10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto

Commission file number: 000-51840

ASCEND ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	20-3881465
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

435 Devon Park Drive, Bldg. 700, Wayne, PA   19087

(Address of principal executive offices)

(610) 977-7531

(Issuer’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T .(232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o No o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if smaller reporting company)

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:    856,675 common shares as of  November 13, 2009

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED BALANCE SHEETS

(UNAUDITED)

	September 30, 2009			December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	2,348		$	2,606
Prepaid expenses		1,982			1,982
Total assets	$	4,330		$	4,588
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities    Accounts payable and accrued expenses	$	7,111		$	5,773
Notes payable to related party		245,000			195,000
Accrued interest on note payable to related party		8,813			1,151
Total liabilities		260,924			201,924
Commitments
Stockholders’ Deficit:
Preferred stock, $.0001 par value, authorized 1,000,000 shares; none    issued		-			-
Common stock, $.0001 par value, authorized 300,000,000 shares and        issued and outstanding 856,675 shares		86			86
Additional paid-in capital		148,976			148,976
Accumulated deficit during the development stage		(405,656	)		(346,398	)
Total stockholders’ deficit		(256,594	)		(197,336	)
Total liabilities and stockholders’ deficit	$	4,330		$	4,588

See accompanying notes to unaudited condensed financial statements.

1

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF EXPENSES

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,						December 5, 2005 (Inception) to September 30,
	2009			2008			2009			2008			2009
General and administrative expenses	$	13,348		$	40,896		$	51,596		$	202,294		$	1,899,101
Operating loss		(13,348	)		(40,896	)		(51,596	)		(202,294	)		(1,899,101	)
Other income (expense):
Interest income		-			-			-			-			12,689
Interest on trust fund investment		-			-			-			335,120			2,052,557
Interest expense		(2,827	)		-			(7,662	)		-			(157,186	)
Gain on extinguishment of debt		-			-			-			-			892,597
Total other income (expense)		(2,827	)		-			(7,662	)		335,120			2,800,657
Income (loss) before income taxes		(16,175	)		-			(59,258	)		132,826			901,556
Income tax benefit		-			-			-			-			-
Net income (loss)	$	(16,175	)	$	(40,896	)	$	(59,258	)	$	132,826		$	901,556

Weighted average shares of common
stock outstanding
Basic		856,675			856,675			856,675			856,675
Diluted		856,675			856,675			856,675			856,675
Earnings (loss) per common share        Basic	$	(.02	)	$	(.05	)	$	(.07	)	$	.16
Diluted	$	(.02	)	$	(.05	)	$	(.07	)	$	.16

See accompanying notes to unaudited condensed financial statements.

2

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months  Ended September 30,						December 5, 2005 (Inception) to September 30,
	2009			2008			2009
Cash flows from operating activities:
Net income (loss)	$	(59,258	)	$	132,826		$	901,556
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in trust		-			(546,948	)		(2,693,473	)
Amortization of debt discount		-			-			146,250
Shares issued for service		-			-			2,726
Change in operating assets and liabilities:
Prepaid expenses and other receivables		-			10,937			(1,982	)
Accounts payable and accrued expenses		1,338			26,088			7,111
Accrued interest due to related party		7,662			-			8,813
Deferred interest		-			211,827			640,916
Net cash used in operating activities		(50,258	)		(165,270	)		(988,083	)
Cash flows from investing activities:
Purchase of treasury bills held in trust		-			-			(15,485,695	)
Purchase of municipal securities held in trust		-			-			(30,809,507	)
Sale/maturity of treasury bills held in trust		-			-			15,613,788
Sale of municipal securities held in trust		-			-			31,176,329
Purchase of Pennsylvania municipal securities held in trust		-			-			(39,005,118	)
Redemption of Pennsylvania municipal securities held in trust		-			41,128,675			41,203,675
Distribution of trust assets to public shareholders		-			(41,053,675	)		(41,128,675	)
Net cash provided by (used in) investing activities		-			75,000			(38,435,203	)
Cash flows from financing activities:
Gross proceeds from initial public offering		-			-			41,400,000
Proceeds from note payable to stockholder		50,000			100,000			325,000
Repayment of note payable to stockholder		-			-			(80,000	)
Proceeds from sale of shares of common stock to founding stockholders		-			-			25,000
Proceeds from issuance of option		-			-			100
Proceeds from sale of insider units		-			-			1,000,002
Payment of costs of public offering		-			-			(3,244,468	)
Net cash provided by financing activities		50,000			100,000			39,425,634
Net increase (decrease) in cash and cash equivalents		(258	)		9,730			2,348
Cash and cash equivalents at beginning of period		2,606			10,508			-
Cash and cash equivalents at end of period	$	2,348		$	20,238		$	2,348

Interest paid	$	-	$	-		$	148,373
Income taxes paid	$	-	$	-		$	-
Supplemental schedule of non-cash financing activity:
Reversal of costs of public offering	$	-	$	(952,200	)	$	-

See accompanying notes to unaudited condensed financial statements.

3

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.  Basis of Presentation

Thecondensed financial statements at September 30, 2009 and for the three and nine month periods ended September 30, 2009 and 2008 and for the period from December 5, 2005 (inception) to September 30, 2009 are unaudited and include the accounts of Ascend Acquisition Corp. (a corporation in the development stage) (“the Company”).  The condensed balance sheet at December 31, 2008 has been derived from the audited financial statements included in the Company’s 10-K filed on March 31, 2009.

In the opinion of management, all adjustments (consisting of normal accruals) have been made that are necessary to present fairly the financial position of the Company as of September 30, 2009 and the results of its operations and its cash flows for the three and nine month periods ended September 30, 2009 and 2008. Operating results for the interim period presented are not necessarily indicative of the results to be expected for a full year.

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

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168” or ASC 105-10). SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009, and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition.  The Codification did not change GAAP; however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

In May 2009, the FASB issued SFAS No. 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS No. 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS No. 165 (ASC 855-10) is effective for interim or annual periods ending after June 15, 2009, and must be applied prospectively. The adoption of SFAS No. 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine-month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.

4

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2.  Organization and Business Operations

The Company was incorporated in Delaware on December 5, 2005 as a blank check company whose objective is to acquire an operating business.

The current primary activity of the Company involves seeking a company or companies that it can acquire or with which it can merge. The Company’s plans are now only in an early stage.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of September 30, 2009, the Company has a working capital deficiency, has not generated operating revenues and has accumulated losses since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from the largest beneficial owner of the Company’s outstanding stock (who also is one of the Company’s officers and directors), the ability of the Company to obtain necessary debt or equity financing to continue operations, or the acquisition of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

3.  Note payable to related party

On November 18, 2008, the Company issued a convertible promissory note (the “First Note”) to Don K. Rice,  our sole officer and one of our directors, with a principal amount of $195,000.  The principal balance of the First Note includes the principal balance of an earlier promissory note executed on June 16, 2008, plus accrued interest and additional advances made by Mr. Rice thereafter.   The First Note is due and payable in full on demand, and bears interest at the rate of 5% per annum.  At any time prior to the payment in full of the entire balance of the First Note, Mr. Rice has the option of converting all or any portion of the unpaid balance of the First Note into shares of Ascend 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 then recent market prices and near non-liquidity of our 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 our 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 First Note, he would receive 4,875,000 shares of Ascend common stock.

In addition, in August 2009, the Company executed a convertible promissory note (the “Second Note”) to Don K. Rice, with a principal amount of $50,000.  The principal balance of the Second Note includes the additional advances made by Mr. Rice during 2009.  The Second Note is due and payable in full on demand, and bears interest at the rate of 5% per annum.  At any time prior to the payment in full of the entire balance of the Second Note, Mr. Rice has the option of converting all or any portion of the unpaid balance of the Second Note into shares of the Company’s common stock at a conversion price equal to $0.05 per share, subject to adjustment upon certain events.  The conversion price was based on the  market price.  Assuming no adjustment to the conversion price, if Mr. Rice converts the entire principal balance of the Second Note, he would receive 1,000,000 shares of Ascend common stock.

5

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

4.  Earnings per Share

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

	Quarter Ended September 30, 2009			Quarter Ended September 30, 2008			Nine Months Ended September 30, 2009			Nine Months Ended September 30, 008
Numerator:  Net income (loss), basic	$	(16,175	)	$	(40,896	)	$	(59,258	)	$	132,826
Numerator:  Adjusted  net income (loss),    Diluted	$	(16,175	)	$	(40,896	)	$	(59,258	)	$	132,826
Denominator: Average common shares   outstanding – basic		856,675			856,675			856,675			856,675
Denominator: Average common shares   outstanding – diluted		856,675			856,675			856,675			856,675
Basic earnings (loss) per share	$	(.02	)	$	( .05	)	$	(.07	)	$	.16
Diluted earnings (loss) per share	$	(.02	)	$	(. 05	)	$	(.07	)	$	.16

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

In periods where losses are reported, the weighted average number of shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

5. Subsequent Events

On November 5, 2009, Don K. Rice, our sole officer and one of our directors, advanced $10,000 to the Company in order for it to meet its operating expenses.

6

Item 2. Management’s Discussion and Analysis.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  We have based these forward-looking statements on our current expectations and projections about future events.  These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.  Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings.  The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

General

We were formed on December 5, 2005 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with a currently unidentified operating business.  The registration statement for our initial public offering ("the Offering") was declared effective May 11, 2006.  On May 17, 2006, we sold 6,000,000 units in the Offering and on May 22, 2006, we sold 900,000 units in the Offering. The total units sold of 6,900,000 include all of the 900,000 units subject to the underwriters’ overallotment option.  Each of our units originally consisted of one share of our common stock, $.0001 par value per share, and two redeemable common stock purchase warrants.  Each warrant originally entitled the holder to purchase from us one share of common stock at an exercise price of $5.00. We received net proceeds of approximately $37,203,000 from the Offering.  All activity from December 5, 2005 through May 17, 2006 related to our formation and initial public offering.

On July 31, 2007, we announced that we had signed a definitive agreement to acquire e.PAK Resources (S) Pte. Ltd. (“ePAK”), a privately held, full-service supplier of semiconductor transfer and handling products.   On April 28, 2008, we announced that we had abandoned our proposed business combination with ePAK.  We were required to complete our business combination with ePAK by May 17, 2008.  Because we did not consummate a qualifying Business Combination prior to May 17, 2008, the board of directors contemplated alternatives for preserving value for stockholders.  Ultimately, the board of directors proposed to amend our certificate of incorporation:

7

*	to permit the continuance of our company as a corporation beyond the time currently specified in our certificate of incorporation without the limitations related to the Offering;
*	to increase the authorized shares of common stock from 30,000,000 shares to 300,000,000 shares of common stock; and

* to effect a one-for-ten reverse stock split of our common stock, in which every 10 shares of Common Stock outstanding as of the effective date of the amendment will be converted into one share of Common Stock.

Our stockholders approved all of these amendments at a special meeting held on September 4, 2008.  In addition to these amendments, on September 18, 2008 we distributed the amounts in the Trust Fund established by us at the consummation of the Offering and into which a certain amount of the net proceeds of the Offering were deposited (the “Trust Fund”).  The aggregate amount in the Trust Fund was approximately $41,128,676 or approximately $5.96 per original share of common stock issued in the Offering (“IPO Shares”).  Only holders of our IPO Shares received proceeds from the distribution of the Trust Fund, after establishing a reserve for Delaware franchise taxes expected to be paid in the amount of approximately $75,000.  

As a result of the preceding, our current primary activity involves seeking a company or companies that we can acquire or with which we can merge.  Our plans are now only in an early stage.  In our company’s present state, it can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.

Results of Operations

Quarter Ended September 30, 2009 Compared to the Quarter Ended September 30, 2008

General and administrative expenses for the quarter ended September 30, 2009 were $13,348 compared to $40,896 for the quarter ended September 30, 2008, a decrease of $27,548.  Legal and professional fees amounted to $5,107 during the third quarter of 2009 compared to $5,120 during the third quarter of 2008.  Additionally, insurance expense of $6,045 was incurred during the third quarter of 2009 compared to $6,225 during the third quarter of 2008.   Other operating expenses totaled $2,196 during the third quarter of 2009 compared to $29,551 during the third quarter of 2008.  Other expenses during the third quarter of 2008 include $11,419 for Delaware Franchise Tax, $8,793 in SEC expenses and $5,909 in trustee expenses.  None of these expenses were incurred during the third quarter of 2009.

With the abandonment of our proposed business acquisition, we were required to repay the trust fund assets to our public shareholders.  All interest earned on the trust fund assets in the quarter ended September 30, 2008, through the repayment date of September 18, 2008, was deferred, since it had been determined it would be distributed to public shareholders and not available to the Company.  During the third quarter of 2008 and 2009, we owed certain outstanding amounts borrowed from Don K. Rice, our sole officer and one of our directors.   In the third quarter of 2009, $2,827 of interest expense was recorded on these loans.  There was no interest expense recorded in the third quarter of 2008.

Net loss for the quarter ended September 30, 2009 was $16,175, compared to a net loss of $40,896 for the quarter ended September 30, 2008, as a result of the items mentioned above.

8

Nine Months Ended September 30, 2009 Compared to the Nine Months Ended September 30, 2008

General and administrative expenses for the nine months ended September 30, 2009 were $51,596 compared to $202,294 for the nine months ended September 30, 2008, a decrease of $150,698. Legal and professional fees for the nine months ended September 30, 2009 amounted to $25,552 for the nine months ended September 30, 2008 compared to $131,328 for the nine months ended September 30, 2008; the legal and professional fees for the nine months ended September 30, 2008 was higher as a result of the potential business combination and the abandonment of the business combination in 2008. The Company was pursuing acquisition candidates in 2007 and abandoned its primary acquisition target in May 2008. As a result, we incurred higher legal and professional fees in 2008. In addition, the Company had an administrative services agreement to an affiliate of our special advisor, Arthur Spector, of $7,500 per month. As a result of the abandonment of the business combination in 2008, the fee arrangement terminated effective March 31, 2008.  In addition, there was a net credit of $75,000 for a monthly administrative services agreement for the nine months ended September 30, 2008, which represented a waiver of the unpaid balance.  No such credit arose for the nine months ended September 30, 2008.  SEC expenses for the nine months ended September 30, 2009 were $4,127 compared to $62,021 for the nine months ended September 30, 2008.  Delaware franchise tax was $30,044 for the nine months ended September 30, 2008.  There was no Delaware franchise tax for the nine months ended September 30, 2009.  Other expenses decreased by $31,984 to $21,917 for the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008.

With the abandonment of our proposed business acquisition, we were required to repay the trust fund assets to our public shareholders.  For the nine months ended September 30, 2008, the trust fund assets and other interest bearing bank deposits earned $335,120.  Because of their distribution in September 2008, no income was earned on the trust fund assets, nor on any other interest bearing bank deposits or other funds in the third quarter of 2009. During the first nine months of 2008 and 2009, we owed certain outstanding amounts borrowed from Don K. Rice, our sole officer and one of our directors.   For the nine months of 2009, $7,662 of interest expense was recorded on these loans.  No interest expense was recorded in the third quarter of 2008.

Net loss for the nine months ended September 30, 2009 was $59,258, compared to net income of $132,826 for the nine months ended September 30, 2008, as a result of the items mentioned above.

Liquidity and Capital Resources

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

9

Off-balance Sheet Arrangements

Options and warrants issued in conjunction with our initial public offering are equity-linked financial instruments and, accordingly, represent off-balance sheet arrangements.  The options and warrants are not accounted for as derivatives, but instead are accounted for as equity.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2009. The evaluation was conducted under the supervision and with the participation of management, including our chief executive officer. Disclosure controls and procedures mean our controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including the chief executive officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of disclosure controls and procedures includes an evaluation of some components of our internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the management report that is set forth in our Annual Report on Form 10-K.

The evaluation of our disclosure controls and procedures included a review of their objectives and design, our implementation of the controls, and the effect of the controls on the information generated for use in this Form 10-Q. In the course of the controls evaluation, we sought to identify any past instances of data errors, control problems or acts of fraud and sought to confirm that appropriate corrective actions, including process improvements, were being undertaken. This evaluation is performed on a quarterly basis so that the conclusions of management, including the chief executive officer, concerning the effectiveness of our disclosure controls and procedures can be reported in our periodic reports.

Our chief executive officer has concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management required by Rules 13a-15 and 15d-15 under the Exchange Act, that as of September 30, 2009, our disclosure controls and procedures were not effective due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting contained in the Company’s 2008 Annual Report on Form 10-K.

Limitations on Effectiveness of Controls and Procedures

Our management, including our chief executive officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

10

Changes in Internal Control over Financial Reporting

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles (United States). Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles (United States), and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

There have not been any changes in the Company's internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during its third fiscal quarter of 2009 that have materially affected, or are reasonably likely to materially affect its internal control over financial reporting.

11

PART II - OTHER INFORMATION

Item 6.  Exhibits.

EXHIBITS

Exhibit No.	Description
31	Certification of Chairman, Chief Executive Officer and President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of Chairman, Chief Executive Officer and President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

12

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASCEND ACQUISITION CORP.
Date:  November 13, 2009	By:	/s/ Don K. Rice
		Chairman of the Board, Chief Executive Officer, President and Treasurer (Principal executive officer and principal financial and accounting officer)

EX-31

EXHIBIT 31

CERTIFICATION OF CHAIRMAN, CHIEF EXECUTIVE OFFICER , PRESIDENT AND TREASURER

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

I, Don K. Rice, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 13, 2009

By:	/s/ Don K. Rice
	Don K. Rice Chairman of the Board, Chief Executive Officer, President and Treasurer  (Principal executive and financial officer)

EX-32

EXHIBIT 32

CERTIFICATION OF CHAIRMAN, CHIEF EXECUTIVE OFFICER , PRESIDENT AND TREASURER

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

The undersigned hereby certifies that the quarterly report on Form 10-Q of Ascend Acquisition Corp. (“the Registrant”) for the quarter ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations  of the Registrant.

Dated: November 13, 2009

By:	/s/ Don K. Rice
	Don K. Rice Chairman of the Board,  Chief  Executive Officer, President and Treasurer (Principal executive and financial officer)