10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

Commission file number: 000-51840

ASCEND ACQUISITION CORP.
(Exact Name of Small Business Issuer as Specified 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)

(610) 519-1336

(Issuer’s telephone number)

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

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

Large accelerated filer	[    ]	Accelerated filer	[    ]
Non-accelerated filer	[    ]	Smaller reporting company	[ X ]

(Do not check if smaller reporting company)

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:    856,675 common shares as of November 14, 2008

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 PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED BALANCE SHEETS

(UNAUDITED)

	September 30, 2008			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	20,238		$	10,508
Investments held in trust		-			40,656,728
Prepaid expenses and other receivables		-			10,937
Deferred income taxes		-			29,900
Total assets	$	20,238		$	40,708,073
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued expenses (including related parties         of $68,823 and $114,498, respectively)	$	706,502		$	680,414
Income taxes payable		-			29,900
Deferred interest		-			429,088
Deferred payment due to underwriter		-			952,200
Notes payable to related party		100,000			-
Total liabilities		806,502			2,091,602
Commitments
Common stock, subject to possible conversion, 137,931 shares, as adjusted		-			7,698,189
Stockholders’ (Deficit) Equity:
Preferred stock, $.0001 par value, authorized 1,000,000 shares; none    issued		-			-
Common stock, $.0001 par value, authorized 300,000,000 and        30,000,000 shares, respectively; issued and outstanding 856,675        shares, as adjusted (which includes 137,931 shares subject to        possible conversion at December 31, 2007)		86			86
Additional paid-in capital		-			30,530,189
Retained (deficit) earnings accumulated during development stage		(786,350	)		388,037
Total stockholders’ (deficit) equity		(786,264	)		30,918,282
Total liabilities and stockholders’ (deficit) equity	$	20,238		$	40,708,073

See accompanying notes to unaudited condensed financial statements.

2

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF EXPENSES

(UNAUDITED)

	Quarter Ended September 30,						Nine Months Ended September 30,						December 5, 2005 (Inception) to September 30,
	2008			2007			2008			2007			2008
General and administrative expenses	$	40,896		$	348,500		$	202,294		$	707,345		$	1,544,384
Operating loss		(40,896	)		(348,500	)		(202,294	)		(707,345	)		(1,544,384	)
Other income:
Interest income		-			176			-			4,167			12,689
Interest on trust fund investment		-			268,026			335,120			789,022			2,052,558
Total other income		-			268,202			335,120			793,189			2,065,247
(Loss) income before income taxes		(40,896	)		(80,298	)		132,826			85,844			520,863
Income tax benefit		-			-			-			32,700			-
Net (loss) income	$	(40,896	)	$	(80,298	)	$	132,826		$	118,544		$	520,863

Weighted average shares of common
stock outstanding (basic and
diluted), as adjusted		856,675			856,675			856,675		856,675		747,847
(Loss) earnings per common share     (basic and diluted)	$	(.05	)	$	(.09	)	$	.16	$	.14	$	.70

See accompanying notes to unaudited condensed financial statements.

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ASCEND ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months  Ended September 30, 2008			Nine Months Ended September 30, 2007			December 5, 2005 (Inception) to September 30,  2008
Cash flows from operating activities:
Net income	$	132,826		$	118,544		$	520,863
Adjustments to reconcile net income to net cash used in  operating activities:
Interest income on investments held in trust		(546,948	)		(986,155	)		(2,693,473	)
Change in operating assets and liabilities:
Decrease in prepaid expenses and other receivables		10,937			218			-
Decrease in deferred tax asset		29,900			-			-
Increase in accounts payable and accrued expenses		26,088			329,865			706,502
(Decrease) in income taxes payable		(29,900	)		(14,700	)		-
Increase in deferred interest		211,827			197,132			640,915
Net cash used in operating activities		(165,270	)		(355,096	)		(825,193	)
Cash flows from investing activities:
Purchase of treasury bills held in trust		-			-			(15,485,695	)
Purchase of municipal securities held in trust		-			-			(30,809,507	)
Sale/maturity of treasury bills held in trust		-			-			15,613,788
Sale of municipal securities held in trust		-			-			31,176,329
Purchase of Pennsylvania municipal securities held in trust		-			-			(39,005,118	)
Redemption of Pennsylvania municipal securities held in trust		(41,053,675	)		-			(41,053,675	)
Distribution of trust assets to public shareholders		41,128,675			-			41,128,675
Net cash provided by (used in) investing activities		75,000			-			(38,435,203	)
Cash flows from financing activities:
Gross proceeds from initial public offering		-			-			41,400,000
Proceeds from note payable to stockholder		100,000			-			180,000
Repayment of note payable to stockholder		-			-			(80,000	)
Proceeds from sale of shares of common stock to founding stockholders		-			-			25,000
Proceeds from issuance of option		-			-			100
Proceeds from sale of insider units		-			-			1,000,002
Payment of costs of public offering		-			-			(3,244,468	)
Net cash provided by financing activities		100,000			-			39,280,634
Net increase (decrease) in cash and cash equivalents		9,730			(355,096	)		20,238
Cash and cash equivalents at beginning of period		10,508			423,590			-
Cash and cash equivalents at end of period	$	20,238		$	68,494		$	20,238

Supplemental schedule of non-cash financing activity:
Deferred payment due to underwriter	$	(952,200	)	$	-	$	-

See accompanying notes to unaudited condensed financial statements.

4

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.  Basis of Presentation

Thecondensed financial statements at September 30, 2008 and for the three and nine month periods ended September 30, 2008 and 2007 and for the period from December 5, 2005 (inception) to September 30, 2008 are unaudited and include the accounts of Ascend Acquisition Corp. (a corporation in the development stage) (“the Company”).  The condensed balance sheet at December 31, 2007 has been derived from the audited financial statements included in the Company’s 10-KSB filed on March 28, 2008.

In the opinion of management, all adjustments (consisting of normal accruals) have been made that are necessary to present fairly the financial position of the Company as of September 30, 2008 and the results of its operations for the three and six months ended September 30, 2008 and 2007 and its cash flows for the nine months ended September 30, 2008 and 2007.  All activity from December 5, 2005 (inception) through May 17, 2006 relates to the Company’s formation and the public offering described below.  Operating results for the interim period presented are not necessarily indicative of the results to be expected for a full year.

The statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.  Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.

2.  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 6).  Substantially all of the net proceeds of the Offering were intended to be generally applied toward consummating a business combination with an operating business (“Business Combination”).  The Company was required to complete a Business Combination by May 17, 2008.  On April 28, 2008, the Company announced that it was abandoning its proposed Business Combination with e.PAK Resources (S) Pte. Ltd. (“ePAK”).  Accordingly, the Company faced mandatory liquidation.

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

5

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS – (Continued)

3. Note payable to related party

On June 16, 2008, Ascend Acquisition issued a promissory note for $100,000 to Don K. Rice. The note bears interest at a fixed rate of 5% per annum and is due on demand. Accrued and unpaid interest on the note was $1,452 at September 30, 2008.

4.  Earnings per Share

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

	Quarter Ended September 30,						Nine Months Ended September 30,				December 5, 2005 (Inception) to September 30,
	2008			2007			2008		2007		2008
Numerator:  Net income (loss)	$	(40,896	)	$	(80,298	)	$	132,826	$	118,544	$	520,863
Denominator: Average common    shares outstanding		856,675			856,675			856,675		856,675		747,847
Basic and diluted earnings per share	$	(.05	)	$	(.09	)	$	.16	$	.14	$	.70

No computation for diluted earnings per share was prepared for the Redeemable Common Stock Purchase Warrants to purchase an aggregate of 1,413,334 shares of common stock at $50.00 per share and the underwriters’ option to purchase 300,000 Units at an exercise price of $7.50 per Unit, respectively, that were outstanding at September 30, 2008 because the shares underlying the conversion of the warrants and units are in excess of the related market value.

5.  Stockholders’ Equity

The Offering

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

The Company agreed to pay EarlyBirdCapital, Inc., the underwriter in the Offering (“Underwriter”), an underwriting discount of 8% of the gross proceeds of the Offering and a non-accountable expense allowance of

6

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS – (Continued)

5.  Stockholders’ Equity (continued)

The Offering (continued)

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

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

Common Stock

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

6. Commitments

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

7. Abandoned Business Combination

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

7

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS – (Continued)

7. Abandoned Business Combination (continued)

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

During the second and third quarters of 2008, management negotiated reduced rates with several vendors as a result of the abandonment of the business combination.  As adjustments were agreed upon, the related expense account was credited for the reduction in the current period.  As of September 30, 2008, the Company was negotiating with one legal firm the satisfaction of an outstanding balance totaling $617,490 owed by the Company to it.  On November 12, 2008, this law firm released the Company from all amounts that the Company owed to it, in consideration of the transfer to it of certain of the Company’s common shares owned by Don K. Rice, an officer and a director of the Company.

8

Item 2. Management’s Discussion and Analysis.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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,” “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 our other Securities and Exchange Commission filings.  The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

General

We were formed on December 5, 2005 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with a currently unidentified operating business.  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.

On April 28, 2008, we announced that we have abandoned our proposed business combination with e.PAK Resources (S) Pte. Ltd. (“ePAK”).  We were required to complete our business combination with ePAK by May 17, 2008. Because the Company did not consummate a qualifying Business Combination prior to May 17, 2008, the board of directors is (among other things) contemplating alternatives for preserving value for stockholders.

Distribution of the Trust Fund

The Company distributed the amounts in the Trust Fund on September 18, 2008 of approximately $41 million (approximately $5.96 per IPO Share).  Only holders of our IPO Shares received proceeds from the distribution of the Trust Fund, after establishing a reserve for Delaware franchise taxes expected to be paid in the amount of approximately $75,000.  As of September 30, 2008, we had accrued and unpaid liabilities of approximately $806,502 as of the balance sheet date, including an aggregate of approximately $168,823 owed to Don K. Rice, an officer and a director of ours.  On November 12, 2008, our largest trade creditor to which we owed $617,490 as of September 30, 2008 released us from all amounts that we owed to it, in consideration of the transfer to it of certain of our shares owned by Don K. Rice, an officer and a director of ours.  As a result of this release, we owe only $20,189 to vendors other than Mr. Rice.  Mr. Rice has agreed that if we liquidate before the completion of a business combination and distribute the proceeds held in trust to our public stockholders, he would 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.   Since no obligations of Mr. Rice are collateralized or otherwise guaranteed, we cannot assure you that he will perform any obligation that he may have or that stockholders will be able to enforce any such obligation.  As a result, the indemnification described above may not effectively mitigate the risk of creditors' claims upon the amounts distributed to the holders of the IPO Shares from the Trust Fund.  Under Delaware law, holders of IPO Shares could be required to return a portion of the distributions that they receive up to their pro rata share of the liabilities not so discharged, but not in excess of the total amounts that they separately receive.  Because of the satisfaction of nearly all of known liabilities, management believes that the exposure of holders of IPO Shares in this regard is minimal.

9

Current Activities

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

Results of Operations

Financial results for the periods discussed in this Report will not be directly comparable to financial results for future periods, because the Company distributed the assets of its trust fund to its public stockholders on September 18, 2008.  These assets were virtually the sole source of the Company’s income.  Moreover, the Company has significantly curtailed its business efforts, which should result in lower costs and expenses.

Quarter Ended September 30, 2008 Compared to the Quarter Ended September 30, 2007

 General and administrative expenses for the quarter ended September 30, 2008 were $40,896 compared to $348,500 for the quarter ended September 30, 2007, a decrease of $307,604.  The Company was pursuing acquisition candidates in 2007.  As a result, legal and professional fees were $280,837 higher in the quarter ended September 30, 2007 compared to September 30, 2008.  In addition, the Company has an administrative services agreement to an affiliate of our special advisor, Arthur Spector, of $7,500 per month.  As a result of the abandonment of the business combination in 2008, the fee was waived.  The quarter ended September 30, 2007 includes $22,500 of administrative services fees.

With the abandonment of the proposed business acquisition, the Company was required to repay the trust fund assets to its public shareholders.  In the quarter ended September 30, 2007, the trust fund assets and other interest bearing bank deposits earned $268,026.  All interest earned on the trust fund assets in the quarter ended September 30, 2008, through the repayment date of September 18, 2008, was deferred, since it had been determined it would be distributed to public shareholders and not available to the Company.

Net loss for the quarter ended September 30, 2008 was $40,896, compared to $80,298 for the quarter ended September 30, 2007, as a result of the items mentioned above.

Nine Months Ended September 30, 2008 Compared to the Nine Months Ended September 30, 2007

General and administrative expenses for the nine months ended September 30, 2008 were $202,294, compared to $707,345 for the nine months ended September 30, 2007, a decrease of $505,051.  The Company was pursuing acquisition candidates in 2007.  As a result, legal and professional fees were $399,240 higher in the nine months ended September 30, 2007 compared to September 30, 2008.  In addition, the Company has an administrative services agreement to an affiliate of our special advisor, Arthur Spector, of $7,500 per month.  As a result of the abandonment of the business combination in 2008, the fee was waived for 2008 and unpaid amounts from 2007 were also waived.  This resulted in a credit of $75,000 for the nine months ended September 30, 2008, compared to expense of $67,500 for the nine months ended September 30, 2007.  Lastly, as a result of filing a definitive proxy agreement and other filing with the SEC, public company costs, primarily relating to printers costs, were $58,515 higher for the nine months ended September 30, 2008 compared to the nine months ended September 30, 2007.

Interest income was $335,120 for the nine months ended September 30, 2008 compared to $793,189 for the nine months ended September 30, 2007, a decrease of $458,069.  The decrease is a result of the abandoned business combination in 2008 which required the trust assets to be distributed to public shareholders (approximately $268,000 of the decrease) and a decrease in interest rates from 2007 to 2008.

10

Net income for the nine months ended September 30, 2008 was $132,826, compared to $118,544 for the nine months ended September 30, 2007, as a result of the items mentioned above and a $32,700 income tax benefit in the nine months ended September 30, 2007.

Liquidity and Capital Resources

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

Off-balance sheet arrangements

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

11

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that 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 (principal executive, financial and accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2008. Based upon his evaluation, he concluded that our disclosure controls and procedures were effective.

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and effected by our 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 (United States). 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 (United States), and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors 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.

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.

12

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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.

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. $38,510,202 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.

On September 18, 2008, we distributed the assets of our trust fund to our public stockholders, thereby ending the use of proceeds from the Offering.

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

On September 4, 2008, the Company’s special meeting of the Company's stockholders, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended), was convened for the purpose of (a) considering the elimination of Article Six from the Company’s certificate of incorporation so that the Company could continue as a corporation beyond the time specified in Article Six, (b) considering the amendment of the Company’s certificate of incorporation to increase the authorized shares of common stock from 30,000,000 shares to 300,000,000 shares of common, and (c) considering the amendment of the Company’s certificate of incorporation to effect a one-for-ten reverse stock split of the Company’s common stock.

The Company's stockholders approved the elimination of Article Six from the Company’s certificate of incorporation.  The following are the results of the voting on this proposal:

	Percentage of		Percentage of
For	Votes "For"	Against	Votes “Against”	Abstain
7,388,606	99%	71,800	1%	-0-

In addition, the Company's stockholders approved the amendment of the Company’s certificate of incorporation to increase the authorized shares of common stock from 30,000,000 shares to 300,000,000 shares of common.  The following are the results of the voting on this amendment:

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	Percentage of		Percentage of
For	Votes "For"	Against	Votes “Against”	Abstain
6,419,989	86.1%	1,040,417	13.9%	-0-

In addition, the Company's stockholders approved the amendment of the Company’s certificate of incorporation to effect a one-for-ten reverse stock split of the Company's common stock.  The following are the results of the voting on this amendment:

	Percentage of		Percentage of
For	Votes "For"	Against	Votes “Against”	Abstain
6,419,989	86.1%	1,040,417	13.9%	-0-

Item 6.  Exhibits.

EXHIBITS

Exhibit No.	Description
4	Second Amended and Restated Certificate of Incorporation
31	Certification of Chairman, Chief Executive Officer and President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chairman, Chief Executive Officer and President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements 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. Rice

Don K. Rice

Chairman of the Board, Chief Executive Officer,

President and Treasurer

(Principal executive officer and principal financial and

accounting officer)

Date:  November14, 2008

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EX-4

EXHIBIT 4

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

ASCEND ACQUISITION CORP.

                The undersigned, Don K. Rice, hereby certifies that:

                ONE: He is the duly elected and acting Secretary of the corporation.

                TWO: The name of the corporation is Ascend Acquisition Corp. and the corporation was originally incorporated on December 5, 2005, pursuant to the General Corporation Law of the State of Delaware.

                THREE: The Certificate of Incorporation of the corporation shall be amended and restated to read in full as follows:

FIRST: The name of the corporation is Ascend Acquisition Corp. (hereinafter sometimes referred to as the "Corporation").

           SECOND: The registered office of the Corporation is to be located at 615 S. DuPont Hwy., Kent County, Dover, Delaware. The name of its registered agent at that address is National Corporate Research, Ltd.

           THIRD: The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the GCL.

           FOURTH: The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 301,000,000 of which 300,000,000 shares shall be Common Stock of the par value of $.0001 per share and 1,000,000 shares shall be Preferred Stock of the par value of $.0001 per share.

A.          Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a "Preferred Stock Designation") and as may be permitted by the GCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

B.          Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

C.          Upon the effectiveness of the filing with the Secretary of State of Delaware of Articles of Amendment to the Certificate of Incorporation or a Second Amended and Restated

 Certificate of Incorporation adding this paragraph to the Corporation’s certificate of incorporation, each ten (10) shares of Common Stock issued and outstanding immediately prior to the filing of such Articles of Amendment as aforesaid shall be combined into one (1) share of validly issued, fully paid and non-assessable Common Stock.  As soon as practicable after such date, the Corporation shall request holders of the Common Stock to be combined in accordance with the preceding to surrender certificates representing their Common Stock to the Corporation's authorized agent, and each such stockholder shall receive upon such surrender one or more stock certificates to evidence and represent the number of shares of Common Stock to which such stockholder is entitled after the combination of shares provided for herein; provided, however, that this Corporation shall not issue fractional shares of Common Stock in connection with this combination, but all fractional shares that would otherwise result shall be rounded up to one whole share of Common Stock.

FIFTH:	[INTENTIONALLY OMITTED]
SIXTH:	[INTENTIONALLY OMITTED]

           SEVENTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

           A.           Election of directors need not be by ballot unless the by-laws of the Corporation so provide.

           B.           The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the by-laws of the Corporation as provided in the by-laws of the Corporation.

           C.           The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors' interests, or for any other reason.

           D.           In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any by-laws from time to time made by the stockholders; provided, however, that no by-law so made shall

2

 invalidate any prior act of the directors which would have been valid if such by-law had not been made.

           EIGHTH:  A.   A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of this paragraph A by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

           B.  The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.

           NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

* * *

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                FOUR: The foregoing Second Amended and Restated Certificate of Incorporation has been duly adopted by the corporation’s Board of Directors in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law.

           FIFTH: The foregoing Second Amended and Restated Certificate of Incorporation will become effective on September 23, 2008 at 12:01 a.m. in accordance with the provision of Section 103(d) of the Delaware General Corporation Law.

                 IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation on September 17, 2008.

ASCEND ACQUISITION CORP.
By:_________________________________
	Don K. Rice, Secretary

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EX-31

EXHIBIT 31

CERTIFICATION OF CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Don K. Rice, Chairman of the Board, Chief Executive Officer, President and Treasurer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Ascend Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2008

 /s/ Don K. Rice

Don K. Rice

Chairman of the Board, Chief Executive Officer, President

and Treasurer  (Principal executive and financial officer)

16

EX-32

EXHIBIT 32

CERTIFICATION OF CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies that the quarterly report on Form 10-Q of Ascend Acquisition Corp. (“the Registrant”) for the quarter ended September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations  of the Registrant.

Dated: November 14, 2008

/s/ Don K. Rice

Don K. Rice

Chairman of the Board,  Chief

Executive Officer, President and

Treasurer (Principal executive

and financial officer)

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