Item 1. Business.
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 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 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.
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 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 officer 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.
The parties have agreed that as soon as practicable after the tenth day after the mailing of the Information Statement (defined below) to our stockholders, Mr. Rice shall resign from the board and, immediately after such resignation, the board will be comprised of a number of members established by Mr. Ledecky, our sole remaining director, all of whom shall be nominated by Purchaser.
We have agreed to prepare and file with the Securities and Exchange Commission, and thereafter mail, an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of notifying our stockholders of the above-referenced transactions and change in the majority of the board as soon as practicable.
The transactions discussed above will not change our “shell company” status. As a result, we will continue to seek to acquire a business or company or other opportunity for it and its shareholders’ benefit.
Current Business Plan
Our plan is to seek, investigate, and if such investigation warrants, acquire in one or more operating businesses desiring the perceived advantages of a publicly held corporation. At this time, we have no plan, proposal, agreement, understanding, or arrangement to acquire or merge with any specific business or company. We will not restrict our search to any specific business, industry, or geographical location, and may participate in business ventures of virtually any kind or nature. Discussion of the proposed business under this caption and throughout this Annual Report is purposefully general and is not meant to restrict our virtually unlimited discretion to search for and enter into a business combination.
We may seek a combination with a firm that only recently commenced operations, a developing company in need of additional funds to expand into new products or markets or seeking to develop a new product or service, or an established business which may be experiencing financial or operating difficulties and needs additional capital which is perceived to be easier to raise by a public company. In some instances, a transaction may involve acquiring or merging with a corporation which does not need substantial additional cash but which desires to establish a public trading market for its common stock. We may purchase assets and establish wholly-owned subsidiaries in various businesses or purchase existing businesses as subsidiaries.
Selecting a transaction will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, we believe that there are numerous firms seeking the benefits of a publicly-traded corporation. Such perceived benefits of a publicly traded corporation may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for the principals of a business, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders, and other items. Potentially transactions may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such transactions extremely difficult and complex.
We have insufficient capital with which to provide the owners of businesses significant cash or other assets. Management believes we will offer owners of businesses the opportunity to acquire a controlling ownership interest in a public company at substantially less cost than is required to conduct an initial public offering. The owners of the businesses will, however, incur significant post-merger or acquisition registration costs in the event they wish to register a portion of their shares for subsequent sale. We will also incur significant legal and accounting costs in connection with the acquisition of a target business, including the costs of preparing Current Reports on Form 8-K, agreements, and related reports and documents. We do not intend to make any loans to any prospective merger or acquisition candidates or to unaffiliated third parties.
Sources of Opportunities
We will seek a potential target business from all known sources, but will rely principally on personal contacts of our management as well as indirect associations between it and other business and professional people. We do not presently anticipate that we will engage any professional firm specializing in business acquisitions or reorganizations in order to locate a target but, as is customary in the industry, we may pay a finder’s fee for introducing us to an acquisition prospect that we ultimately acquire. If any such fee is paid, it will be approved by our Board of Directors and will be in accordance with the industry standards.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or under the supervision of management. See “Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act” for information about our current management. We intend to concentrate on identifying prospective business opportunities that may be brought to our attention through present associations with management. In analyzing prospective business opportunities, management will consider, among other factors, such matters as;
1.
the available technical, financial and managerial resources
2.
working capital and other financial requirements
3.
history of operations, if any
4.
prospects for the future
5.
present and expected competition
6.
the quality and experience of management services which may be available and the depth of that management
7.
the need for further research, development or exploration relating to the target’s products or services
8.
specific risk factors not now affecting the business but which may be anticipated to impact our proposed activities in the future
9.
the potential for growth or expansion
10.
the potential for profit
11.
the perceived public recognition or acceptance of products, services or trades
12.
name identification
Management will meet personally with management and key personnel of any business we will acquire as part of their investigation. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.
Opportunities in which we participate will present certain risks, many of which cannot be identified adequately prior to selecting a specific opportunity. Our stockholders must, therefore, depend on management to identify and evaluate such risks. Some businesses may be in the development stage (in that they have not generated significant revenues from their principal business activities prior to our participation). Even after our participation, there is a risk that the combined enterprise may not become a going concern or advance beyond the development stage. Other opportunities may involve new and untested products, processes, or market strategies that may not succeed. We (and therefore our stockholders) will assume such risks.
The investigation of specific target businesses and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention as well as substantial costs for accountants, attorneys, and others. If a decision is made not to participate in a specific transaction, the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific transaction, the failure to consummate that transaction may result in the loss by us of the related costs incurred.
There is the additional risk that we will not find a suitable target. We do not believe we will generate revenue without finding and completing a transaction with a suitable target company. If no such target is found, no return on an investment in us will be realized, and there will not, most likely, be a active market for our stock.
Competition
We are an insignificant participant among firms that engage in business combinations with, or financing of, development stage enterprises. There are many established management and financial consulting companies and venture capital firms that have significantly greater financial and personal resources, technical expertise and experience than ours. In view of our limited financial resources and management availability, we will continue to be at a significant competitive disadvantage relative to our competitors.
Regulation and Taxation
Although we will be subject to regulation under the Securities Act of 1933 and the Securities Exchange Act of 1934, management believes we will not be subject to regulation under the Investment Company Act of 1940 insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.
We intend to structure a merger or acquisition in such manner as to minimize Federal and state tax consequences to us and to any target company.
Employees
We have one executive officer. This individual is not obligated to devote any specific number of hours to our matters and intends to devote only as much time as he deems necessary to our affairs. The amount of time he will devote in any time period will vary based on the demands of our business. We do not intend to have any full time employees prior to the consummation of a business combination.
Item 1A.
Item 1A. Risk Factors.
RISKS RELATING TO OUR BUSINESS
WE HAVE NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS.
We have no operating history, have received no revenues and have never earned a profit from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination. This may result in our incurring a net operating loss that will increase continuously until we complete a business combination with a profitable business opportunity. There is no assurance that we will identify a target business or complete a business combination. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding our ability to continue as a going concern.
WE NEED ADDITIONAL CAPITAL TO CONTINUE OPERATIONS
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. None of our officers, directors or stockholders is under any obligation to provide us with any such 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.
OUR PROPOSED OPERATIONS ARE SPECULATIVE.
The success of our proposed plan of operation will depend to a great extent on the operations, financial condition, and management of the identified target business. While we intend to seek business combinations with entities having established operating histories, we may not successfully locate candidates meeting such criteria. In the event we complete a business combination, the success of our operations may depend upon management of the successor firm or venture partner firm together with numerous other factors beyond our control.
ATTRACTIVE BUSINESS OPPORTUNITIES AND COMBINATIONS ARE SCARCE, AND COMPETITION FOR THEM IS FIERCE.
We are, and will continue to be, an insignificant participant in the business of seeking merger candidates. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may also be desirable target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise, and managerial capabilities than our company. We are, consequently, at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.
WE HAVE NOT ENTERED INTO ANY AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION, AND WE HAVE NO STANDARDS FOR ANY BUSINESS COMBINATION.
We have no arrangement, agreement, or understanding with respect to engaging in a business combination with any private entity. There can be no assurance we will successfully identify and evaluate a suitable target business or conclude a business combination. We have not identified any particular industry or specific business within an industry for evaluations. There is no assurance we will be able to negotiate a business combination on terms favorable to us or at all. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria that we will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business. Accordingly, we may enter into a business combination with a target business having little or no significant operating history, losses, limited or no potential for earnings, limited or no assets, negative net worth, or other negative characteristics.
WE DEPEND HEAVILY ON OUR SOLE OFFICER, AND HE MAY DEVOTE ONLY A LIMITED AMOUNT OF TIME TO OUR BUSINESS.
While seeking a business combination, Jonathan J. Ledecky, our sole officer, anticipates devoting only a minimal amount of time to our business. Mr. Ledecky has not entered into a written employment or non-compete agreement with us and is not expected to do so in the foreseeable future. We have not obtained key man life insurance on him. Notwithstanding the limited time commitment of Mr. Ledecky, the loss of his services could adversely affect development of our business. See “Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act” for more information about Mr. Ledecky’s business activities.
OUR MANAGEMENT MAY HAVE FUTURE CONFLICTS OF INTEREST WITH US.
Jonathan J. Ledecky, our sole officer, may in the future participate in business ventures that could compete directly with us. Additional conflicts of interest and non-arms length transactions may also arise in the future in the event Mr. Ledecky is involved in the management of any firm with which we transact business. Our Code of Ethics prohibits us from consummating a business combination with an entity that is affiliated with any of our officers, directors or founders, but it does not prohibit us from entering into other related-party transactions. However, our board of directors is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE AN ACQUISITION.
Companies subject to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act") must provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target businesses to prepare such statements may significantly delay or even preclude us from completing an otherwise desirable acquisition. Target businesses that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
WE HAVE CONDUCTED NO RESEARCH AS TO MARKET FOR A TRANSACTION SUCH AS THAT WHICH WE PROPOSE, AND WE HAVE MARKETING ORGANIZATION TO ASSIST US IN PURSUING SUCH A TRANSACTION.
We have not conducted or received results of market research indicating that market demand exists for the transactions contemplated by us. Moreover, we do not have, and do not plan to establish, a marketing organization. Even if there is demand for a business combination as contemplated by us, there is no assurance we will successfully complete such transaction.
WE EXPECT TO LACK DIVERSIFICATION EVEN IF WE COMPLETE A BUSINESS COMBINATION
In all likelihood, our proposed operations, even if successful, will result in a business combination with only one entity. Consequently, the resulting activities will be limited to that entity's business. Our inability to diversify our activities into a number of areas may subject us to economic fluctuations within a particular business or industry, thereby increasing the risks associated with our operations.
WE COULD BECOME SUBJECT TO IMPOSING REGULATIONS.
Although we will be subject to regulation under the Exchange Act, we do not believe we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. However, in the event we engage in business combinations that results in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs.
A BUSINESS COMBINATION WOULD PROBABLY RESULT IN A CHANGE IN CONTROL AND MANAGEMENT.
A business combination involving the issuance of our common stock will, in all likelihood, result in stockholders of a private company obtaining a controlling interest in us. Any such business combination may require our management members to sell or transfer all or a portion of our common stock beneficially that they own, or resign from their positions with us. The resulting change in control of us could result in removal of present management or a reduction in our participation in our future affairs.
A BUSINESS COMBINATION WOULD PROBABLY RESULT IN A REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOR EXISTING STOCKHOLDERS.
Our primary plan of operation is based upon a business combination with a target business that, in all likelihood, would result in our issuing securities to stockholders of such target business. Issuing previously authorized and unissued common stock of we will reduce the percentage of shares owned by present and prospective stockholders, and could effect a change in our control and/or management.
A BUSINESS COMBINATION COULD RESULT IN ADVERSE TAX CONSEQUENCES.
Federal and state tax consequences will, in all likelihood, be major considerations in any business combination we may undertake. Typically, these transactions may be structured to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target business. We cannot assure you, however, that a business combination will meet the statutory requirements for a tax-free reorganization, or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction.
REQUIREMENTS OF AUDITED FINANCIAL STATEMENTS MAY LIMIT BUSINESS COMBINATION CANDIDATES
Any potential target business will need to provide audited financial statements. This requirement may limit the number of potential target businesses with which we may consummate a business combination.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2.
Item 2. Properties.
We maintain our principal executive offices at 970 West Broadway, PMB 402, Jackson, WY 83001 on a rent-free basis provided by our Chief Executive Officer. We consider our current office space, combined with other office space otherwise available to our executive officers, adequate for our current operations.
Item 3.
Item 3. Legal Proceedings.
We are not presently a party to any pending legal proceeding.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2010.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is quoted on the OTC Bulletin Board under the symbols ASCQ. From our inception until May 2010, we also had units and warrants quoted on the OTC Bulletin Board under the symbols ASCQU and ASCQW, respectively. The following table sets forth the high and low closing bid quotations for the calendar quarters indicated for the past two years for our common stock and the high and low closing prices in 2009 for our units and warrants. The over-the-counter market quotations reported below reflect inter-dealer prices, without markup, markdown or commissions and may not represent actual transactions. All per-share price figures for our Common Stock take into account a recent one-for-ten reverse stock split.
We have not paid any cash dividends on the common stock, and we do not intend to pay any dividends prior to the consummation of a business combination.
As of March 31, 2011, we had one holder of record of our units, five holders of record of our common stock and three holders of record of our warrants.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.
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 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 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 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 our proposed business combination with ePAK. Further information on our transaction with ePAK and various recent events that have taken place are set forth in “Item 1. Business” of this Annual Report.
Current Activities
Our current primary activity involves seeking an operating business that we can acquire or merge with. We have not selected any target business, and do not currently intend to limit potential candidates to any particular field or industry although we may choose to do so at a later time.
Results of Operations
Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009
General and administrative expenses for the year ended December 31, 2010 were $62,295 compared to $63,567 for the year ended December 31, 2009, a decrease of $1,272. Legal and professional fees were $38,504 in 2010 compared to $33,812 in 2009, an increase of $4,692 Insurance expense for the year ended December 31, 2010 amounted to $13,942 compared to $21,874 for the period ended December 31, 2009, a decrease of $7,932. Other operating expenses, which include SEC expense, supplies and trustee expenses, increased $1,968 in 2010 compared to 2009.
In 2008, we entered into loans with our then-chief executive officer, Don K. Rice, and recorded $14,832 and $10,846 of interest expense relating to these loans for the years ended December 31, 2010 and 2009, respectively.
Net loss for the year ended December 31, 2010 was $77,127, compared to a net loss of $74,413 for the year ended December, 2009, as a result of the items mentioned above.
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 it 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. We cannot assure anyone that additional financing will be available to it when needed or, if available, that it can be obtained on commercially reasonably terms. If we do not obtain additional financing if needed, we may not be able to consummate a merger and acquisition transaction.
The accompanying financial statements have been prepared on a going concern basis, which implies we will continue to meet our obligations and continue our operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and the accompanying 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 December 31, 2010, we had a working capital deficiency, had not generated revenues and had an accumulated deficit of $497,938. Our continuation as a going concern is dependent upon the continued financial support from our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding our ability to continue as a going concern.
Off-balance Sheet Arrangements
Options issued in conjunction with our initial public offering are equity-linked financial instruments and, accordingly, represent off-balance sheet arrangements. The options are not accounted for as derivatives, but instead are accounted for as equity. See the notes to the accompanying financial statements for more information.
Item 7A
Item 7A Quantitative and Qualitative Disclosures About Market Risks
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Ascend Acquisition Corp.
(A Development Stage Company)
Jackson, Wyoming
We have audited the accompanying balance sheets of Ascend Acquisition Corp. (A Development Stage Company) (the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and for the period from inception (December 5, 2005) to December 31, 2010. 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 audits. The financial statements for the period from December 5, 2005 (inception) to December 31, 2007 were audited by other auditors and our opinion, insofar as it relates to cumulative amounts included for such prior periods, is based solely on the reports of such other auditors.
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 audits to obtain reasonable assurance 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 audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Ascend Acquisition Corp. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and for the period from inception (December 5, 2005) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Ascend Acquisition Corp. will continue as a going concern. As discussed in Note 1 to the financial statements, Ascend Acquisition Corp. has a working capital deficiency, has not generated revenues and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
/s/ GBH CPAs, PC
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
March 31, 2011
ASCEND ACQUISITION CORP.
(a corporation in the development stage)
BALANCE SHEETS
The accompanying notes should be read in conjunction with the financial statements.
ASCEND ACQUISITION CORP.
(a corporation in the development stage)
STATEMENTS OF OPERATIONS
The accompanying notes should be read in conjunction with the financial statements.
ASCEND ACQUISITION CORP.
(a corporation in the development stage)
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
The accompanying notes should be read in conjunction with the financial statements.
ASCEND ACQUISITION CORP.
(a corporation in the development stage)
STATEMENTS OF CASH FLOWS
The accompanying notes should be read in conjunction with the financial statements.
ASCEND ACQUISITION CORP.
(a corporation in the development stage)
NOTES TO FINANCIAL STATEMENTS
1. Organization and Business Operations
Ascend Acquisition Corporation (“the Company”) was incorporated in Delaware on December 5, 2005 as a blank check company whose objective was to acquire an operating business.
The registration statement for the Company’s initial public offering (“the Offering”) was declared effective May 11, 2006. The Company consummated the Offering, including the over-allotment option, on May 17, 2006 and May 22, 2006, respectively, and received total net proceeds of approximately $37,203,000. Substantially all of the net proceeds of the Offering were intended to be applied toward consummating a business combination with an operating business (“Business Combination”). The Company was required to complete a Business Combination by May 17, 2008. On April 28, 2008, the Company announced that it was abandoning its proposed Business Combination with e.PAK Resources (S) Pte. Ltd. (“ePAK”). Accordingly, the Company faced mandatory liquidation.
On September 4, 2008, the Company’s shareholders voted to continue the Company’s existence as a public company without any of the blank check company restrictions previously applicable to it. In addition, the shareholders agreed to a 1 for 10 share reverse split of the common stock of the Company, and to increase the authorized shares from 30,000,000 to 300,000,000. The assets of the trust were distributed to the public shareholders on September 18, 2008. The current primary activity of the Company involves seeking an operating business to acquire or merge with. The Company has not selected any target business and does not currently intend to limit potential candidates to any particular field or industry although it may choose to do so at a later time.
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 December 31, 2010, the Company has a working capital deficiency, has not generated revenues and has an accumulated deficit of $497,938 since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual amounts could differ from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist of cash equivalents and short-term investments. The Company’s policy is to place investments with financial institutions evaluated as being creditworthy, or in short-term money market funds which are exposed to minimal interest rate and credit risk and in a highly rated United States Treasury Bills. At times, the Company has bank balances in excess of federally insured limits.
Cash and Cash Equivalents
The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents..
Fair Value of Financial Instruments
The Company’s financial instruments are cash and cash equivalents, accounts payable, and convertible notes payable. The recorded values of cash and cash equivalents and accounts payable approximate their fair values based on their short-term nature. The recorded values of the convertible notes payable approximates their fair value, as interest approximates market rates.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Since the Company is a development stage company that was formed on December 5, 2005, there have been no audits of filed tax returns as of this time, however, the Company believes its accruals are sufficient and it does not expect the total amounts of any uncertain tax position to significantly increase or decrease within the next year.
Earnings per Common Share
Basic earnings per share (“EPS”) are computed by dividing net income applicable to common stock by the weighted average common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially dilutive securities such as stock warrants.
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.
Stock-based compensation
The Company accounts for transactions in which we issue equity instruments to acquire goods or services from non-employees based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
Debt
The Company accounts for debt at the face amount of the debt offset by applicable discounts and recognizes interest expense for accrued interest payable under the terms of the debt. Principal and interest payments due within one year are classified as current, whereas principal and interest payments for periods beyond one year are classified as long term. Beneficial conversion features of debt are valued and the related amounts recorded as discounts on the debt. Discounts are amortized to interest expense using the effective interest method over the term of the debt. Any unamortized discount upon settlement or conversion of debt is recognized immediately as interest expense.
Recently Issued Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on their results of operations, financial position or cash flow.
3. 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:
Diluted earnings (loss) per share includes the effect of the convertible notes payable to a related party (Note 5) that may be converted to 6,975,000 common shares. Interest expense related to the notes for the years ended December 31, 2010 and 2009 of $14,832 and $10,846, respectively, is added back to net income for purposes of the calculation of diluted earnings per share, except for periods where losses are reported. 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.
No computation for diluted earnings per share was prepared for the Option Units warrants to purchase 60,000 shares of common stock were outstanding because the exercise prices of the warrants were in excess of the related market value.
4. Stockholders’ Deficit
The Offering
On May 17, 2006, the Company sold 6,000,000 units (“Units”) in the Offering and on May 22, 2006, the Company sold an additional 900,000 Units related to the underwriter’s over-allotment option. Each Unit consisted of one-tenth share (as adjusted) of the Company’s common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants (“Warrants”). As adjusted, ten Warrants entitled the holder to purchase from the Company one share of common stock at an exercise price of $50.00. The Warrants expired on May 10, 2010.
The Company agreed to pay the underwriter in the Offering (“Underwriter”), an underwriting discount of 8% of the gross proceeds of the Offering and a non-accountable expense allowance of 1% of the gross proceeds of the Offering. However, the Underwriter agreed that 2.3% of the underwriting discount ($952,200) would not be payable unless and until the Company completed a business combination and waived its right to receive such payment if the Company was unable to complete a business combination. Since the acquisition of ePAK was abandoned in April 2008, the $952,200 deferred payment due to the underwriter was no longer payable and was reclassified to additional paid in capital during the year ended December 31, 2008.
In connection with the Offering, the Company also issued an option (“Option”), for $100, to the Underwriter to purchase 300,000 Units at an exercise price of $7.50 per Unit, expiring May 10, 2011. The Units issuable upon exercise of the Option are identical to the Units sold in the Offering. The Company has accounted for the fair value of the Option, inclusive of the receipt of the $100 cash payment, as an expense of the Offering that resulted in a charge directly to stockholders’ equity. The Company estimated that, as of the date of issuance, the fair value of the Option was approximately $711,000 ($2.37 per Unit) using a Black-Scholes option-pricing model. The fair value of the Option granted to the Underwriter was estimated using the following assumptions: (1) expected volatility of 46.56%, (2) risk-free interest rate of 4.31% and (3) expected life of 5 years. The Option may be exercised for cash or on a "cashless" basis, at the holder's option, such that the holder may use the appreciated value of the Option (the difference between the exercise prices of the Option and the underlying Warrants and the market price of the Units and underlying securities) to exercise the option without the payment of any cash.
Common Stock
On September 19, 2008, the Company’s Certificate of Incorporation was further amended to increase the authorized shares of common stock from 30,000,000 to 300,000,000. In addition, the common shares were adjusted for a reverse split of 1 common share for each 10 common shares previously held. All references in the accompanying financial statements to the number of shares of stock have been retroactively restated to reflect these transactions.
As of December 31, 2010, the Company had reserved 7,035,000 shares, comprised of 6,975,000 shares from the convertible notes payable, and 60,000 shares from the Option Units warrants, of its authorized but unissued common stock for possible future issuance in connections with its Options described above, and its convertible note payable as described in Note 5.
A summary of stock warrant transactions follows:
Warrants outstanding and their relative exercise price at December 31, 2010 are as follows:
5. Convertible Notes 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 the Company’s common stock, the number of shares that would be issued and the effect that the sale of such shares would have on the market for the Company’s common stock, and the legal constraints on the sale of such shares. Assuming no adjustment to the conversion price, if Mr. Rice converts the entire principal balance of the First Note, he would receive 4,875,000 shares of the Company’s common stock.
The Company evaluated the terms of the 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 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 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. The Company evaluated the terms of the 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 Don K. Rice, with a principal amount of $30,000. The principal balance of the Third Note includes the additional advances made by Mr. Rice during the fourth quarter of 2009 through February 2010. The Third 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 Third Note, Mr. Rice has 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 market price of the Company’s common stock at or about the time of the issuance of the Third Note. Assuming no adjustment to the conversion price, if Mr. Rice converts the entire principal balance of the Third Note, he would receive 500,000 shares 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 Don K. Rice, with a principal amount of $30,000. The principal balance of the Fourth Note includes the additional advances made by Mr. Rice from May 2010 through July 2010. The Fourth 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 Fourth Note, Mr. Rice has 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. Assuming no adjustment to the conversion price, if Mr. Rice converts the entire principal balance of the Fourth Note, he would receive 600,000 shares of the Company’s common stock. 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.
There was no cash paid for interest expense in 2010 or 2009.
6. Income Taxes
The total provision for income taxes differs from that amount which would be computed by applying the U.S. Federal income tax rate to income before provision for income taxes as follow:
The tax effect of temporary differences that give rise to the net deferred tax asset is as follows:
No federal or state income taxes cash payments were made in 2010 or 2009.
At December 31, 2010, we had federal income tax net operating loss (NOL) carryforwards of approximately $959,000. The NOL carryforwards expire from 2026 through 2029. The value of these carryforwards depends on the Company’s ability to generate taxable income. The change in ownership in prior years and any future changes in ownership, as defined by federal income tax regulations, could significantly limit our ability to utilize our net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if we fail to generate taxable income prior to the expiration dates we may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. We have had cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at December 31, 2010 and 2009. The valuation allowance increased by $26,206 in 2010 as a result of the taxable loss for 2010.
7. Related Party Transactions
In March 2010, the Company executed a convertible promissory note (the “Third Note”) to Don K. Rice, with a principal amount of $30,000. In August 2010, the Company executed another convertible promissory note (the “Fourth Note”) to Don K. Rice, with a principal amount of $30,000.
As of December 31, 2010, Don K. Rice had outstanding advances to the Company totaling $15,000 for working capital. The advances are non-interest bearing, unsecured and due on demand.
8. Subsequent Events
On January 5, 2011, the Company executed a convertible promissory note (the “Note”) in favor of Don K Rice, a Company officer and director, representing the original principal amount of $15,000. The principal balance of the Note includes the additional advances made by Mr. Rice from August through November 2010. The Note is due and payable in full on demand, and bears interest at the rate of five percent (5.0%) per annum. At any time prior to the payment in full of the entire balance of the Notes, Mr. Rice has the option of converting all or any portion of the unpaid balance of the Note into shares of the Company’s common stock at a conversion price equal to $0.15 per share, subject to adjustment upon certain events. The conversion price was equal to the recent market of the Company’s common stock. Assuming no adjustment to the conversion price, if Mr. Rice converts the entire principal balance of the Note, he would receive 100,000 shares of the Company’s common stock. The Company evaluated the terms of the Note and concluded that the Note did not result in a derivative and that there was not a beneficial conversion feature.
On January 12, 2011, Don K. Rice converted the entire principal balances of five convertible promissory notes issued to him by the Company into an aggregate of 7,075,000 shares of common stock of the Company. The five convertible promissory notes had an aggregate outstanding principal balance of $320,000, for an average per-share conversion price of $0.045.
On January 21, 2011, the Company entered into and consummated a stock purchase agreement with Mr. Rice and Ironbound Partners Fund, LLC, a Delaware limited liability company. Pursuant to the purchase agreement, Mr. Rice sold to Purchaser 7,293,550 shares of common stock held by Mr. Rice, representing approximately 92% of the Company’s outstanding common stock, for an aggregate purchase price of $310,000.
On March 30, 2011, the Company issued a convertible promissory note to Jonathan J. Ledecky, with a principal amount of $25,000. The 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 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 our common stock at the time of the issuance of the note. Assuming no adjustment to the conversion price, if Mr. Ledecky converts the entire principal balance of the note, he would receive 131,579 shares of our common stock. The Company evaluated the terms of the note and concluded that the note did not result in a derivative and that there was not a beneficial conversion feature.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
McGladrey & Pullen, LLP (“M&P”) served as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2007 and the first half of 2008. M&P provided services in the year 2007 through its affiliate, Goldstein Golub Kessler LLP (“GGK”). In November 2008 we dismissed M&P as our independent registered public accounting firm, and we engaged Malone & Bailey, PC (“M&B”). Then in January 2009, because our audit partner at M&B resigned from M&B and accepted a position at GBH CPAs, PC ("GBH"), we engaged GBH as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2008. Pursuant to Item 304(b) of Regulation S-K, there has been no disagreement or any reportable event that would require additional disclosure in this Form 10-K.
Item 9A.
Item 9A. 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 December 31, 2010. 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 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 below.
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-K. 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, that as of December 31, 2010, our disclosure controls and procedures were not effective due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting below.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, 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. Internal control over financial reporting includes those policies and procedures that:
·
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;
·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and
·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.
Because of their inherent limitations, any system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including the chief executive officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2010, based on the framework defined in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management's assessment of the control environment included all significant locations and subsidiaries.
Material Weaknesses
Based on our evaluation under COSO, management concluded that our internal control over financial reporting was not effective as of December 31, 2010, due to control deficiencies in three areas that we believe should be considered material weaknesses. A material weakness is defined within the Public Company Accounting Oversight Board's Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.
1)
We did not sufficiently segregate duties over incompatible functions at our corporate headquarters.
Our inability to sufficiently segregate duties is due to a small number of personnel at the corporate headquarters, which management expects to remedy when the acquisition of an operating company is completed.
2)
In conjunction with the lack of segregation of duties, we did not institute specific anti-fraud controls.
While management found no evidence of fraudulent activity, certain individuals have access to both accounting records and corporate assets, principally the operating bank account. Management believes this exposure to fraudulent activity is not material either to the operations of the company or to the financial reporting; however, management has instituted Key Controls specifically designed to prevent and detect-on a timely basis-any potential loss due to fraudulent activity.
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 error 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 our 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.
This Annual Report on Form 10-K does not include an attestation report of the Company's independent registered public accounting firm regarding Internal Control over Financial Reporting. The Company's Internal Control over Financial Reporting was not subject to attestation by the Company's independent registered public accounting firm pursuant to the provisions of the Dodd-Frank Act that permit the Company to provide only management's report on Internal Control over Financial Reporting in this annual report.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect its internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
Not applicable.
PART III
Item 10.
Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance
Directors and Executive Officers
Our current directors and executive officers are as follows:
Name
Age
Position
Jonathan J. Ledecky
Chief Executive Officer and Director
Don K. Rice
Director
Jonathan J. Ledecky has served as our chief executive officer and a director since January 2011. Mr. Ledecky has served as the chairman of Ironbound Partners Fund LLC, a private investment management fund, since March 1999. Since June 1999, Mr. Ledecky has also served as chairman of the Ledecky Foundation, a philanthropic organization which contributes funds to programs for the education of disadvantaged inner city youth in Washington, D.C., New York and Boston. From June 2007 to October 2009, Mr. Ledecky served as president, secretary and a member of the board of directors of Triplecrown Acquisition Corp., a blank check company that completed a business combination with Cullen Agricultural Technologies, Inc. From July 2005 to December 2007, Mr. Ledecky served as president, secretary and a director of Endeavor Acquisition Corp., a blank check company that completed a business combination with American Apparel. From January 2007 to April 2009, Mr. Ledecky served as president, secretary and a director of Victory Acquisition Corp., a blank check company that did not complete a business combination and returned all of its capital, representing approximately $330 million, to its public shareholders. In October 1994, Mr. Ledecky founded U.S. Office Products and served as its chief executive officer until November 1997 and chairman until June 1998. During his tenure, U.S. Office Products completed over 260 acquisitions, and grew to a Fortune 500 company with over $2.6 billion in revenues. In June 1998, U.S. Office Products completed a comprehensive restructuring plan whereby four separate entities were spun off to stockholders and U.S. Office Products underwent a leveraged recapitalization. In connection with these transactions, Mr. Ledecky resigned from his position as chairman of U.S. Office Products and became a director of each of the four spin-off entities. In February 1997, Mr. Ledecky founded Building One Services Corporation (originally Consolidation Capital Corporation), an entity formed to identify attractive consolidation opportunities which ultimately focused on the facilities management industry. In November 1997, Building One raised $552 million in an initial public offering. Mr. Ledecky served as Building One’s chief executive officer from November 1997 through February 1999 and as its chairman from inception through its February 2000 merger with Group Maintenance America Corporation. During his tenure with Building One, it completed 46 acquisitions and grew to over $1.5 billion in revenues. From July 1999 to July 2001, Mr. Ledecky was vice chairman of Lincoln Holdings, owners of the Washington sports franchises in the NBA, NHL and WNBA. Since June 1998, Mr. Ledecky has served as a director of School Specialty, a Nasdaq Global Market listed education company that provides products, programs and services that enhance student achievement and development. School Specialty spun out of U.S. Office Products in June 1998. Since 1994, Mr. Ledecky has been involved with numerous other companies in director positions. Mr. Ledecky was a trustee of George Washington University, served as a director of the U.S. Chamber of Commerce and served as commissioner on the National Commission on Entrepreneurship. In addition, in 2004, Mr. Ledecky was elected the Chief Marshal of the 2004 Harvard University Commencement, a singular honor bestowed by his alumni peers for a 25th reunion graduate deemed to have made exceptional contributions to Harvard and the greater society while achieving outstanding professional success. Mr. Ledecky received a B.A. (cum laude) from Harvard University in 1979 and a M.B.A. from the Harvard Business School in 1983.
Don K. Rice served as our chairman of the board, chief executive officer, president and treasurer from our inception until January 2011 and has served as a director since our inception. Mr. Rice is a managing partner of Capital Point Partners, a mezzanine finance company. Mr. Rice was a co-founder and has been a managing partner of RSTW Partners since 1989. RSTW Partners is a privately held firm that, through limited partnerships, invests primarily in the subordinated debt of middle market companies located throughout the United States. Prior to forming RSTW Partners, from 1986 to December 1988, Mr. Rice was affiliated with First Texas Merchant Banking Group, a firm that specialized in providing subordinated debt financing, and was its vice president from 1986 to 1988 and president and chief executive officer from May 1988 to December 1988. He was also vice president of PruCapital, Inc., an investment subsidiary of The Prudential Insurance Company of America, from March 1984 to April 1986. Mr. Rice has served as a member of the board of directors of NationsHealth, Inc. since its inception in August 2003. Mr. Rice currently serves as a member of the board of directors of Mrs. Fields Famous Brands, a producer of consumer snack food. Mr. Rice has served or is currently serving on a number of RSTW Partners portfolio companies’ boards of directors. Mr. Rice has served on the board of the Association for Corporate Growth (Houston Chapter) and the Houston Venture Capital Board. Mr. Rice received a B.B.A. and M.B.A. from the University of Texas.
Our board of directors is divided into two classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the second class of directors, consisting of Jonathan J. Ledecky, will expire at the second annual meeting. The term of the third class of directors, consisting of Don K. Rice, will expire at the third annual meeting.
Code of Ethics
In May 2006, our board of directors adopted a code of ethics that applies to our directors, officers and employees. Requests for copies of our code of ethics should be sent in writing to Ascend Acquisition Corp., 970 West Broadway, PMB 402, Jackson, Wyoming, 83001.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who are the beneficial owners of more than ten percent of our common stock (collectively, the "Reporting Persons") to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of these reports.
Based solely on copies of such forms received or written representations from certain Reporting Persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2010, all filing requirements applicable to the Reporting Persons were complied with except that one Form 4 filed by Don K. Rice included two late transactions.
Corporate Governance
We currently do not have audit, nominating or compensation committees as we are not a listed issuer and are not required to have such committees.
Item 11.
Item 11. Executive Compensation.
Since our formation, no executive officer has received any cash compensation for services rendered to us, and we have not granted any stock options or stock appreciation rights or any awards under long-term incentive plans.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
As of March 31, 2011, 7,931,675 shares of our common stock were issued and outstanding. The table set forth below contains information regarding the beneficial ownership of our common stock as of March 31, 2011, by:
·
each person known by us to be the owner of more than 5% of our outstanding shares of common stock;
·
each of our executive officers and directors; and
·
all our executive officers and directors as a group.
Beneficial ownership reflected in the table has been determined in accordance with applicable SEC rules, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities or has the right to acquire ownership within 60 days. Because such person is deemed to own all shares that such person has the right to acquire beneficial ownership within 60 days and all such shares are deemed to be outstanding for purposes of computing such person’s percentage beneficial ownership, the percentages reflected in the table sum to more than 100%. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
(1)
Unless otherwise indicated, the business address of each of the individuals is 970 West Broadway, PMB 402, Jackson, Wyoming 83001
(2)
Represents (i) 7,293,550 shares held by Ironbound Partners Fund, LLC, which Mr. Ledecky controls, and (ii) 131,579 shares issuable upon conversion of a promissory note held by Mr. Ledecky.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On November 18, 2008, we issued a convertible promissory note (the “First Note”) to Don K. Rice, our then sole officer and one of our directors, 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 has the option of converting all or any portion of the unpaid balance of the First Note into shares of our 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.
In addition, in August 2009, we 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 included the 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 our 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 at the time of the issuance of the Note.
In March 2010, we issued a convertible promissory note (the “Third Note”) to Don K. Rice, with a principal amount of $30,000. The principal balance of the Third Note included the 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 our 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 market price of the Company’s common stock at or about the time of the issuance of the Third Note.
In August 2010, we issued a convertible promissory note (the “Fourth Note”) to Don K. Rice, with a principal amount of $30,000. The principal balance of the Fourth Note included the 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 our 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.
On January 5, 2011, we executed a convertible promissory note (the “Fifth Note” and together with the First Note, Second Note, Third Note and Fourth Note, the “Notes”) in favor of Don K Rice, a Company officer and director, representing the original principal amount of $15,000. The principal balance of the Fifth Note included the additional advances made by Mr. Rice from August through November 2010. The Fifth Note was due and payable in full on demand, and bore interest at the rate of five percent (5.0%) per annum. At any time prior to the payment in full of the entire balance of the 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 equal to the recent market of our common stock.
On January 12, 2011, Don K. Rice converted the entire principal balances of the Notes into an aggregate of 7,075,000 shares of our common stock. The Notes had an aggregate outstanding principal balance of $320,000, for an average per-share conversion price of $0.045.
On March 30, 2011, we issued a convertible promissory note to Jonathan J. Ledecky, with a principal amount of $25,000. The 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 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 our common stock at the time of the issuance of the note.
Other than some minimal monthly administrative fees and reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our existing stockholders, officers or directors who owned our common stock prior to this offering, or to any of their respective affiliates, prior to or with respect to the business combination.
All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions or loans, including any forgiveness of loans, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested "independent" directors (or, if there are no "independent" directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
Related party policy
Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interest, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. While we have agreed not to consummate a business combination with an entity that is affiliated with any of our officers, directors or founders, we are not prohibited from entering into other related-party transactions.
Our board of directors is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The board of directors will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the other members of the board of directors with all material information concerning the transaction. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
Independence of Directors
Nasdaq rules require that a board of directors be comprised of a majority of independent directors. We adhere to the rules of Nasdaq in determining whether a director is independent. Our board of directors also will consult with counsel to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. Nasdaq listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment. We have determined that currently we do not have a director who would be considered “independent” in accordance with Nasdaq rules
Item 14.
Item 14. Principal Accountant Fees and Services.
In January 2009, we engaged GBH as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2008. GBH also audited our financial statements for the fiscal years ended December 31, 2010 and December 31, 2009.
Audit Fees
We paid GBH approximately $14,500 and $13,000 in fees for audit and review services during the years ended December 31, 2010 and 2009, respectively.
Tax Fees
We did not pay our principal accountants any fees during the years ended December 31, 2010 and December 31, 2009 for professional services rendered for tax compliance, tax advice and tax planning.
All Other Fees
Not Applicable.
Audit Committee Approval
We currently do not have an audit committee. However, our board of directors has approved the services described above.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) The following Exhibits are filed as part of this report.
(1) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 and filed with the SEC on March 31, 2009.
(2) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 or amendments thereto (SEC File No. 333-131529).
(3) Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 31, 2006 and filed with the SEC on January 3, 2007.
(4) Incorporated by reference to the Registrant’s Current Report on Form 8-K (as amended) dated March 30, 2011 and filed with the SEC on March 31, 2011.
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.
In accordance with the Exchange Act, this report had been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
/s/ Jonathan J. Ledecky
Jonathan J. Ledecky
Chief Executive Officer, (Principal executive and
financial and accounting officer) and Director
Date: March 31, 2011
/s/ Don. K. Rice
Don K. Rice
Director
Date: March 31, 2011