-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hp1Kg5Kh1gaYgbMjxaBbllGChYf1sXmcB4S0A9GUwEp6haO3nM5L3gXdFm/MAwUd I5wNpNKV9MlRDDm5J6kgGw== 0001437749-10-000060.txt : 20100113 0001437749-10-000060.hdr.sgml : 20100113 20100113161059 ACCESSION NUMBER: 0001437749-10-000060 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20100113 DATE AS OF CHANGE: 20100113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ascend Acquisition Corp. CENTRAL INDEX KEY: 0001350773 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 203881465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51840 FILM NUMBER: 10525257 BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DRIVE STREET 2: BUILDING 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-293-2512 MAIL ADDRESS: STREET 1: 435 DEVON PARK DRIVE STREET 2: BUILDING 400 CITY: WAYNE STATE: PA ZIP: 19087 10-K/A 1 aac_10ka1-123108.htm FORM 10-K/A AMENDMENT NO. 1 aac_10ka1-123108.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
(MARK ONE)

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

For the fiscal year ended December 31, 2008
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to

Commission file number  000-51840

ASCEND ACQUISITION CORP.
(Name of small business issuer 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)
(Zip Code)

Issuer’s telephone number:  (610) 977-7531

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Units consisting of one share of Common Stock,
par value $.0001 per share, and two Warrants

Common Stock, par value $.0001 per share

Warrants to purchase shares of Common Stock
(Title of Class)


 
EXPLANATORY NOTE

This Amendment to Form 10-K is being filed solely to file amended versions of Exhibit 31.01 hereto and Exhibit 31.02.  No other changes are being made to the Form 10-K.

Item 13. Exhibits
 
 
The following exhibits are filed as part of this report:
     
 
Exhibit
 
 
Number 
Description
     
 
31.01
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
 
31.02
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
ASCEND ACQUISITION CORP.
 
 
By:
/s/ Don K. Rice
 
 
Don K. Rice
 
 
Chairman of the Board, Chief Executive Officer, President and Treasurer
 
 
Date:   January 13, 2010
 

 
EX-31.01 2 ex31-01.htm CERTIFICATIONS CEO ex31-01.htm
Exhibit 31.01
 
CERTIFICATIONS

I, Don K. Rice, certify that:

1.           I have reviewed this Annual Report on Form 10-K of Ascend Acquisition Corp.;

2.           Based on my knowledge, this Annual 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 Annual Report;

3.           Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual Report;

4.           The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 our 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;

 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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;

 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our 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.           The registrant's other certifying officer(s) and I have disclosed, based on our 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.
 
         
       
/s/ Don K. Rice
 
   
Don K. Rice,
 
Date: January 13, 2010     
Chief Executive Officer
 
 
EX-31.02 3 ex31-02.htm CERTIFICATIONS CFO ex31-02.htm
Exhibit 31.02

CERTIFICATIONS

I, Don K. Rice, certify that:

1.           I have reviewed this Annual Report on Form 10-K of Ascend Acquisition Corp.;

2.           Based on my knowledge, this Annual 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 Annual Report;

3.           Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual Report;

4.           The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 our 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;

 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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;

 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our 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.           The registrant's other certifying officer(s) and I have disclosed, based on our 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.
 
         
   
/s/ Don K. Rice
 
 
   
Don K. Rice,
 
Date: January 13, 2010 
   
Chief Financial Officer
 

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