KITARA MEDIA CORP. - FORM 10-Q

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EX-32 - EX-32 - KITARA MEDIA CORP.	v222304_ex32.htm
EX-31 - EX-31 - KITARA MEDIA CORP.	v222304_ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended March 31, 2011

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

For the transition period from to

Commission file number: 000-51840

ASCEND ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-3881465
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

970 West Broadway, PMB 402, Jackson, WY 83001

(Address of principal executive offices)

(307) 734-2645

(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 ¨

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 ¨ No ¨

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if smaller reporting company)

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 7,931,675 common shares as of May 13, 2011

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

BALANCE SHEETS

(UNAUDITED)

	March 31, 2011			December 31, 2010

ASSETS
Current assets:
Cash and cash equivalents	$	18,229		$	2,577
Prepaid expenses		1,982			1,982
Total current assets		20,211			4,559
Total assets	$	20,211		$	4,559

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	15,887		$	6,606
Advances from related party		5,400			15,000
Convertible notes payable to related party		25,000			305,000
Accrued interest on convertible notes payable to related party		14			26,829
Total current liabilities		46,301			353,435
Total liabilities		46,301			353,435

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 7,931,675 and 856,675 shares		793			86
Additional paid-in capital		495,098			148,976
Deficit accumulated during the development stage		(521,981	)		(497,938	)
Total stockholders’ deficit		(26,090	)		(348,876	)
Total liabilities and stockholders’ deficit	$	20,211		$	4,559

See accompanying notes to unaudited financial statements.

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

STATEMENTS OF EXPENSES

(UNAUDITED)

	Three Months Ended March 31,						December 5, 2005 (Inception) to March 31,
	2011			2010			2011

General and administrative expenses	$	24,029		$	15,835		$	1,997,396

Operating loss		(24,029	)		(15,835	)		(1,997,396	)

Other income (expense):
Interest income		-			-			12,689
Interest on trust fund investment		-			-			2,052,557
Interest expense		(14	)		(3,346	)		(175,716	)
Gain on extinguishment of debt		-			-			892,597
Total other income (expense)		(14	)		(3,346	)		2,782,627

Income (loss) before income taxes		(24,043	)		(19,181	)		785,231

Income tax (provision) benefit		-			-			-

Net income (loss)	$	(24,043	)	$	(19,181	)	$	785,231

Weighted average shares of common stock outstanding
Basic		7,066,953			856,675
Diluted		7,066,953			856,675

Loss per common share
Basic	$	(.00	)	$	(.02	)
Diluted	$	(.00	)	$	(.02	)

See accompanying notes to unaudited financial statements.

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,						December 5, 2005 (Inception) to March 31,
	2011			2010			2011
Cash flows from operating activities:
Net income (loss)	$	(24,043	)	$	(19,181	)	$	785,231
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in trust		-			-			(2,052,557	)
Amortization of debt discount		-			-			146,250
Shares issued for service		-			-			2,726
Forfeiture of accrued interest on convertible debt		-			-			26,829
Change in operating assets and liabilities:
Prepaid expenses and other receivables		-			-			(1,982	)
Accounts payable and accrued expenses		9,281			(1,312	)		15,887
Accrued interest due to related party		14			3,346			14
Net cash used in operating activities		(14,748	)		(17,147	)		(1,077,602	)

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		-			-			41,203,675
Distribution of trust assets to public shareholders		-			-			(41,128,675	)
Net cash used in investing activities		-			-			(38,435,203	)

Cash flows from financing activities:
Gross proceeds from initial public offering		-			-			41,400,000
Proceeds from advances and convertible notes payable to stockholder		25,000			20,000			425,000
Repayment of advances and convertible notes payable to stockholder		-			-			(80,000	)
Proceeds from related party advance		5,400			-			5,400
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		30,400			20,000			39,531,034

Net increase in cash and cash equivalents		15,652			2,853			18,229
Cash and cash equivalents at beginning of period		2,577			7,666			-
Cash and cash equivalents at end of period	$	18,229		$	10,519		$	18,229

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

STATEMENTS OF CASH FLOWS (CONTINUED)

(UNAUDITED)

Supplemental disclosures of cash flow information:

	Three Months Ended March 31,				December 5, 2005 (Inception) to March 31,
	2011		2010		2011

Cash paid for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

Non-cash financing activity:
Conversion of related party advances into convertible notes	$	15,000	$	20,000	$	320,000
Conversion of convertible notes and interest to common shares	$	346,829	$	-	$	346,829

See accompanying notes to unaudited financial statements.

ASCEND ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. Basis of Presentation

The financial statements at March 31, 2011 and for the three-month periods ended March 31, 2011 and 2010 and for the period from December 5, 2005 (inception) to March 31, 2011 are unaudited and include the accounts of Ascend Acquisition Corp. (a corporation in the development stage) (“the Company”). The balance sheet at December 31, 2010 has been derived from the audited financial statements included in the Company’s 10-K filed on March 31, 2011.

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 March 31, 2011 and the results of its operations and its cash flows for the three-month periods ended March 31, 2011 and 2010. 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.

The Company does not expect that accounting standards or interpretations issued or recently adopted to have a material impact on the Company’s financial position, operations or cash flows.

In accordance with ASC 855, the Company evaluated subsequent events through the date these financial statements were issued. There were no material subsequent events that required recognition or additional disclosure in these 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 March 31, 2011, the Company has a working capital deficiency of $26,090, has not generated operating revenues and has an accumulated deficit. 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 the Company’s sole officer and director), 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.

On January 21, 2011, the Company entered into and consummated a Stock Purchase Agreement (the “Purchase Agreement”) with Ironbound Partners Fund, LLC (“Ironbound”) and Don K. Rice, the Company’s former chief executive officer, president and treasurer. Pursuant to the Purchase Agreement, Ironbound purchased an aggregate of 7,293,550 shares of the Company’s Common Stock from Mr. Rice for an aggregate purchase price of $310,000. As a result, Ironbound became the owner of approximately 92% of the Company’s Common Stock and Jonathan J. Ledecky, Ironbound’s managing member, became the Company’s sole officer and director.

3. Convertible Notes Payable to Related Party

In November 2008, the Company issued a convertible promissory note (the “First Note”) to Mr. Rice with a principal amount of $195,000. The principal balance of the First Note included 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 was due and payable in full on demand, and bore 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 had the option of converting all or any portion of the unpaid balance of the First Note into shares of the Company’s Common Stock at a conversion price equal to $0.04 per share, subject to adjustment upon certain events. The conversion price was based on the then recent market prices and near non-liquidity of the Company’s Common Stock, the number of shares that would be issued and the effect that the sale of such shares would have on the market for the Company’s Common Stock, and the legal constraints on the sale of such shares. The Company evaluated the terms of the First Note and concluded that the First Note did not result in a derivative; however, the Company concluded that there was a beneficial conversion feature since the First Note was convertible into shares of the Company’s Common Stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature was valued at $146,250 at inception based on the intrinsic value of the discount. The discount was fully amortized at December 31, 2008 due to the short-term nature of the First Note. For the year ended December 31, 2008, $146,250 was charged to interest expense associated with the amortization of the debt discount resulting in an effective interest rate of approximately 77%.

In August 2009, the Company executed a convertible promissory note (the “Second Note”) to Mr. Rice, with a principal amount of $50,000. The principal balance of the Second Note included additional advances made by Mr. Rice during 2009. The Second Note was due and payable in full on demand, and bore 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 had 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 then market price of the Company’s Common Stock. The Company evaluated the terms of the Second Note and concluded that the Second Note did not result in a derivative and that there was not a beneficial conversion feature.

In March 2010, the Company issued a convertible promissory note (the “Third Note”) to Mr. Rice, with a principal amount of $30,000. The principal balance of the Third Note included additional advances made by Mr. Rice during the fourth quarter of 2009 through February 2010. The Third Note was due and payable in full on demand and bore interest at the rate of 5% per annum. At any time prior to the payment in full of the entire balance of the Third Note, Mr. Rice had the option of converting all or any portion of the unpaid balance of the Third Note into shares of the Company’s Common Stock at a conversion price equal to $0.06 per share, subject to adjustment upon certain events. The conversion price was based on the then market price of the Company’s Common Stock. The Company evaluated the terms of the Third Note and concluded that the Third Note did not result in a derivative and that there was not a beneficial conversion feature.

In August 2010, the Company issued a convertible promissory note (the “Fourth Note”) to Mr. Rice, with a principal amount of $30,000. The principal balance of the Fourth Note included additional advances made by Mr. Rice from May 2010 through July 2010. The Fourth Note was due and payable in full on demand and bore interest at the rate of 5% per annum. At any time prior to the payment in full of the entire balance of the Fourth Note, Mr. Rice had the option of converting all or any portion of the unpaid balance of the Fourth 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 of the Company’s Common Stock at or about the time of the issuance of the Fourth Note. The Company evaluated the terms of the Fourth Note and concluded that the Fourth Note did not result in a derivative and that there was not a beneficial conversion feature.

In January 2011, the Company issued a convertible promissory note (the “Fifth Note” and together with the First Note, Second Note, Third Note and Fourth Note, the “Notes”) to Mr. Rice, with a principal amount of $15,000. The principal balance of the Fifth Note included additional advances made by Mr. Rice during August and November 2010. The Fifth Note was due and payable in full on demand and bore interest at the rate of 5% per annum. At any time prior to the payment in full of the entire balance of the Fifth Note, Mr. Rice had the option of converting all or any portion of the unpaid balance of the Fifth Note into shares of the Company’s common stock at a conversion price equal to $0.15 per share, subject to adjustment upon certain events. The conversion price was based on the market price of the Company’s Common Stock at or about the time of the issuance of the Fifth Note. The Company evaluated the terms of the Fifth Note and concluded that the Fifth Note did not result in a derivative and that there was not a beneficial conversion feature.

On January 12, 2011, Mr. Rice converted the entire principal balances of the Notes into an aggregate of 7,075,000 shares of Common Stock of the Company. The Notes had an aggregate outstanding principal balance of $320,000, for an average per-share conversion price of $0.045. Additionally, the accrued interest on the Notes totaling $26,829 was forfeited and charged to interest expense and credited to additional paid in capital as part of the cost of securities issued.

In March 2011, the Company executed a convertible promissory note in favor of Jonathan J. Ledecky, with a principal amount of $25,000. The note is due and payable in full on demand and bears an interest rate of 5% per annum. At any time prior to the payment in full of the entire balance of the note, Mr. Ledecky has the option of converting all or any portion of the unpaid balance of the note into shares of the Company’s Common Stock at a conversion price equal to $0.19 per share, subject to adjustment upon certain events. The conversion price was based on the market price of the Company’s Common Stock at the time of the issuance of the note. Based on the current conversion price, if Mr. Ledecky converts the entire principal balance of the note, he would receive 131,579 shares of the Company’s Common Stock.

4. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Quarter Ended March 31, 2011			Quarter Ended March 31, 2010

Numerator: Net income (loss), basic	$	(24,043	)	$	(19,181	)

Numerator: Adjusted net income (loss), Diluted	$	(24,043	)	$	(19,181	)

Denominator: Average common shares outstanding – basic		7,066,953			856,675

Denominator: Average common shares outstanding – diluted		7,066,953			856,675

Basic earnings (loss) per share	$	(.00	)	$	( .02	)

Diluted earnings (loss) per share	$	(.00	)	$	(. 02	)

For periods where losses are reported, adjustments that would decrease net loss or increase the weighted-average number of common shares outstanding due to the effect of common stock equivalents are excluded from the diluted loss per share calculation, because their inclusion would be anti-dilutive. Diluted loss per share does not include the effect of the convertible notes payable to a related party that may be converted to 131,579 and 6,375,000 common shares for the periods ended March 31, 2011 and 2010, respectively; the related interest expense for the periods ended March 31, 2011 and 2010 of $14 and $3,346, respectively, is also excluded from the calculation of diluted loss per share, since their inclusion would be anti-dilutive. Additionally, for the periods ended March 31, 2011 and 2010 diluted loss per share excludes common stock purchase warrants to purchase 60,000 and 1,473,334 shares of common stock because the exercise prices of the warrants were in excess of the related market value.

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. We were required to complete our business combination with ePAK by May 17, 2008. However, on April 28, 2008, we announced that we had abandoned the proposed business combination with ePAK (effectively terminating the definitive agreement). The transaction was abandoned because we were unable to finalize our proxy statement relating to our special meeting of stockholders with the Securities and Exchange Commission in order to timely hold such meeting and consummate the acquisition. This was due to the fact that certain conditions to the consummation of the acquisition had not been satisfied and would not have been satisfied prior to May 17, 2008. Although we requested that ePAK waive such conditions, ePAK refused to do so. As a result, we were unable to finalize our proxy statement and were forced to abandon the acquisition.

Because we were unable to consummate our business combination prior to May 17, 2008, our board of directors contemplated alternatives for preserving value for stockholders. Ultimately, the board of directors proposed to amend our certificate of incorporation:

to permit the continuance of our company as a corporation beyond the time then 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.

Since such time, we have been seeking to acquire a business or company or identify some other opportunity for us and our shareholders’ benefit.

To supplement our working capital needs, Don K. Rice, a former member of the board of directors and our former chief executive officer, president and treasurer, loaned us an aggregate of $320,000 in exchange for convertible promissory notes (“Notes”) which was convertible into an aggregate of 7,075,000 shares of our Common Stock (the “Note Shares”), at an average conversion price of approximately $0.045 per share.

On January 21, 2011, we entered into and consummated a Stock Purchase Agreement (the “Purchase Agreement”) with Mr. Rice and Ironbound Partners Fund, LLC, a Delaware limited liability company (the “Purchaser”). Pursuant to the Purchase Agreement, Mr. Rice converted the Notes into the Note Shares. Immediately after the conversion of the Notes, Mr. Rice sold to Purchaser the Note Shares together with 218,550 additional shares of common stock held by Mr. Rice, or an aggregate of 7,293,550 shares of common stock, representing approximately 92% of our outstanding capital stock in the aggregate, giving effect to the conversion of the Notes, for an aggregate purchase price of $310,000.

Additionally, pursuant to the Purchase Agreement:

Mr. Rice resigned from all of his positions with us;

Stephen Brown, a member of the board, resigned from his position; and

Jonathan J. Ledecky, the sole manager of the Purchaser, was appointed as a member of the board and as our chief executive officer.

Accordingly, Mr. Ledecky is now our sole officer and director. The transactions discussed above have not changed our “shell company” status. As a result, we will continue to seek to acquire a business or company or other opportunity for us and our shareholders’ benefit.

Results of Operations

Quarter Ended March 31, 2011 Compared to the Quarter Ended March 31, 2010

General and administrative expenses for the quarter ended March 31, 2011 were $24,029 compared to $15,835 for the quarter ended March 31, 2010, an increase of $8,194. Included in these expenses were legal and professional fees which amounted to $18,500 during the first quarter of 2011 compared to $8,500 during the first quarter of 2010. The quarter ended March 31, 2011 included audit, accounting, and legal fees related to the 2010 audit and additional legal fees related to the Purchase Agreement. The remaining general and administrative expenses of $5,529 for the first quarter of 2011 included insurance expense, trustee expense and SEC expenses. Other expenses of $14 during the first quarter of 2011 compared to $3,346 during the first quarter of 2010, a decrease of $3,332, represented interest expense on our outstanding Notes.

Liquidity and Capital Resources

Currently, we have only a minimal amount of cash on hand. We have in the past relied, and will continue to rely, on loans from our officers, directors and stockholders (which such loans may or may not be convertible into our securities) to supplement our working capital needs. To this end, Jonathan J. Ledecky loaned us an aggregate amount of $25,000 on March 30, 2011 to supplement our working capital needs. The loan is evidenced by a promissory note, bearing interest at a rate of 5%, that is convertible at the option of Mr. Ledecky into shares of our common stock at a conversion price of $0.19 per share.

None of our officers, directors or stockholders is under any obligation to provide us with any other loans. Accordingly, if they do not agree to loan us funds at a time when funds are necessary, we may need to suspend operations and cease searching for a target business to acquire until funds become available to us.

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.

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 we be unable to continue as a going concern. As of March 31, 2011, we had a working capital deficiency of $26,090, had not generated operating revenues and had an accumulated deficit. Our continuation as a going concern is dependent upon the continued financial support from our stockholders, our ability to obtain necessary debt or equity financing to continue operations, or the acquisition of profitable operations. These factors raise substantial doubt regarding our ability to continue as a going concern.

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 4. 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 March 31, 2011. 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 March 31, 2011, 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 2010 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.

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 first fiscal quarter of 2011 that have materially affected, or are reasonably likely to materially affect its internal control over financial reporting.

PART II - OTHER INFORMATION

Item 6. Exhibits.

Exhibit No.		Description

31		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

SIGNATURES

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

ASCEND ACQUISITION CORP.
By:	/s/ Jonathan J. Ledecky
Jonathan J. Ledecky
Chief Executive Officer
(Principal executive officer and principal financial and accounting officer)

Date: May 13, 2011

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