8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2013

KITARA MEDIA CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51840	20-3881465
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 Washington Blvd Suite 2620 Jersey City, New Jersey	07310
(Address of Principal Executive Offices)	(Zip Code)

(201) 539-2200

(Registrant’s Telephone Number, Including Area Code)

N/A

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Introductory Note

Kitara Media Corp. (formerly known as Ascend Acquisition Corp.) (the “Company”) previously filed a Current Report on Form 8-K dated July 1, 2013 (the “Current Report”) with the Securities and Exchange Commission on July 5, 2013 to report the acquisition by the Company of the outstanding membership interests of Kitara Media, LLC (“Kitara Media”) and capital stockof New York Publishing Group, Inc. (“NYPG”), respectively. The purpose of this amendment to the Current Report is to include the financial statements required under Item 9.01 of Form 8-K.  Except for the foregoing, this Form 8-K/A effects no other changes to the Current Report.

Item 9.01   Financial Statements, Pro Forma Financial Information and Exhibits.

a) Financial statements of businesses acquired.

The audited consolidated balance sheets of Kitara Media at December 31, 2011 and 2012 and the audited consolidated statements of operations, changes in member’s equity and cash flows for the years ended December 31, 2011 and 2012 and the condensed consolidated balance sheet at June 30, 2013 (unaudited) and condensed consolidated statements of operations and cash flows for the six months ended June 30, 2012 and 2013 (unaudited), respectively, are attached hereto as Exhibit 99.1 and are incorporated in their entirety herein by reference.

The audited balance sheets of NYPG at December 31, 2011 and 2012 and the audited statements of operations, changes in stockholder’s' equity and cash flows for the years ended December 31, 2011 and 2012 and the condensed balance sheet at June 30, 2013 (unaudited) and  condensed statements of operations and cash flows for the six months ended June 30, 2012 and 2013 (unaudited), respectively, are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combining balance sheet of the Company, Kitara Media and NYPG at June 30, 2013 and the unaudited pro forma condensed combining statements of operations of the Company, Kitara Media and NYPG for the six months ended June 30, 2013 and the year ended December 31, 2012 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.

(d) Exhibits:

Exhibit	Description
99.1	The audited consolidated balance sheets of Kitara Media, LLC. at December 31, 2011 and 2012 and the audited consolidated statements of operations, changes in member’s equity and cash flows for the years ended December 31, 2011 and 2012 and the condensed consolidated balance sheet at June 30, 2013 (unaudited) and condensed consolidated statements of operations and cash flows for the six months ended June 30, 2012 and 2013 (unaudited), respectively.
99.2	The audited balance sheets of New York Publishing Group, Inc. at December 31, 2011 and 2012 and the audited statements of operations, changes in stockholder’s' equity and cash flows for the years ended December 31, 2011 and 2012 and the condensed balance sheet at June 30, 2013 (unaudited) and condensed statements of operations and cash flows for the six months ended June 30, 2012 and 2013 (unaudited), respectively.
99.3	The unaudited pro forma condensed combining balance sheet of the Company, Kitara Media, LLC and New York Publishing Group, Inc. at June 30, 2013 and the unaudited pro forma condensed combining statements of operations of the Company, Kitara Media, LLC and New York Publishing Group, Inc. for the six months ended June 30, 2013 and the year ended December 31, 2012.

SIGNATURE

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.

	KITARA MEDIA CORP.
Dated: September 16, 2013	By:	/s/ Robert Regular
		Robert Regular
		Chief Executive Officer

EX-99.1

Exhibit 99.1

Kitara Media LLC and Subsidiaries

Consolidated Financial Statements

For the years ended December 31, 2011 and 2012

and the six month periods ended June 30, 2012 and 2013

Kitara Media, LLC and Subsidiaries

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Financial Statements
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Changes in Member’s Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to the Consolidated Financial Statements	F-6 to F-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Member of

Kitara Media, LLC

We have audited the accompanying consolidated balance sheets of Kitara Media, LLC and Subsidiaries (collectively, the “Company”) as of December 31, 2011 and 2012 and the related consolidated statements of operations, changes in member’s  equity and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits 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 consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kitara Media, LLC and Subsidiaries, as of December 31, 2011 and 2012, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Marcum LLP

Marcum LLP

Melville, NY

September 16, 2013

F-1

Kitara Media, LLC and Subsidiaries

Consolidated Balance Sheets

($ in thousands)

	December 31, 2011		December 31, 2012		June 30, 2013
					(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	-	$	-	$	37
Accounts receivable, net		5,266		7,595		4,647
Prepaid expenses		227		115		146
Other receivables		54		5		4
TOTAL CURRENT ASSETS		5,547		7,715		4,834
Property and equipment, net		547		129		337
Restricted cash		124		124		124
Intangible assets		772		386		193
TOTAL ASSETS	$	6,990	$	8,354	$	5,488
CURRENT LIABILITIES
Cash overdraft	$	355	$	670	$	-
Accounts payable and accrued liabilities (related party accounts payable includes, $0, $343, $44 as of December 31, 2011, December 31, 2012, and June 30, 2013, respectively)		2,183		2,992		1,381
TOTAL CURRENT LIABILITIES		2,538		3,662		1,381
Deferred rent		29		20		14
TOTAL LIABILITIES		2,567		3,682		1,395
COMMITMENTS AND CONTINGENCIES
MEMBER'S EQUITY		4,423		4,672		4,093
TOTAL LIABILITIES AND MEMBER'S EQUITY	$	6,990	$	8,354	$	5,488

See accompanying notes to consolidated financial statements

F-2

Kitara Media, LLC and Subsidiaries

Consolidated Statements of Operations

($ in thousands)

	Year Ended			Year Ended			Six-months ended			Six-months ended
	December 31, 2011			December 31, 2012			June 30, 2012			June 30, 2013
							(Unaudited)			(Unaudited)
Revenue (includes related party revenue of $997 and $2 for the years ended December 31, 2011 and 2012 and $1 and $0 for the six month periods ended June 30, 2012 and 2013 (unaudited), respectively)	$	34,024		$	23,557		$	9,713		$	10,428
Cost of Revenue		24,346			18,598			8,007			7,382
Gross Profit		9,678			4,959			1,706			3,046
Operating Expenses
Compensation		4,283			5,101			2,651			2,261
Impairment of property and equipment		0			649			0			0
Other Operating Expenses (includes related party expense of $686 and $399 for the years ended December 31, 2011 and 2012 and $232 and $154 for the six month periods ended June 30, 2012 and 2013 (unaudited), respectively)		2,264			2,034			1,025			665
Total Operating Expense		6,547			7,784			3,676			2,926
Operating Income(Loss)		3,131			(2,825	)		(1,970	)		120
Other Expense, net		(1	)		(5	)		(6	)		0
Net Income(Loss)	$	3,130		$	(2,830	)	$	(1,976	)	$	120

See accompanying notes to consolidated financial statements

F-3

Kitara Media, LLC and Subsidiaries

Statements of Changes in Member’s Equity

For the Years Ended December 31, 2011 and 2012

($ in thousands)

	Total Member's Equity
Balance - January 1, 2011	$	4,052
Capital Distribution		(2,759	)
Net Income		3,130
Balance - December 31, 2011		4,423
Capital Contribution		3,079
Net Loss		(2,830	)
Balance - December 31, 2012	$	4,672

See accompanying notes to consolidated financial statements

F-4

Kitara Media, LLC and Subsidiaries

Statements of Cash Flows

($ in thousands)

	Year Ended			Year Ended			Six-months ended			Six-months ended
	December 31, 2011			December 31, 2012			June 30, 2012			June 30, 2013
							(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	3,130		$	(2,830	)	$	(1,976	)	$	120
Adjustments to reconcile net income/(loss) to net cash provided by/(used in)
operating activiites
Depreciation and amortization		498			748			330			230
Asset Impairment		-			649			-			-
Deferred rent amortization		(4	)		(9	)		(3	)		(6	)
Provisions for bad debt		138			8			(74	)		(37	)
Changes in Assets and Liabilities
Accounts receivable, net		(286	)		(2,337	)		957			2,987
Prepaid expenses		94			111			117			(31	)
Other receivables		(65	)		50			55			0
Accounts payable and accrued liabilities		(861	)		810			39			(1,612	)
Net cash provided by/(used in) operating activities		2,644			(2,800	)		(555	)		1,651
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(504	)		(593	)		(331	)		(245	)
Net cash provided by/(used in) investing activities		(504	)		(593	)		(331	)		(245	)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital (distributions) contributions from members		(2,759	)		3,079			1,002			(699	)
Changes in cash overdraft from financial institution, net		(56	)		314			(116	)		(670	)
Net cash (used in)/provided by financing activities		(2,815	)		3,393			886			(1,369	)
Net (decrease)/increase in cash		(675	)		(0	)		(0	)		37
Cash at beginning of period		675			-			-			-
Cash at end of period	$	-		$	-		$	-		$	37

See accompanying notes to consolidated financial statements

F-5

Kitara Media, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2011 and 2012

and the six month periods ended June 30, 2012 and 2013

($ in thousands, except for share amounts)

Information related to the six month periods ended June 30, 2012 and 2013 is unaudited

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Bristol Interactive was formed as a limited liability company in May 2007 and registered to do business in the territory of the US Virgin Islands. Bristol Interactive, LLC was a subsidiary of Intrepid Investments, LLC, a US Virgin Island limited liability company. Kitara Media was registered as a trade name of Bristol Interactive, LLC. On June 18, 2010, Kitara Media, LLC was formed as a limited liability company organized under the laws of the state of Delaware, and on August 31, 2010, Bristol Interactive LLC merged with and into Kitara Media, LLC. The name of the surviving limited liability company was Kitara Media, LLC. On August 31, 2010, Selling Source, LLC (“Selling Source”) acquired all of the outstanding assets or equity interests of certain entities owned by Intrepid Investments, LLC and World Avenue Holdings, LLC and their respective subsidiaries, which included Kitara Media, LLC.

The Company is a digital media company bringing together video, display and mobile strategies to offer advertisers and publishers a solution for digital advertising.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation & Consolidation

The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates

Accounting principles generally accepted in the United States of America require management of the Company to make estimates and assumptions in the preparation of these financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from these estimates and assumptions. The significant estimates embodied in the financial statements pertain to the allowance for doubtful accounts and the realizability of the intangible assets.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Restricted Cash

Restricted cash at December 31, 2011 and 2012 and June 30, 2013, represents a security deposit to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord for the office space the Company has leased.  The letter of credit is subjected to renewal annually until the lease expires (see Note 5).

Accounts Receivable

Accounts receivable are stated at gross invoice amount less an allowance for doubtful accounts and sales credits.

The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness, and receivable amounts outstanding for an extended period beyond contractual terms.  The Company uses assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected.  These allowances are re-evaluated and adjusted as additional information is received.

The allowance for doubtful accounts as of December 31, 2011 and 2012 and June 30, 2013 was $479, $243, and $20, respectively.

F-6

Property and Equipment

Property and equipment are stated at historical cost less accumulated depreciation and amortization.  Depreciation and amortization expense are computed using the straight-line method over the estimated useful lives of the assets, generally, three years for computer equipment and purchased software, three to five years for furniture and equipment, the shorter of the useful life and the term of the lease for leasehold improvements.

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. Long-lived assets and certain identifiable intangible assets with definite lives are reviewed for impairment in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

The Company follows the guidance of ASC Topic 350-40, “Internal-Use Software” and ASC Topic 985-20, “Costs of Software to be Sold, Leased or Marketed” in regards to the capitalization of software development costs.  The Company’s unamortized capitalized costs related to software to be sold, leased or marketed were $417 and $- as of December 31, 2011 and 2012, respectively and $- as of June 30, 2013. The company’s amortization of the capitalized software development costs was $- and $279 for the years ended December 31, 2011 and 2012, respectively and $84 and $- for the six months ended June 30, 2012 and 2013, respectively. The Company’s impairment of capitalized software was $- and $649 for the years ended December 31, 2011 and 2012, respectively, and $- for the six months ended June 30, 2012 and 2013.

In accordance with ASC 985-20 “Accounting for the Cost of Computer Software to be Sold, Leased or Otherwise Marketed,” software development costs are expensed as incurred until technological feasibility (generally in the form of a working model) has been established. Research and development costs which consist primarily of salaries and fees paid to third parties for the development of software and applications are expensed as incurred. The Company capitalizes only those costs directly attributable to the development of the software. Capitalization of these costs begins upon the establishment of technological feasibility. Activities undertaken after the products are available for release to customers to correct errors or keep the product up to date are expensed as incurred. Capitalized software development costs will be amortized over the estimated economic life of the software once the product is available for general release to customers. Capitalized software development costs will be amortized over the greater of the ratio of current revenue to total projected revenue for a product or the straight-line method. The Company will periodically perform reviews of the recoverability of such capitalized software costs. At the time a determination is made that capitalized amounts are not recoverable based on the estimated cash flows to be generated from the applicable software, any remaining capitalized amounts are written off.  During the fourth quarter of the year ended December 31, 2012 the Company recognized an impairment loss of $649, relating to non-recoverable capitalized software development costs.  No impairment losses were recognized for the year ended December 31, 2011 and the six month period ended June 30, 2012 and 2013. At December 31, 2012, the impairment charge was based on the fact that the Company will not be able to recover the value of its capitalized costs based on expected future cash flows related to its software.  The impairment charge which reduced the capitalized costs related to a specific software project to $0 were based on non-recurring Level 3 fair value measurement and which are based on unobservable inputs (which reflect the Company’s internal markets assumptions) that are supported by little or no market activity and that are significant to the fair value of the asset.

Advertising

The Company expenses advertising costs as incurred. There were no advertising expenses for the years ended December 31, 2011 and 2012 and the six months ended June 30, 2012 and 2013.

Intangible Assets

The Company recorded intangible assets for its customer relationships and publisher relationships as a result of its acquisition by Selling Source on August 31, 2010.

For intangible assets with definite useful lives, the Company amortizes the cost over the estimated useful lives and assesses any impairment by estimating the future cash flow from the associated asset in accordance with ASC Topic 350.  See Note 6 for a summary of intangible assets.  The Company reviews annually the useful life of its intangible assets.  There were no impairment losses recorded in 2011 or 2012 or the six months ended June 30, 2012 and 2013.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 605, “Revenue Recognition.” Accordingly, the Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured and the amounts are fixed and determinable.

The Company’s revenues are recognized in the period that the actions occur or when services are provided and the criteria of ASC Topic 605 are met.  Additionally, consistent with the provisions of ASC Topic 605-45, “Principle Agent Considerations,” (“ASC Topic 605-45”), the Company’s revenues are recorded on a gross basis and publisher expenses that are directly related to a revenue-generating event are recorded as a component of cost of revenues.

F-7

Prepayments and amounts on deposit from customers are recorded as an advertiser deposit liability and are included in either accounts payable and accrued liabilities or accounts receivable, net, in the accompanying consolidated balance sheets.

Cost of Revenues

Cost of revenues consists of payments to publishers that are directly related to a revenue-generating event, potential sales leads and for advertisements displayed on their sites.  The Company becomes obligated to make payments to publishers in the period the actions or lead-based information are delivered or occur.  The Company also purchases key words on search engines in order to direct consumers to its websites.

Other Operating Expenses

Other operating expenses include sales and marketing expenses, technology expenses, bad debt expenses, insurance, administrative expenses and other general overhead costs.  Sales and marketing expenses consist primarily of travel, trade show and marketing material costs and are charged to operations during the year in which they are incurred.   Technology expenses include costs associated with the maintenance of the Company’s technology platforms, as well as costs for contracted services and supplies.

Concentration of Credit Risk and Significant Customers

The Company's largest customers accounted for approximately 59% (two customers) and 37% (three customers) of the Company's revenues for the years ended December 31, 2011 and 2012, respectively, and approximately 25% and 15% of accounts receivable as of December 31, 2011 and 2012, respectively, and 76% (five customers) and 47% (three customers) of the Company's revenue for the six months ended June 30, 2012 and June 30, 2013, respectively, and approximately 58% and 61% of accounts receivable as of June 30, 2012 and June 30, 2013.  The company had other significant customers account for an additional 27% (two customers) and 32% (two customers) of accounts receivable as of December 31, 2011 and 2012, respectively. The Company's largest vendors accounted for approximately 40% (one vendor) and 38% (two vendors) of the Company's cost of revenues for the years ended December 31, 2011 and 2012, respectively and approximately 0% and 10% of the related accounts payable as of December 31, 2011 and 2012, respectively, and 34% (one vendor) and 46% (three vendors) of the Company's cost of revenues for the six months ended June 30, 2012 and June 30, 2013, respectively, and approximately 1% and 34% of the related accounts payable as of June 30, 2012 and June 30, 2013, respectively. In addition, the company had one significant vendor account for 16% and 23% of accounts payable as of December 31, 2011 and 2012, respectively, and approximately 18% of accounts payable as of June 30, 2012.

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable.  Cash is deposited with a limited number of financial institutions.  The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.  Accounts are insured by the FDIC up to $250,000. In August 2011, the FDIC announced a temporary unlimited coverage for noninterest-bearing transaction accounts from December 31, 2010 through December 31, 2012.  As of December 31, 2011, and 2012 and June 30, 2013, the Company’s uninsured cash balances totaled $0.

Credit is extended to customers based on an evaluation of their financial condition and other factors.  The Company generally does not require collateral or other security to support accounts receivable.  The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits.

Fair Value of Financial Instruments

ASC Topic 825 “Financial Instruments” requires that fair value be disclosed for the Company’s financial instruments.  The Company’s financial instruments, including cash, accounts receivable, other receivables, accounts payable and accrued liabilities are carried at historical cost basis.  At December 31, 2011 and 2012 and June 30, 2013, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Income Taxes

The Company is treated as a partnership for income tax purposes and accordingly, is not subject to income taxes in any jurisdiction.  Each member is responsible for the tax liability, if any, related to its proportionate share of the Company's taxable income.  Accordingly, no provision for income taxes is reflected in the accompanying consolidated financial statements. The sole member has concluded that the Company is a pass-through entity and there are no uncertain tax positions that would require recognition in the consolidated financial statements.  If the Company was to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes.  The sole member's conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. Generally, Federal, State and Local authorities may examine the Company's tax returns for three years from the date of filing and the current and prior three years remain subject to examination as of December 31, 2012.  The tax years subject to examination are 2009 through 2012.

Deferred Rent

The Company recognizes fixed minimum rent expense on non-cancelable leases on a straight-line basis over the term of the lease.  The difference between recognized rental expense and amounts payable under the leases is recorded as a deferred lease liability.  As of December 31, 2011 and 2012, the deferred lease liability was $29 and $20, respectively, and $14 as of June 30, 2013 and is included within other long-term liabilities on the accompanying consolidated balance sheets.

F-8

Subsequent Events

The Company has evaluated events that occurred through September 16, 2013, which is the date these financial statements were issued. Management has concluded that no additional subsequent events required disclosure in these financial statements other than those identified in Note 9.

NOTE 3 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following (in thousands):

	As of  December 31, 2011			As of  December 31, 2012			As of June 30, 2013
							(Unaudited)
Leasehold improvements	$	25		$	25		$	25
Furniture & Fixtures		13			13			13
Computer Equipment		45			46			46
Software		584			189			372
Other equipment		25			25			25
Construction in progress		0			58			120
Less: Accumulated Depreciation		(145	)		(227	)		(264	)
	$	547		$	129		$	337

Depreciation expense for the years ended December 31, 2011 and 2012 was $112 and $362, respectively and for the six months ended June 30, 2012 and 2013 was $137 and $37, respectively.

Construction in progress represents various software products that is capitalized for internal use that has not yet been placed in service.

NOTE 4 – RELATED PARTY TRANSACTIONS

Following the acquisition of the Company by Selling Source, the Company performed various transactions with the other 100% owned subsidiaries of Selling Source.  During the years ended December 31, 2011 and 2012 and the six month periods ended June 30, 2012 and 2013 the Company recorded revenue related to these subsidiaries of $997, $2 and $1 and $0, respectively.

During the years ended December 31, 2011 and 2012 and the six month periods ended June 30, 2012 and 2013 the Company recorded management fees for services performed by Selling Source on behalf of the Company of $686, $399 and $232 and $154, respectively.

During the years ended December 31, 2011 and 2012 and the six month periods ended June 30, 2012 and 2013 the Company recorded (distributions) to/contributions from Selling Source of ($2,759), $3,079 and $1,002 and ($699), respectively.  The accounts payable balance due to related parties as of December 31, 2011 and 2012 and June 30, 2013 was $0, $343 and $44, respectively.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company is obligated under a non-cancelable operating leases for its office facilities that expires September 2014.  The terms of the leases do not impose significant restrictions or unusual obligations.  Rent expense for operating leases, which includes maintenance, insurance costs and property taxes, was $212 and $212 for the years ended December 31, 2011 and 2012, respectively and $106 and $106 for the six months ended June 30, 2012 and 2013, respectively.  As of December 31, 2012, the future minimum lease payments for the operating lease are $223 for 2013 and $167 for 2014.

The Company has irrevocable standby letters of credit from Wells Fargo Bank in the aggregate amount of $111.  The letter of credit is collateralized by a certificate of deposit and is used as a security deposit as required by the lease for our office space.

F-9

Legal Matters

From time to time, the Company is subject to various claims and contingencies in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the recorded liability includes probable and estimable legal costs associated with the claim or potential claim. Currently management is not aware of any such matters.

Indemnifications

In the normal course of business to facilitate transactions of its services and products, the Company may agree to indemnify another party or employees with respect to certain business matters.  This may include an agreement to hold certain parties harmless against losses arising from a breach of representations or other claims made against certain parties.  These agreements may also limit the time within which an indemnification claim can be made and the amount of the claim.

It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.  However, historically, payments made by the Company under these agreements have not been material to the operating results, financial position, or cash flows.

NOTE 6 – INTANGIBLE ASSETS

Intangible assets consisted of the value received for advertisers and publishers that the Company had at the time they were acquired.  The period of benefit of having these advertisers and publishers was determined to be 3 years.  Intangible assets consisted of the following:

	As of  December 31, 2011			As of  December 31, 2012			As of June 30, 2013
							(Unaudited)
Publisher intangible asset	$	695		$	695		$	695
Advertiser intangible asset		463			463			463
Total Intangible asset		1,158			1,158			1,158
Less: accumulated amortization		(386	)		(772	)		(965	)
Net	$	772		$	386		$	193

Amortization expense related to intangible assets was approximately $386 for each of the years ended December 31, 2011 and 2012 and $193 for the six months ended June 30, 2012 and 2013.  The estimated future amortization expense related to amortizable intangible assets for 2013 is expected to be $193 upon which the assets will be fully amortized.

NOTE 7 – MEMBER’S EQUITY

The Company has one class of authorized member units.  There were 100 units issued and outstanding as of December 31, 2011 and 2012 and June 30, 2013.

NOTE 8 – DEFINED CONTRIBUTION PLANS

The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code (the “Plan”).  Participating employees may defer a percentage of their eligible pre-tax earnings up to the Internal Revenue Service’s annual contribution limit.  All full-time employees of the Company are eligible to participate in the Plan.  The Plan does not permit investment of participant contributions in the Company’s member units.  Company matching contributions to the Plan are discretionary.  The Company recorded contribution expense of $79 and $94 during the years ended December 31, 2011 and 2012, respectively and $51 and $48 for the six months ended June 30, 2012 and June 30, 2013, respectively.

F-10

NOTE 9 – SUBSEQUENT EVENTS

On June 12, 2013, the Company and Kitara Media Corp. (f/k/a Ascend Acquisition Corp.) (“Ascend”), a Delaware corporation, entered into the Merger Agreement and Plan of Organization, as amended on July 1, 2013 (“ Merger Agreement ”), by and among the Company, Ascend, Ascend Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Ascend (“ Merger Sub LLC ”), Ascend Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Ascend (“ Merger Sub Inc. ”), New York Publishing Group, Inc., a Delaware corporation (“ NYPG ”), and those certain security holders of the Company and NYPG executing the “Signing Holder Signature Page” thereto, which security holders held all of the outstanding membership interests of the Company (the “ Kitara Signing Holder ”) and all of the outstanding shares of common stock of NYPG (the “ NYPG Signing Holder ” and together with the Kitara Signing Holder, the “ Signing Holders ”).

On July 1, 2013, the parties consummated the transactions contemplated by the Merger Agreement, pursuant to which (i) Merger Sub LLC merged into the Company, with the Company surviving the merger and becoming a wholly-owned subsidiary of Ascend and (ii) Merger Sub Inc. merged into NYPG, with NYPG surviving the merger and becoming a wholly-owned subsidiary of Ascend.

Pursuant to the Merger Agreement, the Kitara Signing Holders received 20,000,000 shares of Ascend’s common stock in exchange for the Kitara Signing Holders transferring all its membership interests in the Company to Ascend. In addition the terms of the Merger Agreement provide for an adjustment to the merger consideration to the extent that the Company’s Closing Working Capital, as defined, is greater or less than $2,500. The amount of this adjustment, if any, has not yet been determined.

F-11

EX-99.2

Exhibit 99.2

New York Publishing Group, Inc.

Financial Statements

For the years ended December 31, 2011 and 2012

and the six month periods ended June 30, 2012 and 2013

New York Publishing Group, Inc.

Index to Financial Statements

Report of Independent Registered Public Accounting Firm	F-1
Financial Statements
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Changes in Stockholder’s (Deficiency) Equity	F-4
Statements of Cash Flows	F-5
Notes to the Financial Statements	F-6 to F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder of

New York Publishing Group, Inc.

We have audited the accompanying balance sheets of New York Publishing Group, Inc. (the “Company”) as of December 31, 2011 and 2012 and the related statements of operations, changes in stockholder’s (deficiency) equity and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide 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 New York Publishing Group, Inc. as of December 31, 2011 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Marcum LLP

Marcum LLP

Melville, NY

September 16, 2013

F-1

New York Publishing Group, Inc.

Balance Sheets

($ in thousands, except for share amounts)

	December 31, 2011			December 31, 2012		June 30, 2013
						(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	13		$	99	$	6
Accounts receivable, net		48			106		44
Other receivables		2			0		0
TOTAL CURRENT ASSETS		63			205		50
Property and equipment, net		0			302		2
Security deposit		0			3		3
TOTAL ASSETS	$	63		$	510	$	55
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2		$	106	$	-
Advances from stockholder, current		0			0		100
Due to related parties		0			24		0
TOTAL CURRENT LIABILITIES		2			130		100
Advances from stockholder, non-current		119			294		200
TOTAL LIABILITIES		121			424		300
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S (DEFICIENCY) EQUITY
Common Stock (no par value, 1,500 shares authorized, issued and outstanding)		25			25		25
Additional paid-in capital		0			0		53
(Accumulated Deficit) Retained Earnings		(83	)		61		(323	)
TOTAL STOCKHOLDER'S (DEFICIENCY) EQUITY		(58	)		86		(245	)
TOTAL LIABILITIES AND STOCKHOLDER'S (DEFICIENCY) EQUITY	$	63		$	510	$	55

See accompanying notes to financial statements

F-2

New York Publishing Group, Inc.

Statements of Operations

($ in thousands)

	Year Ended			Year Ended		Six-months ended			Six-months ended
	December 31, 2011			December 31, 2012		June 30, 2012			June 30, 2013
						(Unaudited)			(Unaudited)
Revenue	$	249		$	553	$	169		$	215
Operating Expenses
Compensation		178			185		95			44
Impairment of property and equipment		0			0		0			300
Other operating expenses		112			224		82			255
Total Operating Expense		290			409		177			599
Net (Loss) Income	$	(41	)	$	144	$	(8	)	$	(384	)

See accompanying notes to financial statements

F-3

New York Publishing Group, Inc.

Statement of Changes in Stockholders (Deficiency) Equity

For the Years Ended December 31, 2012 and 2011

($ in thousands, except for share amounts)

	Common Stock Shares		Common Stock		(Accumulated Deficit) Retained Earnings			Total Stockholders (Deficiency) Equity
Balance - January 1, 2011		1,500	$	25	$	(42	)	$	(17	)
Net loss		0		0		(41	)		(41	)
Balance - December 31, 2011		1,500		25		(83	)		(58	)
Net income		0		0		144			144
Balance - December 31, 2012		1,500	$	25	$	61		$	86

See accompanying notes to financial statements

F-4

New York Publishing Group, Inc.

Statements of Cash Flows

($ in thousands)

	Year Ended			Year Ended			Six-months ended			Six-months ended
	December 31, 2011			December 31, 2012			June 30, 2012			June 30, 2013
							(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(41	)	$	144		$	(8	)	$	(384	)
Adjustments to reconcile net (loss) income to net cash (used in)/provided by operating activities
Depreciation and amortization		0			3			0			0
Provision for bad debt		11			0			0			0
Impairment Charge		0			0			0			300
Changes in Assets and Liabilities
Accounts receivable, net		(17	)		(58	)		7			62
Security deposit		0			(3	)		(3	)		0
Other receivables		3			2			2			0
Accounts payable and accrued liabilities		0			4			(2	)		(6	)
Due to related parties		0			24			24			(24	)
Net cash (used in)/provided by operating activities		(44	)		116			20			(52	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		0			(5	)		(5	)		0
Purchase of capitalized software		0			(200	)		0			(100	)
Net cash used in investing activities		0			(205	)		(5	)		(100	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholders loan		46			175			41			59
Net cash provided by financing activities		46			175			41			59
Net increase/(decrease) in cash		2			86			56			(93	)
Cash at beginning of period		11			13			13			99
Cash at end of period	$	13		$	99		$	69		$	6
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of capitalized software with accounts payable	$	-		$	100		$	-		$	-
Conversion of advances from stockholders to equity	$	-		$	-		$	-		$	53

See accompanying notes to financial statements

F-5

New York Publishing Group, Inc.

Notes to the Financial Statements

For the years ended December 31, 2011 and 2012

and the six month periods ended June 30, 2012 and 2013

($ in thousands, except for share amounts)

Information related to the six month periods ended June 30, 2012 and 2013 is unaudited

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

New York Publishing Group, Inc. (“NYPG” or “the Company”) was incorporated in Delaware on May 3, 2007.

NYPG’s Adotas division provides news and information on media buying, planning, selling, technology and activities of the digital media business to the interactive advertising community. The Company earns revenue from advertisements included on its websites and emails.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

Accounting principles generally accepted in the United States of America require management of the Company to make estimates and assumptions in the preparation of these financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at gross invoice amount less an allowance for doubtful accounts and sales credits.

The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness, and receivable amounts outstanding for an extended period beyond contractual terms.  The Company uses assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected.  These allowances are re-evaluated and adjusted as additional information is received.

The allowance for doubtful accounts as of December 31, 2011 and 2012 and June 30, 2013 was $5, $4, and $4, respectively.

Property and Equipment

Property and equipment are stated at historical cost less accumulated depreciation and amortization.  Depreciation and amortization expense are computed using the straight-line method over the estimated useful lives of the assets, generally, three years for computer equipment and purchased software and three to five years for furniture and equipment.

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. Long-lived assets and certain identifiable intangible assets with definite lives are reviewed for impairment in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

The Company follows the guidance of ASC Topic 350-40, “Internal-Use Software” in regards to the capitalization of software development costs.  The Company capitalized $0 and $300 of software development costs for the year ended December 31, 2011 and 2012, respectively and $0 for the six months ended June 30, 2013.

F-6

During the six months ended June 30, 2013 the Company recognized an impairment loss of $300, relating to non-recoverable capitalized software development costs.  No impairment losses were recognized for the year ended December 31, 2011 and 2012 and the six month period ended June 30, 2012. At June 30, 2013, the impairment charge was based on the fact that the Company will not be able to recover the value of its capitalized costs based on expected future cash flows related to its software.  The impairment charge which reduced the capitalized costs related to a specific software project to $0 was based on non-recurring Level 3 fair value measurements and which is based on unobservable inputs (which reflect the Company’s internal markets assumptions) that are supported by little or no market activity and that are significant to the fair value of the asset.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 605, “Revenue Recognition.” Accordingly, the Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured and the amounts are fixed and determinable.

Other Operating Expenses

Other operating expenses include sales and marketing expenses, technology expenses, bad debt expenses, insurance, administrative expenses and other general overhead costs.  Sales and marketing expenses consist primarily of travel and marketing material costs and are charged to operations during the year in which they are incurred.   Technology expenses include costs associated with the maintenance of the Company’s technology platforms, as well as costs for contracted services and supplies.

Concentration of Credit Risk and Significant Customers

The Company’s largest customer accounted for approximately 10% and 63% of the Company’s revenues for the years ended December 31, 2011 and 2012, respectively, and approximately 15% and 46% of accounts receivable as of December 31, 2011 and 2012, respectively, and 30% and 47% of the Company’s revenue for the six months ended June 30, 2012 and June 30, 2013, respectively, and approximately 0% and 0% of accounts receivable as of June 30, 2012 and June 30, 2013, respectively.  In addition, as of December 31, 2011 and 2012, one additional customer accounted for 19% and 30% of gross accounts receivable.  As of June 30, 2013, two additional customers accounted for 54% of gross accounts receivables.

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable.  Cash is deposited with a limited number of financial institutions.  The balances held at any one financial institution are generally in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.  Accounts are insured by the FDIC up to $250,000. In August 2011, the FDIC announced a temporary unlimited coverage for noninterest-bearing transaction accounts from December 31, 2010 through December 31, 2012.  As of December 31, 2011, and 2012 and June 30, 2013, the Company’s uninsured cash balances totaled $0.

Credit is extended to customers based on an evaluation of their financial condition and other factors.  The Company generally does not require collateral or other security to support accounts receivable.  The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits.

Fair Value of Financial Instruments

ASC Topic 825 “Financial Instruments” requires that fair value be disclosed for the Company’s financial instruments.  The Company’s financial instruments, including cash, accounts receivable, due to related parties, other receivables, accounts payable and accrued liabilities are carried at historical cost basis.  At December 31, 2011 and 2012 and June 30, 2013, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Advertising

The Company expenses advertising costs as incurred. There were no advertising expenses for the years ended December 31, 2011 and 2012 and the six months ended June 30, 2012 and 2013.

Income Taxes

The Company, with the consent of its stockholders, files its Federal New York and New Jersey State income tax returns as an S Corporation.  The stockholders of an S Corporation include their respective shares of the corporation's income or loss in their individual tax returns.  Accordingly, the Company pays no Federal income taxes on income earned and receives no tax benefits for losses sustained.  It is however, subject to certain minimum New York and New Jersey State franchise tax.

The FASB guidance on accounting for uncertainty in income taxes is codified in ASC 740.  Management evaluated the Company's tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance at December 31, 2012 and 2011 and June 30, 2013.  The Company's policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.  There were no amounts accrued for penalties and interest for the years ended December 31, 2012 and 2011. With few exceptions, the Company is no longer subject to income tax examinations by U.S. Federal, State or Local tax authorities for years before 2009.

F-7

Subsequent Events

The Company has evaluated events that occurred through September 16, 2013, which is the date these financial statements were issued. Management has concluded that no additional subsequent events required disclosure in these financial statements other than those identified in Note 7.

NOTE 3 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following (in thousands):

	As of  December 31, 2011			As of  December 31, 2012			As of June 30, 2013
Computer	$	1		$	1		$	1
Furniture & Fixtures		0			5			5
Capitalized Software		0			300			0
Less: Accumulated Depreciation		(1	)		(4	)		(4	)
	$	0		$	302		$	2

Depreciation expense for the years ended December 31, 2011 and 2012 was $0 and $3, respectively and for the six months ended June 30, 2012 and 2013 was $0 and $0, respectively.

NOTE 4 – RELATED PARTY TRANSACTIONS

The accompanying balance sheets as of December 31, 2011 and 2012 and June 30, 2013 include a payable of $0 and $24, respectively, and $0 relating to New York Publishing Properties, Inc. (“NYPP”).  NYPP is owned by the former 100% owner of the Company and his family.

On June 30, 2013, the Company converted $53 in advances from its stockholder to equity and established two promissory notes totaling $300.  One note at $100 has a maturity date of January 1, 2014 with an annual interest rate of 1%.  The other note at $200 has a maturity date of January 1, 2023 with an annual interest rate of 1%.  Future principal payments consist of $100 in 2014 and $200 in 2023.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company was obligated under a non-cancelable operating leases for its office facilities that expired April 2013.  The terms of the leases do not impose significant restrictions or unusual obligations.  Rent expense for operating leases, which includes maintenance and property taxes, was $18 and $34 for the years ended December 31, 2011 and 2012, respectively and $13 and $11 for the six months ended June 30, 2012 and 2013, respectively.  In April 2013, the Company renewed the lease on a month to month basis that requires a 30 day termination notice.  As of December 31, 2012, future rent commitments were $6 for 2013.

Legal Matters

From time to time, the Company is subject to various claims and contingencies in the ordinary course of business.. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the recorded liability includes probable and estimable legal costs associated with the claim or potential claim. Currently management is not aware of any such matters.

Indemnifications

In the normal course of business to facilitate transactions of its services and products, the Company may agree to indemnify another party or employees with respect to certain business matters.  This may include an agreement to hold certain parties harmless against losses arising from a breach of representations or other claims made against certain parties.  These agreements may also limit the time within which an indemnification claim can be made and the amount of the claim.

It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.  However, historically, payments made by the Company under these agreements have not been material to the operating results, financial position, or cash flows.

F-8

NOTE 6 – STOCKHOLDERS (DEFICIENCY) EQUITY

The Company has one class of common stock.  There was 1,500 shares issued and outstanding as of December 31, 2011 and 2012 and June 30, 2013.

NOTE 7 – SUBSEQUENT EVENTS

On June 12, 2013, the Company and Kitara Media Corp. (f/k/a Ascend Acquisition Corp.) (“Ascend”), a Delaware corporation, entered into the Merger Agreement and Plan of Organization, as amended on July 1, 2013 (“ Merger Agreement”), by and among the Company, Ascend, Ascend Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Ascend (“ Merger Sub LLC ”), Ascend Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Ascend (“Merger Sub Inc. ”), Kitara Media, LLC, a Delaware limited liability company (“Kitara Media ”), and those certain securityholders of Kitara Media and the Company executing the “Signing Holder Signature Page” thereto, which securityholders held all of the outstanding membership interests of Kitara Media (the “ Kitara Signing Holder ”) and all of the outstanding shares of common stock of the Company (the “ NYPG Signing Holder ” and together with the Kitara Signing Holder, the “ Signing Holders ”).

On July 1, 2013, the parties consummated the transactions contemplated by the Merger Agreement, pursuant to which, (i) Merger Sub LLC merged into Kitara Media, with Kitara Media surviving the merger and becoming a wholly-owned subsidiary of Ascend (“ Kitara Media Merger ”) and (ii) Merger Sub Inc. merged into NYPG, with NYPG surviving the merger and becoming a wholly-owned subsidiary of Ascend (“NYPG Merger”, together with the Kitara Media Merger, the “ Mergers ”).

Pursuant to the Merger Agreement, the NYPG Signing Holders received 10,000,000 shares of Ascend’s common stock and two promissory notes (collectively, the “ Closing Notes ”), one in the amount of $100 being due and payable on January 1, 2014 and one in the amount of $200 being due and payable on January 1, 2023. Each of the Closing Notes will accrue interest at a rate of 1% per annum, which will be due at the time the Closing Notes become due and payable, in exchange for the NYPG Signing Holders transferring all their common stock of the Company to Ascend.

F-9

EX-99.3

Exhibit 99.3

KITARA MEDIA CORP.

(F/K/A ASCEND ACQUISITION CORP.)

PRO FORMA FINANCIAL INFORMATION

(UNAUDITED)

On June 12, 2013, Kitara Media Corp. (f/k/a Ascend Acquisition Corp.) (“Ascend”), a Delaware corporation, entered into the Merger Agreement and Plan of Organization, as amended on July 1, 2013 (“Merger Agreement”), by and among Ascend, Ascend Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Ascend (“ Merger Sub LLC ”), Ascend Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Ascend (“ Merger Sub Inc. ”), Kitara Media, LLC, a Delaware limited liability company (“Kitara Media”), New York Publishing Group, Inc., a Delaware corporation (“NYPG”), and those certain security holders of Kitara Media and NYPG executing the “Signing Holder Signature Page” thereto, which security holders held all of the outstanding membership interests of Kitara Media (the “ Kitara Signing Holder ”) and all of the outstanding shares of common stock of NYPG (the “NYPG Signing Holder” and together with the Kitara Signing Holder, the “ Signing Holders ”).

Upon consummation of the transactions contemplated by the Merger Agreement, (i) Merger Sub LLC merged into Kitara Media, with Kitara Media surviving the merger and becoming a wholly-owned subsidiary of Ascend (“ Kitara Media Merger ”) and (ii) Merger Sub Inc. merged into NYPG, with NYPG surviving the merger and becoming a wholly-owned subsidiary of Ascend (“ NYPG Merger ”, together with the Kitara Media Merger, the “ Mergers ”).

On July 1, 2013, the parties closed the transactions under the Merger Agreement. At the close of the Mergers, (i) the Kitara Signing Holder, holder of all of the outstanding membership units of Kitara Media, received an aggregate of 20,000,000 shares of Ascend's common stock and (ii) the NYPG Signing Holder, holder of all outstanding and issued shares of NYPG common stock, received (a) an aggregate of 10,000,000 shares of Ascend's Common Stock and (b) two promissory notes (collectively, the "Closing Notes"), one in the amount of $100,000 being due and payable on January 1, 2014 and one in the amount of $200,000 being due and payable on January 1, 2023 to replace the existing advances from stockholder of NYPG. The terms of the agreement provide for an adjustment to the merger consideration between Ascend and Kitara dependent on a calculation of Kitara’s Closing Working Capital, as defined. The amount of this adjustment, if any, has not been determined at this time. Each of the Closing Notes accrues interest at a rate of 1% per annum, which will be due at the time the Closing Notes become due and payable. Also on July 1, 2013, as a condition to closing the Kitara/NYPG Merger Agreement, certain stockholders of the Company contributed an aggregate of 25,813,075 shares of Ascend's common stock to Ascend for cancellation without the payment of any additional consideration. In addition Ascend repurchased 381,950 shares from a stockholder as a result of the Mergers.

For accounting purposes, the acquisition will be treated as an acquisition of Ascend by Kitara Media and as a recapitalization of Kitara Media as the Kitara Media member will hold a large percent of the Ascend shares and will exercise significant influence over the operating and financial policies of the consolidated entity and Ascend was a non-operating public registrant at the time of the transaction.  Pursuant to ASC 805-10-55-11 through 55-15, the merger or acquisition of a private operating company into a non-operating public shell with nominal assets is considered a capital transaction in substance rather than a business combination.  For accounting purposes, the acquisition of New York Publishing Group by Ascend will be treated as a business combination.

The following unaudited pro forma information as of June 30, 2013 and for the six months period ended June 30, 2013 and year ended December 31, 2012  is presented herein to show the effect of the Mergers as if the Mergers took place at June 30, 2013 for the pro forma balance sheet and at the beginning of the period presented for the pro forma condensed statement of operations.  The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had Ascend, Kitara Media and NYPG constituted a single entity during the period presented.

-1-

Kitara Media Corp.

(f/k/a Ascend Acquisition Corp.)

Pro Forma Condensed Combining Balance Sheets

($ in thousands, except for share amounts)

UNAUDITED

	Ascend Acquisition Corp.			Kitara Media, LLC		New York Publishing Group, Inc.			Proforma Adjustments				Proforma Combined
	June 30, 2013			June 30, 2013		June 30, 2013			June 30, 2013				June 30, 2013
ASSETS
CURRENT ASSETS
Cash	$	2		$	37	$	6		$	1,671		(a)	$	1,716
Accounts receivable, net		0			4,647		44			0				4,691
Prepaid expenses		0			146		0			0				146
Other receivablees		0			4		0			0				4
TOTAL CURRENT ASSETS		2			4,834		50			1,671				6,557
Property and equipment, net		0			337		2			0				339
Restricted cash		0			124		0			0				124
Security deposit		0			0		3			0				3
Intangible assets		0			193		0			2,244		(b)		2,437
TOTAL ASSETS		2			5,488		55			3,915				9,460
CURRENT LIABILITIES
Accounts payable and accrued liabilities		178			1,381		0			(29	)	(a)		1,530
Bridge loan payable		300			0		0			(300	)	(a)		0
Due to member		2			0		0			0				2
Advances from stockholder, current		0			0		100			0				100
TOTAL CURRENT LIABILITIES		480			1,381		100			(329	)			1,632
COMMITMENTS AND CONTINGENCIES
Deferred revenue		122			0		0			0				122
Deferred rent		0			14		0			0				14
Advances from stockholder, non-current		0			0		200			0				200
TOTAL LIABILITIES		602			1,395		300			(329	)			1,968
STOCKHOLDERS' AND MEMBER'S (DEFICIENCY) EQUITY
Member's Equity		0			4,093		0			(4,093	)	(d)		0
Common stock, $0.0001 par value, authorized 300,000,000 shares, issued and outstnading 59,011,675		5			0		0			1		(b)		5
										(3	)	(c)
										2		(d)
Common Stock (no par value, 1,500 shares authorized, issued and outstanding) for NYPG		0			0		25			(25	)	(b)		0
Additional paid-in capital		2,290			0		53			2,000		(a)		7,013
										1,945		(b)
										3		(c)
										722		(d)
(Accumulated Deficit) Retained Earnings		(2,895	)		0		(323	)		323		(b)		474
										3,369		(d)
TOTAL STOCKHOLDERS' AND MEMBER'S (DEFICIENCY) EQUITY		(600	)		4,093		(245	)		4,244				7,492
TOTAL LIABILITIES AND STOCKHOLDERS' AND MEMBER'S (DEFICIENCY) EQUITY	$	2		$	5,488	$	55		$	3,915			$	9,460

See accompanying notes to condensed combining proforma financial statements.

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Kitara Media Corp.

(f/k/a Ascend Acquisition Corp.)

Pro Forma Condensed Combining Statements of Operations

($ in thousands)

UNAUDITED

	Ascend Acquisition Corp.			Kitara Media, LLC			New York Publishing Group, Inc.		Proforma Adjustments				Proforma Combined
	Year Ended			Year Ended			Year Ended		Year Ended				Year Ended
	December 31, 2012			December 31, 2012			December 31, 2012		December 31, 2012				December 31, 2012
Revenue	$	84		$	23,557		$	553	$	-			$	24,194
Cost of revenue		0			18,598			0		0				18,598
Gross profit		84			4,959			553		0				5,596
Operating expenses
Software development costs		159			0			0		0				159
Impairment property and equipment		0			649			0		0				649
Selling, general and administrative expense		1,324			7,135			409		49		(e)		9,198
										281		(f)
Total operating expense		1,483			7,784			409		330				10,006
Operating income (loss)		(1,399	)		(2,825	)		144		(330	)			(4,410	)
Other income (expense)
Interest income		2			(1	)		0		0				1
Other income		7			0			0		0				7
Impairment of investments		(102	)		0			0		0				(102	)
FX gain/(loss)		0			(4	)		0		0				(4	)
Total other income (expense)		(93	)		(5	)		0		0				(98	)
Net income(loss)	$	(1,492	)	$	(2,830	)	$	144	$	(330	)		$	(4,508	)
Weighted average common shares outstanding, basic and diluted		48,840			0			0		7,804		(g)		56,644
Net loss per common share, basic and diluted		(0.03	)		0			0		0				(0.08	)

See accompanying notes to condensed combining proforma financial statements.

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Kitara Media Corp.

(f/k/a Ascend Acquisition Corp.)

Pro Forma Condensed Combining Statements of Operations

($ in thousands)

UNAUDITED

	Ascend Acquisition Corp.			Kitara Media, LLC		New York Publishing Group, Inc.			Proforma Adjustments				Proforma Combined
	Six-month ended			Six-month ended		Six-month ended			Six-month ended				Six-month ended
	June 30, 2013			June 30, 2013		June 30, 2013			June 30, 2013				June 30, 2013
Revenue	$	-		$	10,428	$	215		$	-			$	10,643
Cost of revenue		0			7,382		0			0				7,382
Gross profit		0			3,046		215			0				3,261
Impairment of property and equipment		0			0		300			0				300
Selling, general and administrative expense		0			2,926		299			24		(e)		3,390
										141		(f)
		0			2,926		599			165				3,690
Income (loss) from continuing operations		0			120		(384	)		(165	)			(429	)
Loss from discontinued operations		(1,088	)		0		0			1,088		(h)		0
Net (loss) income	$	(1,088	)	$	120	$	(384	)	$	923			$	(429	)
Weighted average common shares outstanding, basic and diluted		50,956			0		0			7,804		(g)		58,760
Net loss from continuing operations, basic and diluted	$	-		$	-	$	-		$	-			$	(0.01	)
Net loss from discontinued operations, basic and diluted	$	(0.02	)	$	-	$	-		$	-			$	(0.00	)
Net loss per common share, basic and diluted	$	(0.02	)	$	-	$	-		$	-			$	(0.01	)

See accompanying notes to condensed combining proforma financial statements.

-4-

KITARA MEDIA CORP.

(F/K/A ASCEND ACQUISITION CORP.)

PRO FORMA FINANCIAL INFORMATION

Notes to Pro forma statements

(UNAUDITED)

The following adjustment would be required if the transaction had occurred as of June 30, 2013

(a)   To record the effect of the $2 million financing (condition precedent to closing)

(b)   To record the effect of the business combination of New York Publishing Group, Inc (“NYPG”).  The purchase method was used by allocating the purchase price to the Company’s identifiable assets and liabilities, including intangible assets, based on the shares issued to NYPG (10,000,000) times the market rate of the stock ($0.20) at the time of the merger.  The proforma allocation of the purchase price is preliminary and subject to change.

(c)   To record the effect of the shares cancelled to certain shares held by Ascend stockholders

(d)   To record the effect of the reverse merger purchase of Kitara Media, LLC as a recapitalization.

The following adjustments would be required if the transaction had occurred at the beginning of the period presented

(e)   To record pro forma stock compensation expense for employment agreements entered into with named executive officers and directors, who were granted stock options.

(f)   To record pro forma amortization expense for the intangible asset with an estimated life of eight years for New York Publishing Group as part of the consideration for the stock issuance.

(g)   To record pro forma adjustment to weighted average shares outstanding for the period presented.

(h)   To remove the effect of discontinued operations.

The historical information in these pro forma statements for Ascend as of June 30, 2013 and for the year ended December 31, 2012 and the six months ended June 30, 2013 is derived from the audited financial statements included in its annual report on Form 10-K filed April 9, 2013 and its quarterly report on Form 10-Q filed July 29, 2013, respectively. The historical information in these Pro Forma Statements for Kitara Media, LLC and New York Publishing Group, Inc. as of June 30, 2013 and for the year ended December 31, 2012 and for the six months ended June 30, 2013 is derived from the audited financial statements included as exhibits to the Current Report on  Form 8-K which these pro forma statements are included.

Financing

On July 1, 2013, in connection with the closing of the Kitara/NYPG Merger Agreement, Ascend sold an aggregate of 4,000,000 shares of common stock to Ironbound on a private placement basis, for an aggregate purchase price of $2,000,000, or $0.50 per share. $300,000 of the purchase price for such shares was paid by Ironbound through the cancellation of the Secured Notes of Ascend.  The pro forma effects of the mergers reflect the shares issued prior to closing from the Financing (4,000,000), the shares issued to Kitara Media, LLC and New York Publishing Group, Inc. (30,000,000), the shares of Ascend's common stock which were cancelled as a condition to the closing of the mergers (25,813,075), and the repurchase of stock (381,950) on July 1, 2013. The effects of these transactions are reflected in the pro forma balance sheet as of June 30, 2013 and the beginning of the periods presented in the statements of operations.

Income Taxes

The income tax benefit associated with any net operating loss carry forwards has not been recorded in these pro forma statements as it cannot be determined on a more likely than not basis at this time if they will be realized.

Discontinued Operations

During the month of June 2013, Ascend determined that it would abandon its operations related to the game development business. The Company ceased operations during June 2013 in contemplation of the Kitara/NYPG Merger Agreement.

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