ascend_ricesc13da7-012411.htm

PURPOSES OF AMENDMENT

This Amendment No. 7 to Schedule 13D relates to shares of common stock in Ascend Acquisition Corp., a Delaware corporation (the "Issuer"). This Amendment No. 7 supplements and amends the initial statement on Schedule 13D filed on August 8, 2007 (the "Initial Statement") by Don K. Rice, as previously amended by an Amendment No. 1 filed on November 20, 2008, an Amendment No. 2 filed on August 7, 2009, Amendment No. 3 filed on February 12, 2010, Amendment No. 4 filed on March 18, 2010, Amendment No. 5 filed on August 24, 2010 and Amendment No. 6 filed on January 14, 2011. This Amendment No. 7 is being filed to report a change in Mr. Rice’s beneficial ownership due to his sale of a ll outstanding shares of the Issuer’s common stock previously held by him. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Initial Statement, as heretofore amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6. All share figures and per-share price figures take into account a one-for-ten reverse stock split effected in 2008.

ITEM 3. Source and Amount of Funds or Other Consideration

Item 3 of the Initial Statement is being amended to read in its entirety as follows:

“In December 2005, in connection with the Issuer’s formation, Rice purchased 69,500 shares of Common Stock at a purchase price of approximately $0.29 per share. Rice used his personal funds to purchase such shares at that time. Effective April 19, 2006, the Issuer’s 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 approximately $0.167 per share (and increasing the number of shares held by Rice to 119,143 shares).

In May 2006, simultaneously with the Issuer’s public offering of units (“Units”), Rice purchased 166,667 Units on a private basis for $6.00 per Unit, or an aggregate purchase price of $1,000,002. Each Unit consisted of one-tenth of one share of Common Stock and two warrants to purchase one-tenth of one share of Common Stock (“Warrants”). The Warrants had an exercise price of $50.00 per share and would have become exercisable upon completion by the Issuer of a business combination with a target business. Rice used his personal funds to purchase such Units at that time. These Warrants have expired unexercised.

At the same time, Rice also committed to place a limit order to purchase up to $250,000 Warrants in the open market at prices not to exceed $0.60 per Warrant during the three month period beginning on the later of (i) 60 days after the completion of the distribution of the Issuer’s Units and (ii) the commencement of separate trading of the Warrants. During this three-month period, Rice purchased 620,000 Warrants using his personal funds. These Warrants have expired unexercised.

On November 18, 2008, Mr. Rice transferred 13,581 shares to extinguish legal fees owed by the Issuer to a law firm in the aggregate amount of $617,490 as of September 30, 2008.

On November 18, 2008, the Issuer executed in favor of Mr. Rice a promissory note convertible into up to 4,875,000 shares of Common Stock to represent certain outstanding indebtedness then owed by Issuer to Mr. Rice.

On August 7, 2009, the Issuer executed in favor of Mr. Rice a promissory note convertible into up to 1,000,000 shares of Common Stock to represent certain outstanding indebtedness then owed by Issuer to Mr. Rice.

On January 11 and 12, 2010, Mr. Rice purchased on the open market an aggregate of 95,750 shares at a per-share purchase price of $.05.

On March 16, 2010, the Issuer executed in favor of Mr. Rice a promissory note convertible into up to 500,000 shares of Common Stock to represent certain outstanding indebtedness then owed by Issuer to Mr. Rice.”

On August 18, 2010, the Issuer executed in favor of Mr. Rice a promissory note convertible into up to 600,000 shares of Common Stock to represent certain outstanding indebtedness then owed by Issuer to Mr. Rice.”

On January 5, 2011, the Issuer executed in favor of Mr. Rice a promissory note convertible into up to 100,000 shares of Common Stock to represent certain outstanding indebtedness then owed by Issuer to Mr. Rice.

On January 12, 2011, Mr. Rice converted each of the five convertible promissory notes described above into an aggregate of 7,075,000 shares of Common Stock.

On January 21, 2011, Mr. Rice sold all 7,293,550 shares of Common Stock theretofore held by him in a privately negotiated transaction for an aggregate purchase price of $310,000.”

Item 4.

Purpose of Transaction

Item 4 of the Initial Statement is being amended to read in its entirety as follows:

“On January 21, 2011, Mr. Rice sold all 7,293,550 shares of Common Stock theretofore held by him to liquidate his investment in Issuer.”

Item 5.

Interest in Securities of the Issuer

Item 5 of the Initial Statement is being amended to read in its entirety as follows:

“Rice beneficially owns no shares of Common Stock for which he is the beneficial owner. Other than for his receipt of the convertible promissory note described above, the conversion of the five convertible promissory notes described above and the sale of all outstanding shares of Common Stock previously held by him, Mr. Rice has not effected any transaction in or with respect to the Common Stock during the past 60 days.”

SIGNATURE

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

Dated: January 24, 2011

:/S/ Don K. Rice

Don K. Rice, individually

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT

CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

(SEE 18 U.S.C. 1001).