )Change
      in operating assets and liabilities:Increase
      in prepaid expenses
            
            
            (909
            )
            
            
            (10,028
            )
            
            
            (10,937
            )Increase
      in deferred tax asset
            
            
            (1,800
            )
            
            
            (28,100
            )
            
            
            (29,900
            )Increase
      in accounts payable and accrued expenses
            
            
            637,829
            
            
            
            41,393
            
            
            
            680,414(Decrease)
      increase in income taxes payable
            
            
            (12,900
            )
            
            
            42,800
            
            
            
            29,900Increase
      in deferred interest
            
            
            260,272
            
            
            
            168,816
            
            
            
            429,088Net
      cash used in operating activities
            
            
            (413,082
            )
            
            
            (246,902
            )
            
            
            (659,923
            )Cash
      flows from investing activities:Purchase
      of treasury bills held in trust
            
            _
            
            
            
            (15,485,695
            )
            
            
            (15,485,695
            )Purchase
      of municipal securities held in trust
            
            
            -
            
            
            
            (30,809,507
            )
            
            
            (30,809,507
            )Sale/maturity
      of treasury bills held in trust
            
            
            -
            
            
            
            15,613,788
            
            
            
            15,613,788Sale
      of municipal securities held in trust
            
            
            -
            
            
            
            31,176,329
            
            
            
            31,176,329Purchase
      of Pennsylvania municipal securities held in trust
            
            
            -
            
            
            
            (39,005,118
            )
            
            
            (39,005,118
            )Net
      cash used in investing activities
            
            
            -
            
            
            
            (38,510,203
            )
            
            
            (38,510,203
            )Cash
      flows from financing activities:Gross
      proceeds from initial public offering
            
            
            -
            
            
            
            41,400,000
            
            
            
            41,400,000Proceeds
      from note payable to stockholder
            
            
            -
            
            
            
            -
            
            
            
            80,000Repayment
      of note payable to stockholder
            
            
            -
            
            
            
            (80,000
            )
            
            
            (80,000
            )Proceeds
      from sale of shares of common stock to founding
    stockholders
            
            
            -
            
            
            
            -
            
            
            
            25,000Proceeds
      from issuance of option
            
            
            -
            
            
            
            100
            
            
            
            100Proceeds
      from sale of insider units
            
            
            -
            
            
            
            1,000,002
            
            
            
            1,000,002Payment
      of costs of public offering
            
            
            -
            
            
            
            (3,219,468
            )
            
            
            (3,244,468
            )Net
      cash provided by financing activities
            
            
            -
            
            
            
            39,100,634
            
            
            
            39,180,634Net
      (decrease) increase in cash and cash equivalents
            
            
            (413,082
            )
            
            
            343,529
            
            
            
            10,508Cash
      and cash equivalents at beginning of period
            
            
            423,590
            
            
            
            80,061
            
            
            
            -Cash
      and cash equivalents at end of period
            
            $
            10,508
            
            
            $
            423,590
            
            
            $
            10,508Supplemental
      schedule of non-cash financing activity:Deferred
      payment due to underwriter$
            -
            
            
            $
            952,200
            
            
            $
            952,200












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 is 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 5).  The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Offering,
although substantially all of the net proceeds of the Offering are intended to
be generally applied toward consummating a business combination with an
operating business (“Business Combination”).  Furthermore, there is no
assurance that the Company will be able to successfully effect a Business
Combination.  An amount of $38,510,202, which includes $1,000,002
relating to the sale of insider units and $952,200 deferred payment due to the
underwriter (Note 5), is being held in an interest-bearing trust account (“Trust
Account”) until the earlier of (i) the consummation of a Business Combination or
(ii) liquidation of the Company.  Under the agreement governing the
Trust Account, funds will be invested in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940
with a maturity of 180 days or less, or in registered money market funds
operating in compliance with Rule 2a-7 promulgated under the Investment Company
Act of 1940.  The remaining net proceeds (not held in the Trust
Account) may be used to pay for business, legal and accounting due diligence on
prospective acquisitions and continuing general and administrative
expenses.





The
Company has signed a definitive agreement for the acquisition of a target
business (Note 9) and will submit such transaction for stockholder
approval.  In the event that stockholders owning 20% or more of the
shares sold in the Offering vote against the Business Combination and exercise
their conversion rights described below, the Business Combination will not be
consummated. All of the Company’s stockholders prior to the Offering, including
all of the officers and directors of the Company (“Initial Stockholders”), have
agreed to vote their 1,500,000 founding shares of common stock in accordance
with the vote of the majority in interest of all other stockholders of the
Company (“PublicStockholders”) with
respect to any Business Combination.  After consummation of a Business
Combination, these voting safeguards will no longer be applicable.





With
respect to a Business Combination that is approved and consummated, any Public
Stockholder who voted against the Business Combination may demand that the
Company convert his shares to cash.  The per share conversion price
will equal the amount in the Trust Account, calculated as of two business days
prior to the consummation of the proposed Business Combination, divided by the
number of shares of common stock held by Public Stockholders at the consummation
of the Offering.  Accordingly, Public Stockholders holding 19.99% of
the aggregate number of shares owned by all Public Stockholders may seek
conversion of their shares in the event of a Business
Combination.  Such Public Stockholders are entitled to receive their
per










ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





1.  Organization
and Business Operations (continued)





share
interest in the Trust Account computed without regard to the shares held by
Initial Stockholders. Accordingly, a portion of the net proceeds of the Offering
has been classified as common stock subject to conversion and 19.99% of the
interest earned on the Trust Account has been recorded as deferred interest in
the accompanying balance sheets.





The
Company’s Amended and Restated Certificate of Incorporation provides for
mandatory liquidation of the Company in the event that the Company does not
consummate a Business Combination within 18 months from the date of the
consummation of the Offering (November 17, 2007), or 24 months from the
consummation of the Offering (May 17, 2008) if certain extension criteria (the
execution of a letter of intent, an agreement in principle or a definitive
agreement to complete a Business Combination)have been
satisfied.  These extension criteria have been satisfied. In the event of
liquidation, it is likely that the per share value of the residual assets
remaining available for distribution (including Trust Account assets) will be
less than the initial public offering price per share in the Offering due to
costs related to the Offering, general and administrative expenses incurred
prior to the liquidation event and since no value would be attributed to the
Warrants contained in the Units sold (Note 5).





The
Company 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.





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.





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.











ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





2.  Summary
of Significant Accounting Policies (continued)





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 has been deferred on the
balance sheet as it represents interest attributable to the common stock subject
to possible conversion (See Note 1).





Income
Taxes


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” 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.





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.
Investments held in trust at December 31, 2006 consist of a Pennsylvania
Municipal Money Market trust obligation of $39,248,419, plus accrued interest of
$106,301.










ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





4.  Earnings
per Share





The
following table sets forth the computation of basic and diluted earnings per
share:





Year
      Ended December 31, 2007
            
            Year
      Ended December 31, 2006
            
            December
      5,
              2005
              (Inception)
      to
              December
      31, 2007Numerator:  Net
      income
            $       6,434
            
            $       382,734
            
            $      388,037Denominator:
      Average common shares
              outstanding
            8,566,667
            
            6,015,617
            
            7,084,589Basic
      and diluted earnings per share
            $           .00
            
            $              .06
            
            $               .05





No
computation for diluted earnings per share was prepared for the Redeemable
Common Stock Purchase Warrants (see Note 5) to purchase an aggregate of
14,133,334 shares of common stock at $5.00 per share and the underwriters’
option (see Note 5) to purchase 300,000 Units at an exercise price of $7.50 per
Unit, respectively, that were outstanding at December 31, 2007 because the
shares underlying the conversion of the warrants are contingently issuable and
the exercise price of the underwriters’ option is in excess of the related
market value of the Units.





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 share
of the Company’s common stock, $.0001 par value, and two Redeemable Common Stock
Purchase Warrants (“Warrants”).  Each Warrant entitles the holder to
purchase from the Company one share of common stock at an exercise price of
$5.00 commencing on the later of the completion of a Business Combination with a
target business or May 11, 2007 and 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) will not be payable unless and until the
Company completes a Business Combination and has waived its right to receive
such payment upon the Company's liquidation if it is unable to complete a
Business Combination.









ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





5.  Stockholders’
Equity (continued)





The
Offering (continued)





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


The
Company’s initial stockholders purchased 875,000 common shares for $25,000 on
December 5, 2005. On April 19, 2006, the Company's Board of Directors authorized
a stock dividend of 0.714285 shares of common stock for each share of common
stock outstanding, bringing the initial outstanding shares to 1,500,000. On
April 20, 2006, the Company's Certificate of Incorporation was amended to
increase the authorized shares of common stock from 15,000,000 to 30,000,000
shares of common stock. All references in the accompanying financial statements
to the number of shares of stock have been retroactively restated to reflect
these transactions.





Preferred
Stock


The
Company is authorized to issue 1,000,000 shares of preferred stock, par value
$.0001 per share, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of
Directors.





The
agreement with the Underwriter prohibits the Company, prior to a Business
Combination, from issuing preferred stock which participates in the proceeds of
the Trust Account or which votes as a class with the Common Stock on a Business
Combination.





6.  Note
Payable, Stockholder





The
Company issued an $80,000 unsecured promissory note to an Initial Stockholder,
who is also an officer, on December 20, 2005.  The note was non
interest-bearing and was due following the consummation of the Offering from the
net proceeds of such Offering.  The note was repaid on May 24,
2006.









ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





7.  Income
taxes





The
provision for income taxes consists of the following:







For
      the year ended December 31,
            
            
            For the
      period
              December
      5, 2005
              (inception)
      to
              December
      31,2007
            
            
            2006
            
            
            2007Current
      federal
            
            $
            1,800
            
            
            $
            28,100
            
            
            $
            29,900Deferred
      federal
            
            
            (1,800
            )
            
            
            (28,100
            )
            
            
            (29,900
            )Current
      state
            
            
            (32,700
            )
            
            
            32,700
            
            
            
            -Deferred
      state
            
            
            -
            
            
            
            -
            
            
            
            -$
            (32,700
            )
            
            $
            32,700
            
            
            $
            -





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 year ended December
      31,
            
            
            For
      the period
              December
      5, 2005
              (inception)
      to
              December
      31,2007
            
            
            2006
            
            
            2007Statutory
      federal income tax rate
            
            
            (34.0
            %)
            
            
            34.0
            %
            
            
            34.0
            %Permanent
      differences and other
            
            
            
            
            
            
            (34.0
            %)
            
            
            (34.0
            %)State
      tax effect
            
            
            (124.5
            %)
            
            
            7.9
            %
            
            
            -Increase
      in valuation allowance
            
            
            34.0
            %
            
            
            -
            
            
            
            -Effective
      income tax rate
            
            
            (124.5
            %)
            
            
            7.9
            %
            
            
            -





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






December 31,2007
            
            
            2006Expenses
      deferred for income tax purposes
            
            $
            508,900
            
            
            $
            88,100Deferred
      interest
            
            
            16,000
            
            
            
            16,000Valuation
      allowance
            
            
            (495,000
            )
            
            
            (76,000
            )Net
      deferred tax asset
            
            $
            29,900
            
            
            $
            28,100





During
the year ended December 31, 2006, the Company paid $9 in federal income taxes
for 2005 and $18,000 to Pennsylvania for 2006 income tax.  The $18,000
of Pennsylvania taxes were refunded in 2007.  No federal or state
income taxes were paid in 2007.










ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





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, 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 has
agreed to pay such affiliate $7,500 per month for such services commencing May
11, 2006.





Pursuant
to letter agreements with the Company and the Underwriter, the Initial
Stockholders have waived their right to receive distributions with respect to
their founding shares upon the Company's liquidation.





One of
the Initial Stockholders committed to purchase 166,667 Units at $6.00 per unit
(for an aggregate purchase price of $1,000,002) privately from the Company.
These purchases took place simultaneously with the consummation of the Offering.
All of the proceeds received from this purchase have been placed in the Trust
Account. The Units purchased by such Initial Stockholder are identical to the
Units offered in the Offering except that if the Company calls the Warrants for
redemption, the Warrants underlying these Units may be exercisable on a
"cashless basis" so long as such Warrants are held by such Initial Stockholder
or his affiliates. Additionally, such Initial Stockholder has waived his right
to receive distributions upon the Company’s liquidation prior to a Business
Combination with respect to the securities underlying these Units. This Initial
Stockholder has further agreed that the Units and underlying securities will not
be sold or transferred by him until after the Company has completed a Business
Combination and has agreed to vote the shares of common stock underlying these
Units in accordance with the vote of the majority in interest of the Public
Stockholders with respect to any Business Combination.





The
Initial Stockholders will be entitled to registration rights with respect to
their founding shares pursuant to an agreement signed on May 11,
2006.  The holders of the majority of these shares are entitled to
make up to two demands that the Company register these shares at any time
commencing February 11, 2009.  In addition, the Initial Stockholders
have certain "piggy-back" registration rights on registration statements filed
subsequent to May 11, 2009.





9.  Merger





On July
31, 2007, the Company announced that it has 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.





Pursuant
to the agreement, ePAK’s common stockholders and holders of ePAK’s parent
company’s stock options and other rights (collectively, the “ePAK’s
stockholders”) will receive shares and options exercisable into shares
aggregating approximately 8.6 million shares of ePAK International, the
post-transaction public company.










ASCEND
ACQUISITION CORP.


(a
corporation in the development stage)





NOTES
TO FINANCIAL STATEMENTS





9.  Merger
(continued)





ePAK’s
stockholders will also be entitled to receive, on an all or none basis, an
additional 88,525 shares, for each of the next three fiscal years beginning with
the fiscal year ending December 31, 2008, if the combined company achieves the
following EBITDA targets:





FY Ending December
      31,
            EBITDA
      Target2008
            $14,727,0002009
            $24,268,0002010
            $37,935,000





As
additional consideration, ePAK’s stockholders will be entitled to receive up to
442,625 shares if the last reported sales price on any twenty trading days
during any consecutive thirty day trading period within six months of the
closing of the transaction meets or exceeds the following
values:





Share Price
      Trigger
            Number of Market Price
      Shares$6.00
            88,525$6.50
            88,525$7.00
            88,525$7.50
            88,525$8.00
            88,525





In
addition, ePAK stockholders will be entitled to 442,625 shares upon the
redemption of ePAK International’s publicly traded warrants and its
corresponding receipt of funds.





In
connection with the closing of the transactions, expected in the second quarter
of 2008, the common stock and warrants of ePAK International will be issued in
exchange for all of the outstanding common stock and warrants of Ascend, on a
one-for-one basis.  Accordingly, following the closing, all of the
stockholders and warrant holders of Ascend and the shareholders of ePAK will be
the security holders of ePAK International.





Following
the closing of the transaction, the post-transaction public company will be ePAK
International Ltd.  It is expected that ePAK International’s common
stock and warrants will trade on the NASDAQ Global Market.










Item 8. Changes In and Disagreements
with Accountants on Accounting and Financial Disclosure.





Not
applicable.





Item
8A. Controls and Procedures.




Evaluation
of Disclosure Controls and Procedures


Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in company reports filed or submitted under the Securities Exchange
Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in company reports filed or submitted under the
Exchange Act is accumulated and communicated to management, including our Chief
Executive Officer, as appropriate to allow timely decisions regarding required
disclosure.
  As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief
Executive Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of December 31, 2007.
Based upon his evaluation, he concluded that our disclosure controls and
procedures were effective.
  Management's
Report on Internal Control Over Financial Reporting
  Our
internal control over financial reporting is a process designed by, or under the
supervision of, our Chief Executive Officer and effected by the Board of
Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation of our
financial statements for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting includes
policies and procedures that pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; provide reasonable assurance that transactions are
recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with the authorization of the
Board and management; and provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on our financial statements.
  Under the
supervision and with the participation of our management, including our Chief
Executive Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”). Based on this evaluation under the criteria
established in Internal
Control – Integrated Framework, our management concluded that our
internal control over financial reporting was effective as of December 31,
2007.
  
 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
  During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





Item
8B. Other Information.





Not applicable.










PART
III





Item
9. 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
            59
            
            Chairman
      of the Board, Chief Executive Officer, President and
    TreasurerStephen
      L. Brown
            69
            
            Secretary
      and DirectorRussell
      C. Ball III
            41
            
            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 which 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 our secretary and 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 which 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.









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.









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 400, 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, 2007, all filing requirements
applicable to the Reporting Persons were complied with.




Corporate
Governance




We
currently do not have audit or nominating committees as we are not a listed
issuer and are not required to have such committees.  In connection
with the proposed business combination with ePAK, we will apply to have our
securities listed on Nasdaq.  At that time, we will adhere to the
rules of Nasdaq and will form audit, compensation and nominating
committees.









Item
10. Executive Compensation.




No
executive officer has received any cash compensation for services rendered to
us.  Commencing May 11, 2006 through the acquisition of a target
business, we will pay 400 Building LLC, an affiliate of Arthur Spector, a fee of
$7,500 per month for providing us with office space and certain office and
secretarial services.  However, this arrangement is solely for our
benefit and is not intended to provide Mr. Spector compensation in lieu of a
salary.  Other than the $7,500 per month administrative fee, no
compensation of any kind, including finders, consulting or other similar fees,
will be paid to any of our existing stockholders, including our directors, or
any of their respective affiliates, prior to, or for any services they render in
order to effectuate, the consummation of a business
combination.  However, such individuals will be reimbursed for any
out-of-pocket expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due diligence on
suitable business combinations.  There is no limit on the amount of
these out-of-pocket expenses and there will be no review of the reasonableness
of the expenses by anyone other than our board of directors, which includes
persons who may seek reimbursement, or a court of competent jurisdiction if such
reimbursement is challenged.  Because of the foregoing, we will
generally not have the benefit of independent directors examining the propriety
of expenses incurred on our behalf and subject to reimbursement.




Since our
formation, we have not granted any stock options or stock appreciation rights or
any awards under long-term incentive plans.




For a
complete discussion of the “Compensation Discussion and Analysis” following the
business combination with ePAK, see our filings referred to in Part I, Item I
under “Recent Developments.”




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




The
following table sets forth information regarding the beneficial ownership of our
common stock as of March 24, 2008, 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.









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.  As of March 24, 2008, 8,566,667 shares of
our common stock were issued and outstanding.








Name and
      Address of Beneficial Owner(1)
            Amount
      and Nature of Beneficial Ownership
            Approximate
              Percentage
              of
      Outstanding
              Common
    StockDon
      K. Rice
            1,358,096(2)
            15.9%Russell
      C. Ball III(3)
            102,857
            1.2%Stephen
      L. Brown(4)
            102,857
            1.2%Fir
      Tree, Inc. (5)
            839,500(6)
            9.8%Hummingbird
      Management LLC(7)
            748,100
            8.7%David
      M. Knott(8)
            451,500(9)
            5.3%D.B.
      Zwirn & Company(10)
            977,000
            11.4%Weiss
      Asset Management(11)
            490,796
            5.7%Context
      Capital Management LLC(12)
            454,500
            5.3%Satellite
      Asset Management, L.P.(13)
            815,500
            9.5%Korenvaes
      Capital Management LP(14)
            639,200
            7.5%All
      directors and executive officers as a group (three individuals)(15)
            1,563,810(2)
            18.3%




___________________________________




(1)
            Unless
      otherwise indicated, the business address of each of the individuals is
      435 Devon Park Drive, Building 400, Wayne, Pennsylvania
    19087.






(2)
            Does
      not include 953,334 warrants held by Mr. Rice, 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)
            Fir
      Tree, Inc. is an unaffiliated investment fund.The business address
      of Fir Tree, Inc. is 505 Fifth Avenue, 23rd
      Floor, New York, New York 10017.









(6)
            Represents
      (i) 649,049 shares of common stock held by Sapling, LLC, and (ii) 190,451
      shares of common stock held by Fir Tree Recovery Master Fund,
      L.P.  Fir Tree, Inc. is the investment manager of both entities
      and exercises voting and disposition power over the
      shares.  Such information is derived from a Schedule 13G filed
      with the SEC on February 14, 2007.






(7)
            Hummingbird
      Management LLC is an unaffiliated investment fund. The business address of
      Hummingbird Management LLC is 460 Park Avenue, 12th
      Floor, New York, New York 10022.






(8)
            The
      business address of David M. Knott is Dorset Management Company, 485
      Underhill Blvd., Suite 205, Syosset, New York
  11791.






(9)
            Represents
      shares held by Mr. Knott and Dorset Management Company.  Such
      information is derived from a Schedule 13G filed with the SEC on February
      14, 2007.






(10) Represents
shares owned by D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC,
and Daniel B. Zwirn. D.B. Zwirn & Co., L.P. is an unaffiliated investment
fund D.B. Zwirn & Co., L.P. is the manager of the DBZ GP, LLC and Zwirn
Holdings, LLC, and consequently has voting control and investment discretion
over the shares of common stock held by the funds. Daniel B. Zwirn is the
managing member of and thereby controls Zwirn Holdings, LLC, which in turn is
the managing member of and thereby controls DBZ GP, LLC, which in turn is the
general partner of and thereby controls D.B. Zwirn & Co.,
L.P.  Such information is derived from an amendment to Schedule 13G
filed with the SEC on November 13, 2007..






(11) Represents
shares owned by Weiss Asset Management, LLC Weiss Capital, LLC, and Andrew M.
Weiss, Ph.D.






(12) Represents
shares owned by Context Capital Management, LLC, Michael S. Rosen and William D.
Fertig.  The business address of such entity and individuals is 4365
Executive Drive, Suite 850, San Diego, CA 92121. Such information is derived
from a Schedule 13G filed with the SEC on February 13, 2008.






(13) 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. Such information is derived from a Schedule 13G filed with
the SEC on February 13, 2008.






(14) Represents
shares owned by Korenvaes Capital Management LP, Harlan B. Korenvaes, Korenvaes
LLC, and Korvenaes Capital Partners LP.  Harlan B. Korenvaes is the
managing member and control person of Korenvaes LLC. Korvenaes LLC is the
general partner of Korenvaes Capital Management LP. Korenvaes Capital Management
LP is the general partner and investment manager of Korenvaies Capital Partners
LP, the security holder.  The business address is 200 Crescent Court,
Suite 1070, Dallas, TX, 75201. This information is derived from a Schedule 13G
filed with the SEC on February 26, 2008.






(15) Includes
Messrs. Rice, Ball and Brown.









All of the founder shares (but not any
shares included within the insider units) have been placed in escrow with
Continental Stock Transfer & Trust Company, as escrow agent, until the
earliest of:






·
            May
      11, 2009; and






·
            the
      consummation of a liquidation, merger, stock exchange or other similar
      transaction which results in all of our stockholders having the right to
      exchange their shares of common stock for cash, securities or other
      property subsequent to our consummating the business combination with
      ePAK.






During the escrow period, the holders
of these shares will not be able to sell or transfer their securities except to
their spouses and children or trusts established for their benefit, but will
retain all other rights as our stockholders, including, without limitation, the
right to vote their shares of common stock and the right to receive cash
dividends, if declared.  If dividends are declared and payable in
shares of common stock, such dividends will also be placed in
escrow.  If we are unable to effect a business combination and
liquidate, none of our existing stockholders will receive any portion of the
liquidation proceeds with respect to their initial shares.




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






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






In
December 2005, we issued 875,000 shares of our common stock to the individuals
set forth below for $25,000 in cash, at an average purchase price of
approximately $0.029 per share as follows:









Name
            Number of
      Shares
            Relationship to
      UsDon
      K. Rice
            695,000
            Chairman
      of the Board, Chief Executive Officer, President and
    TreasurerStephen
      L. Brown
            60,000
            Secretary
      and DirectorRussell
      C. Ball III
            60,000
            DirectorArthur
      Spector
            60,000
            Special
      Advisor




Effective
April 19, 2006, our board of directors authorized a stock dividend of 0.714285
shares of common stock for each outstanding share of common stock, effectively
lowering the purchase price to $0.0167 per share.






The
holders of the majority of these shares are entitled to make up to two demands
that we register these shares.  The holders of the majority of these
shares may elect to exercise these registration rights at any time commencing
three months prior to the date on which these shares of common stock are
released from escrow.  In addition, these stockholders have certain
“piggy-back” registration rights with respect to registration statements filed
subsequent to the date on which these shares of common stock are released from
escrow.  We will bear the expenses incurred in connection with the
filing of any such registration statements.









Each of
our Founders also entered into a letter agreement with us and EarlyBirdCapital
pursuant to which, among other things:






·
            each
      agreed to vote all Founder Shares owned by him in accordance with the
      majority of the shares sold in the Offering if we solicit approval of our
      stockholders for a business
combination;






·
            if
      we fail to consummate a business combination by May 17, 2008, each agreed
      to take all reasonable actions within his power to cause us to dissolve
      and liquidate as soon as reasonably
practicable;






·
            each
      waived any and all rights he may have to receive any distribution of cash,
      property or other assets as a result of such liquidation with respect to
      his founder shares;






·
            each
      agreed that he and his affiliates will not be entitled to receive and will
      not accept any compensation for services rendered to us prior to the
      consummation of our business combination;
and






·
            each
      agreed that he and his affiliates will not be entitled to receive or
      accept a finder’s fee or any other compensation in the event he or his
      affiliates originate a business
combination.






Don K.
Rice, our chairman of the board, chief executive officer, president and
treasurer, has purchased insider units (for an aggregate purchase price of
$1,000,002) from us.  This purchase took place on a private placement
basis simultaneously with the consummation of the Offering.  All of
the proceeds received from this purchase were placed in the trust
fund.  The insider units are identical to the units offered in the
Offering; however, Mr. Rice has waived his right to receive distributions upon
our liquidation prior to a business combination with respect to the securities
underlying the insider units.  Additionally, he has agreed that the
insider units and underlying securities will not be sold or transferred by him
until after we have completed a business combination.




400
Building LLC, an affiliate of Arthur Spector, has agreed that, commencing May
11, 2006 through the acquisition of a target business or our dissolution and
liquidation, it will make available to us a small amount of office space and
certain office and secretarial services, as we may require from time to time. We
have agreed to pay 400 Building LLC $7,500 per month for these services. Mr.
Spector is the sole member and sole manager of 400 Building LLC and, as a
result, will benefit from the transaction to the extent of his interest in 400
Building LLC. However, this arrangement is solely for our benefit and is not
intended to provide Mr. Spector compensation in lieu of a salary. We believe,
based on rents and fees for similar services in the Philadelphia metropolitan
area, that the fee charged by 400 Building LLC is at least as favorable as we
could have obtained from an unaffiliated person. However, as our directors may
not be deemed “independent,” we did not have the benefit of disinterested
directors approving this transaction.




Don K.
Rice advanced us an aggregate of $80,000 to cover expenses related to the
Offering. The loan was repaid on May 24, 2006 from the proceeds of the Offering
not placed in trust.




We will
reimburse our officers, directors and special advisor for any reasonable
out-of-pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target
businesses and business combinations.  There is no limit on the amount
of out-of-pocket expenses reimbursable by us, which will be reviewed only by our
board or a court of competent jurisdiction if such reimbursement is challenged.
As of December 28, 2007 Ascend has reimbursed an aggregate of $72,373 for these
expenses.









Other
than the $7,500 per-month administrative fee 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 which is affiliated with any of our officers, directors or founders, we
are not prohibited from entering into other related-party
transactions.





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




Currently, only
Russell C. Ball would be considered “independent” as that term is commonly
used.  In connection with the proposed business combination with ePAK,
we are required to become listed on Nasdaq.  Nasdaq rules require that
our board of directors be comprised of a majority of independent directors. We
will 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.




For a
complete discussion of the independence of our directors following the business
combination with ePAK, see our filings referred to in Part I, Item I under
“Recent Developments.”




Item
13. Exhibits and Reports on Form 8-K.







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





Exhibit
      No.
            Description2.1
            Agreement
      and Plan of Reorganization by and among the Registrant,e.PAK
      Resources (S) pte. Ltd. and others, dated as of July 30, 2007
      (3)2.2
            Amendment
      No.1 to the Agreement and Plan of Reorganization(4)3.1
            Amended
      and Restated Certificate of Incorporation. (1)3.2
            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)4.6
            Warrant
      Clarification Agreement, dated December 31, 2006, between
    theRegistrant
      and Continental Stock Transfer & Trust Company. (2)10.1
            Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and
Don
              K.
      Rice. (1)









10.2
            Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and
              Russell
      C. Ball III. (1)10.3
            Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and
              Stephen
      L. Brown. (1)10.4
            Letter
      Agreement among the Registrant, EarlyBirdCapital, Inc. and
              Arthur
      Spector. (1)10.5
            Form
      of Investment Management Trust Agreement between Continental
              Stock
      Transfer & Trust Company and the Registrant. (1)10.6
            Form
      of Stock Escrow Agreement between the Registrant, Continental
              Stock
      Transfer & Trust Company and the Initial Stockholders.
    (1)10.7
            Form
      of Letter Agreement between 400 Building LLC and Registrant
              regarding
      administrative support. (1)10.8
            Promissory
      Note, dated December 20, 2005 issued to Don K. Rice.
(1)10.9
            Form
      of Registration Rights Agreement among the Registrant and the
              initial
      Stockholders. (1)10.10
            Subscription
      Agreement among the Registrant, Don K. Rice, Graubard
              Miller
      and EarlyBirdCapital, Inc.10.11
            Warrant
      Purchase Agreement among EarlyBirdCapital, Inc. and Don K.
              Rice.
      (1)10.12
            Letter
      agreement, dated March 8, 2006, among the Registrant, Don K.
              Rice,
      Russell C. Ball III, Stephen L. Brown and Arthur Spector. (1)10.13
            Form
      of Voting Agreement to be delivered in connection with proposed business
      combination with e.PAK Resources (S) pte. Ltd.(3)10.14
            Form
      of Lock-up Agreement to be delivered in connection with proposed business
      combination with e.PAK resources (S) pte. Ltd.(3)10.15
            Form
      of Employment Agreement between Continuing Corp and Steve Dezso and
      others(3)10.16
            Form
      of Employment Agreement between EPAK and Richard Brook
  (3)10.17
            Form
      of Escrow Agreement to be delivered in connection with proposed business
      combination with e.PAK resources (S) pte. Ltd.(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, filed July
      31, 2007.


(4)
            Incorporated
      by reference to the Registrant’s Registration Statement on Form S-4, File
      No. 333-148427.










Item
14. Principal Accountant Fees and Services.





The firm of Goldstein Golub Kessler LLP
(“GGK”) acted as our principal accountant.  GGK had a continuing
relationship with RSM McGladrey, Inc. (“RSM”), from which it leases auditing
staff who are full time, permanent employees of RSM and through which its
partners provide non-audit services.  GGK has no full time employees
and therefore, none of the audit services performed were provided by permanent
full-time employees of GGK.  GGK managed and supervised the audit and
audit staff, and was exclusively responsible for the opinion rendered in
connection with this examination.




Other
services, which consist of tax return preparation services and do not include
Financial Information Systems Design and Implementation fees, have been provided
by RSM.





On
December 31, 2007, Ascend was notified that the partners of GGK became partners
of McGladrey & Pullen, LLP (“M&P”) in a limited asset purchase agreement
and that, as a result thereof, GGK has resigned as independent registered public
accounting firm for Ascend. M&P was subsequently engaged as the Company’s
new independent registered public accounting firm.The following is a summary
of fees paid to our principal accountant for services provided.





Audit
Fees




During
2006, GGK charged $14,000 for work performed in connection with our Form 10-QSB
filings for the quarters ended March 31, 2006, June 30, 2006 and September 30,
2006.  We were charged $13,000 by our principal accountant in
connection with the audit of our December 31, 2006 financial
statements.




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 expect to be billed $18,000 - $23,000 by M&P in
connection with the audit of the December 31, 2007 financial
statements.





GGK
charged us $35,000 for services they performed in connection with our initial
public offering, including the financial statements included in the Current
Report of Form 8-K filed with the Securities and Exchange Commission on May 18,
2006.





Audit–Related
Fees




During
2006 and 2005, our principal accountant did not render assurance and related
services reasonably related to the performance of the audit or review of
financial statements.During 2007, GGK billed
the Company $1,578 relating to such services.





Tax
Fees





During
2006, RSM charged us $2,300 for preparation of our 2005 federal tax
return.





All
Other Fees





During
2006 and 2005, there were no fees billed for products and services provided by
the principal accountant other than those set forth above.GGK is providing services
with respect to the registration statement of which this proxy
statement/prospectus is a part and has billed Ascend $20,310 for services
performed through December 31, 2007 in connection with these
services.









Audit
Committee Approval




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

















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
      28, 2008







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
      28, 2008





/s/
      Stephen L. BrownStephen
      L. BrownSecretary
      and DirectorDate:   March
      28, 2008





/s/
      Russell C. Ball IIIRussell
      C. Ball IIIDirectorDate:   March
      28, 2008