8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest

event reported):  November 12, 2008

ASCEND ACQUISITION CORP.

(Exact name of registrant as specified in its Charter)

Delaware	000-51840	20-3881465
(State or other	(Commission File	(IRS Employer
jurisdiction of Incorporation)	Number)	Identification Number)

435 Devon Park Drive, Bldg. 400, Wayne, Pennsylvania	19087
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number,

including area code:   (610) 519-1336

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement

On November 12, 2008, Ascend Acquisition Corp. (the “Company”) and Don K. Rice (a Company officer and director, and the Company’s largest stockholder), on the one hand, and the law firm of Graubard Miller (“GM”), on the other hand, entered into an Agreement and Release Agreement (the “Agreement”), whereby Rice agreed (a) to transfer now to GM 13,581 shares of the Company’s common stock owned by him and (b) to transfer to GM in the future 10% of any additional shares of the Company’s common stock that Rice may hereafter acquire.  Rice agreed to such transfers in consideration of GM’s release of the Company from all legal fees and expenses owed by the Company to GM for legal services heretofore provided by GM to the Company.  As of September 30, 2008, the Company owed a total of $617,490 to GM.  Rice is currently in the process of arranging for the transfer to GM of 13,581 of his shares.

The preceding description of the terms, provisions and conditions of the Agreement is a summary and is qualified in its entirety by the copy of the Agreement that is attached hereto as Exhibits 10.1.

Moreover, on November 18, 2008, the Company executed a convertible promissory note (the “Note”) in favor of Don K. Rice, a Company officer and director, representing the original principal amount of $195,000.  The Note represents amounts heretofore owed by the Company to Mr. Rice (including an approximately $25,000 advance made on or about November 18, 2008), as well as interest that has accrued with respect to such amounts.   The Note is due and payable in full on demand, and bears interest at the rate of five percent (5.0%) per annum.

At any time prior to the payment in full of the entire balance of the Note, Mr. Rice has the option of converting all or any portion of the unpaid balance of the Note into shares of the Company’s common stock at a conversion price equal to $0.04 per share, subject to adjustment upon certain events.  The conversion price was based on the recent market price and near non-liquidity of the Company’s common stock, the number of shares that would be issued and the effect that the sale of such shares would have on the market for the Company’s common stock, and the legal constraints on the sale of such shares.  Assuming no adjustment to the conversion price, if Mr. Rice converts the entire principal balance of the Note, he would receive 4,875,000 shares of the Company’s common stock.

The preceding description of the terms, provisions and conditions of the Note is a summary and is qualified in its entirety by the copy of the Note that is attached hereto as Exhibit 10.2.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.

Item 9.01.    Financial Statements and Exhibits.

(c)	Exhibits.
Exhibit
Number	Exhibit Title
10.1	Agreement and Release Agreement dated November 12, 2008 by and between Graubard Miller, on the one hand, and Don K. Rice and Ascend Acquisition Corp., a Delaware corporation, on the other hand
10.2	Convertible Promissory Note dated November 18, 2008 in the original principal amount of $195,000 executed by the Company in favor of Don K. Rice

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASCEND ACQUISITION CORP.
	(Registrant)
Date: November 18, 2008	By:	/s/ Don K. Rice
		Don K. Rice,
		Chief Executive Officer

EX-10.1

EXHIBIT 10.1

AGREEMENT AND RELEASE AGREEMENT

THIS AGREEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered into as of the 12th day of November, 2008 by and between Graubard Miller (“GM”), on the one hand, and Don K. Rice (“Rice”) and Ascend Acquisition Corp., a Delaware corporation (the "Company"), on the other hand.

Recitals

WHEREAS, GM is a law firm that has represented the Company in certain of its legal affairs;

WHEREAS, the Company owes a significant amount in legal fees and expenses to GM for legal services heretofore provided by GM to the Company; and

WHEREAS, Rice now owns 135,810 shares of the common stock of the Company (the "Common Stock"), after taking into account the Company’s recent one-for-10 reverse stock split;

WHEREAS, Rice may after the date hereof acquire the actual ownership of additional shares of Common Stock; and

WHEREAS, to settle all claims that GM has or might have against the Company for legal fees and expenses, billed or unbilled, for legal services heretofore provided by GM to the Company, (a) Rice desires to transfer to GM 10% of the shares of Common Stock described in the two recitals immediately preceding, subject to no liens, security interests, encumbrances, claims, charges or restrictions on the transfer thereof (other than those imposed by applicable securities laws), and (b) GM desires to acquire from Rice 10% of such shares, all upon and subject to the terms, provisions and conditions set forth herein;

Agreements

NOW, THEREFORE, in consideration of the issuance to GM of 13,581 shares of Common Stock provided for herein, $10.00, and other good and valuable consideration (the receipt, adequacy and sufficiency of which is hereby acknowledged and confessed by GM), each party hereto hereby agrees as follows:

1.           Rice hereby agrees to transfer promptly to GM, upon the delivery of this Agreement signed by GM, 13,581 shares of Common Stock, free and clear of any and all liens, security interests, encumbrances, claims, charges and restrictions on transfer, other than those imposed by applicable securities laws.  In the event that Rice and/or his affiliates should after the date hereof ever acquire the actual ownership of any additional shares of Common Stock in any manner or by any means, Rice shall use reasonable best efforts to cause to be transferred to GM promptly (but in no case later than five business days after Rice receives stock certificates representing such additional shares) 10% of the additional shares so acquired.  The transfer of shares provided for by this paragraph 1 shall constitute full payment of all legal fees and expenses, billed or unbilled, for legal services heretofore provided by GM to the Company.

2.           In consideration of the transfer of the shares of Common Stock pursuant to paragraph 1 above, GM and GM's successors and assigns, have this day released and by these presents do release, acquit and forever discharge the Company and its officers, directors, shareholders, employees, subsidiaries, affiliates, successors and assigns, from any and all Claims.  For purposes of this Agreement, "Claims" means all demands, complaints, claims, rights, actions, causes of actions, suits, proceedings, damages, judgments, costs, expenses, compensation, promises, agreements, debts, liabilities and obligations of any kind whatsoever, at common law, by statute, contract, or otherwise which GM has, might have, had or might have had in the past, against any person released hereby, known or unknown, directly or indirectly arising out of, resulting from or relating in any way to, any legal fees and expenses, billed or unbilled, for legal services heretofore provided by GM to the Company.

3.           It is expressly understood and agreed that the terms of this Agreement are contractual and not merely recitations and that the agreements herein contained are to compromise doubtful and disputed Claims, avoid litigation, and buy peace and that no releases or other consideration given shall be construed as an admission of liability, all liability being expressly denied by each party hereto.

4.           It is further understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter hereof.  No oral understandings, statements, promises, or inducements contrary to the terms of this Agreement exist.  This Agreement cannot be changed or terminated except in writing signed by all parties hereto.

5.           By execution of this Agreement, GM covenants and warrants to the Company that no Claim that GM has, might have, had or might have had in the past against any person released hereby, has previously been conveyed, assigned, or in any manner transferred, in whole or in part, to any third party.  GM expressly represents, covenants and warrants that GM has full authority to release any and all Claims GM has, might have, had or might have had in the past against each person released hereby.

6.           Should any court, by judgment or decree, determine that this Agreement does not fully and finally discharge all Claims which GM has, might have, had or might have had in the past against any person released hereby, prior to the date of this Agreement, then GM agrees to reform this document to release any such Claims not hereby released.

7.           GM warrants and represents that GM understands that this is a full, final, and complete settlement with each party released hereby of all known and unknown Claims that GM has, might have, had or might have had in the past, whether under statute or common law, or otherwise.  GM warrants and represents that it has been a law firm that has represented the Company, and that as such it is familiar with the business and financial condition, properties, operations and prospects of the Company, it has been given full access to all material information concerning the condition, properties, operations and prospects of the Company, it has had an opportunity to ask such questions of, and to receive such information from, the Company as it has desired and to obtain any additional information necessary to verify the accuracy of the information and data received, and it is satisfied that there is no material information concerning the condition,

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properties, operations and prospects of the Company, of which it is unaware; it has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of and an acquisition of the shares of Common Stock; it has reviewed its financial condition and commitments and that, based on such review, it is satisfied that it (a) has adequate means of providing for contingencies, (b) has no present or contemplated future need to dispose of all or any of the shares of the Common Stock to be acquired, to satisfy existing or contemplated undertakings, needs or indebtedness, (c) is capable of bearing for the indefinite future the economic risk of the ownership of the shares of Common Stock to be acquired, and (d) has assets or sources of income which, taken together, are more than sufficient so that it could bear the loss of the entire value of the shares of Common Stock to be acquired; it is and will be acquiring the shares of Common Stock solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the shares of Common Stock; it understands that the shares of Common Stock to be acquired have not been and are not likely to be registered under the Securities Act of 1933 or any state securities laws and therefore the shares of Common Stock to be acquired are and will be "restricted" under such laws and may not be resold without registration or an exemption therefrom, and all stock certificates representing shares of Common Stock to be issued to it will bear a legend to such effect; and it has not offered or sold and will not offer or sell any shares of Common Stock to be acquired and has no present intention of reselling or otherwise disposing of any shares of Common Stock to be acquired either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance.

8.  (a)    For purposes of this Section 8, the term "Business Combination" shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business by the Company.

(b)         Whenever Rice believes a proposed Business Combination is in the best interests of the Company and its stockholders, Rice shall give written notice to such effect to GM.  In such event, GM agrees that it will not take any action to hinder or prevent the consummation of the related Business Combination, and that it will vote all shares of Common Stock owned by it in favor of the related Business Combination if the consideration of the same is put to the Company’s stockholders for their approval.

9.           If in the future GM wishes to dispose of any of its shares of Common Stock acquired pursuant to this Agreement, GM shall first offer in writing to sell such shares of Common Stock to Rice, at a purchase price and on such terms as GM intends in good faith to sell to a bona fide third party.  Following the receipt of the written offer provided for hereinabove, Rice shall have an option, exercisable for fifteen (15) days, to purchase all or any portion of the shares of Common Stock proposed to be sold at the price and on the terms set forth in the notice.  In the event that all of the shares of Common Stock proposed to be sold by GM is not purchased in accordance herewith before the expiration of the time period esta­blished herein therefor, all of the shares of Common Stock may be sold, at a price no lower and upon terms no more favorable than the price and terms that the shares of Common Stock could have been purchased pursuant to the option that it was subject to.  Such sale shall be free and clear of the terms of this Agreement during the three-month period beginning after the expiration of the aforementioned 15-day period, but thereafter any shares of Common Stock not so sold shall again be subject to the terms and conditions of this

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Agreement.  The closing of the sale and purchase of any shares of Common Stock pursuant hereto shall occur within fifteen (15) days after the option is exercised in accordance herewith.  At the closing, (a) GM shall deliver the appropriate stock certificates, properly endorsed or accom­panied by a properly prepared and executed stock power, and (b) Rice shall deliver the consideration required herein.  All certificates representing shares of Common Stock now owned or that may hereafter be acquired by each Purchaser shall have a legend on the back thereof substantially as follows:

SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AGREEMENT THAT PROVIDES SIGNIFICANT RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES OF COMMON STOCK REPRESENTED HEREBY.

Such certificates shall state on the front thereof sub­stantially as follows:

SEE RESTRICTIONS ON TRANSFER HEREOF ON REVERSE SIDE.

10.           This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other parties hereto.  This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written, except as herein contained.  The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the first date written above.

GRAUBARD MILLER	ASCEND ACQUISITION CORP.
By:	By:
		Don K. Rice,
Name:		Chief Executive Officer
Title:	Address:	517 Fisher Road
		Bryn Mawr, PA 19010

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EX-10.2

EXHIBIT 10.2

PROMISSORY NOTE

(Wayne, Pennsylvania)

$195,000.00 November 18, 2008

The undersigned, Ascend Acquisition Corp., a Delaware corporation (hereinafter called "Maker" or the “Corporation”), whose address for purposes hereof is 435 Devon Park Drive, Bldg. 400, Wayne, PA 19087, for value received, without grace, in the manner, on the dates and in the amounts herein stipulated, promises to pay to Don K. Rice (hereinafter called "Payee"), at 435 Devon Park Drive, Bldg. 400, Wayne, PA 19087, or at such other place as Payee may hereafter designate, the sum of ONE HUNDRED NINETY-FIVE THOUSAND DOLLARS ($195,000.00), in lawful money of the United States of America, with interest at the rate herein specified.

SECTION 1.  INTEREST ACCRUAL.  The unpaid principal amount from time to time outstanding hereunder shall bear interest from and after the date hereof until such amount is paid in full at a fixed rate per annum equal FIVE PERCENT (5%).  Interest on this Note shall be computed on the basis of a 365-day year for the actual number of days elapsed.

SECTION 2.  PAYMENT OBLIGATION AND PREPAYMENT.  The unpaid principal balance of this Note with all accrued but unpaid interest thereon shall be due and payable in full on DEMAND, or in the event there is no demand, on or before midnight on fifth annual anniversary of the date of this Note (the “Maturity Date”).

The principal amount of this Note and all accrued interest thereon may be prepaid in cash at any time.  Any payment shall be applied first, to accrued interest, and second, to principal.  No further interest will accrue on the portion of this Note to be prepaid from and after the date fixed for prepayment if payment of the prepayment amount has been made or duly provided for.

At any time prior to the Maturity Date and prior to payment or redemption of this Note, and, in the event that the Corporation elects to redeem or pay this Note prior to maturity, within ten days after Payee’s receipt of any redemption or prepayment notice, Payee may at his sole discretion convert the entire principal amount of this Note, or any portion thereof, together with accrued and unpaid interest, if any, into shares of common stock of the Corporation (“Common Stock”) at the conversion price as defined in section 3.5 below, subject to adjustments as described below (the “Conversion Price”).  The right to convert this Note by Payee after it is called for redemption will terminate at the close of the tenth day following receipt by Payee of a redemption notice; provided that such period for Conversion may be extended by the Corporation at its sole and absolute discretion.

SECTION 3.  CONVERSION.

3.1           Conversion. On a date (the "Conversion Date") on which any amount remains outstanding on this Note and on whichPayee gives to Maker written notice that Payee wishes for the entire principal amount of this Note, or any portion thereof, together with accrued and unpaid interest, if any, to be converted into Maker’s Common, this Note shall, without any action required on the part of either Maker or Payee, automatically convert into, and Payee shall be entitled to receive in lieu of payment of the indebtedness evidenced hereby, a number of shares of

Common Stock equal to the quotient of (a) a sum equal to the outstanding principal amount of and accrued interest on this Note that Maker desires to so convert, divided by (b) the "Conversion Price" (as defined in Section 3.5 below) in effect at the Conversion Date.

3.2           Issuance of Certificates. As promptly after the Conversion Date as reasonably practicable and after Payee’s surrender of this Note marked "Cancelled", Maker shall instruct its transfer agent to issue and deliver to Payee at the address of Payee set forth above, without any charge to Payee, a certificate or certificates (issued in the name of Payee) for the number of full shares of Common Stock of Maker issuable upon the conversion of this Note.

3.3           Status on Conversion. Upon conversion of this Note, Payee shall be deemed to have become the stockholder of record of the shares of Common Stock into which this Note is converted on the Conversion Date (unless the transfer books of Maker are closed on that date, in which event Payee shall be deemed to have become the stockholder of record on the next succeeding day on which the transfer books are open and the conversion shall be at the rate in effect on such date).

3.4           Elimination of Fractional Interests. No fractional shares of Common Stock shall be issued upon conversion of this Note, nor shall Maker be required to pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated and that all issuances of Common Stock shall be rounded up to the nearest whole share.

3.5           Conversion Price.

(a)           The initial Conversion Price of this Note shall be $0.04.

(b)            The Conversion Price shall be adjusted from time to time as follows: if Maker shall at any time after the date hereof (i) issue any shares of Common Stock by way of a dividend or other distribution on any stock of Maker and without consideration, or (ii) subdivide or combine its outstanding shares of Common Stock, the Conversion Price shall be adjusted (to the nearest full cent) by multiplying (x) the Conversion Price in effect immediately prior to the adjustment by (y) a fraction, the numerator of which is the total number of shares of Common Stock outstanding immediately before the issuance of shares, and the denominator of which is the total number of shares of Common Stock outstanding immediately after such issuance or sale.  For the purposes of any computation to be made in accordance with this Section 3, shares of Common Stock issuable by way of dividend or other distribution on any stock of Maker shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution.

3.6           Effect of Reclassification, Consolidation, Merger, etc.  In case of the reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from no par value to par value or vice versa, or as a result of a subdivision or combination), or in the case of any consolidation or merger of Maker with or into a corporation (other than a consolidation or merger into which Maker is the surviving corporation and which does not result in any reclassification or change of outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as described above), or in the case of a sale or

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conveyance to another corporation of all or substantially all of the assets of Maker, this Note shall be converted on the Conversion Date into the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock into which this Note might have been converted immediately before the time of determination of the stockholders of Maker entitled to receive such shares of stock and/or other securities or property. Maker shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of Payee to receive, the shares of stock and/or other securities or property provided for in this Section 3.6.

3.7           Certificate Concerning Adjusted Conversion Price. Whenever the Conversion Price is adjusted pursuant to this Section 3, Maker promptly shall: (i) place on file at its principal executive office an officer's certificate signed by the chief financial officer or controller of Maker showing in appropriate detail the facts requiring such adjustment, the computation thereof, and the adjusted Conversion Price, and shall exhibit the certificate from time to time to Payee of this Note if Payee desires to inspect the same; and (ii) mail or cause to be mailed to Payee, in the manner provided for giving notice pursuant to this Note, a notice stating that such adjustment has been made and setting forth the adjusted Conversion Price.

3.8           Reservation and Listing of Shares for Issuance. Maker shall reserve and keep available out of its authorized and unissued shares of Common Stock, for the purpose of effecting the conversion of this Note, such number of its duly authorized shares as shall from time to time be sufficient to effect the conversion of this Note. Maker covenants that all shares of Common Stock issued upon conversion of this Note in compliance with the terms hereof will be duly and validly issued and fully paid and non-assessable.  As long as this Note shall be outstanding, Maker shall use its reasonable best efforts to cause all shares of Common Stock issuable upon conversion of this Note to be listed (subject to official notice of issuance) on all securities exchanges on which the Common Stock is then listed, if any.

3.9           Investment Intent, Restrictions on Transfer, Legends etc. Payee acknowledges that this Note and the Common Stock to be issued upon conversion have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Note or any Common Stock issued upon conversion in the absence of (i) an effective registration statement under the Act as to this Note or the Common Stock and registration or qualification of this Note or the Common Stock under any applicable blue sky or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to Maker, that such registration and qualification are not required.  Without limiting the generality of the foregoing, unless the offering and sale of Common Stock issued upon conversion to be issued shall have been effectively registered under the Act, Maker shall be under no obligation to issue the shares covered by such conversion unless and until Payee shall have executed an investment letter in form and substance satisfactory to Maker, including a warranty at the time of such exercise that he is acquiring such shares for his own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event Payee shall be bound by the provisions of a legend to such effect on the certificate(s) representing Common Stock to be issued upon conversion.  In addition, without limiting the generality of the foregoing, Maker may delay issuance of Common Stock to be issued upon conversion until completion of any action or obtaining of any consent, which Maker believes necessary or advisable under any applicable law (including without limitation state securities or

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"blue sky" laws).

SECTION 4. DEFAULTS AND REMEDIES.

Time is of the essence concerning this Note.  If this Note is not timely paid at maturity, then Payee may institute in any court of competent jurisdiction an action for collection.  In such event, Maker agrees to pay all expenses incurred, including reasonable attorneys' fees, all of which shall become a part of the principal hereof.

Maker and each and all other liable parties expressly and specifically, (i) severally waive grace, presentment for payment, demand for payment, notice of intent to accelerate and notice of acceleration, notice of dishonor, protest and notice of protest, notice of nonpayment, and any and all other notices, the filing of suit and diligence in collecting this Note or enforcing any of the security herefor, (ii) severally agree to any substitution, subordination, exchange or release of any security held for the payment of this Note or any other obligation to Payee and release of any party primarily or secondarily liable hereon, (iii) severally agree that Payee shall not be required first to institute suit or exhaust Payee's remedies hereon against Maker or other parties liable hereon or to enforce Payee's rights against them or any security herefor in order to enforce payment of this Note by any of them, and (iv) severally agree to any extension or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them.

SECTION 5. MISCELLANEOUS.

The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this Note shall be affected thereby.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

IN WITNESS WHEREOF, the undersigned has set his hand hereunto as of as of the day and year first above written.

ASCEND ACQUISITION CORP.
By:_______________________
	Don K. Rice, Chief Executive Officer

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