Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 17, 2008 Ascendia Brands, Inc. (the “Registrant”) notified the American Stock Exchange (the “Exchange”) that the Registrant would not contest a delisting proceeding initiated by the Exchange based on the fact that the Registrant’s stockholders’ equity was below the level prescribed by the Exchange’s continued listing standards, because the Registrant did not anticipate being able to regain compliance with the applicable listing standard within the time frame required by the Exchange. The Registrant filed Form 25 with the Commission on January 28, 2008. As of February 6, 2008 the Registrant’s common stock ceased to be traded on the American Stock Exchange and, effective as of such date, is quoted on the Pink Sheets Electronic OTC Market under the symbol “ASCB”.

Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a)  Not applicable

(b)  Effective February 4, 2008 the Registrant’s Interim Chief Financial Officer, Jack P. Wissman, resigned. Mr. Wissman had served as the Registrant’s Chief Financial Officer in an interim capacity since October 15, 2007 pursuant to a Financial Advisory Agreement, as amended, dated as of October 15, 2007 between the Registrant and Carl Marks Advisory Group LLC. Such agreement expires according to its terms on February 13, 2008.

(c)  Effective February 4, 2008, the Registrant appointed Keith S. Daniels as Executive Vice President and Chief Financial Officer. Mr. Daniels, aged 38, has served as Senior Vice President, Finance, of the Registrant since March, 2007. In that capacity, he managed the Registrant’s corporate finance department, including accounting, operational and marketing support, costing, accounts receivable, accounts payable and Treasury functions. From 2002-2007 Mr. Daniels was Vice President, Finance, of Newell Rubbermaid Inc. (NYSE:NWL). Mr. Daniels is a Certified Public Accountant. He holds a Bachelor of Arts degree in Economics from Princeton University and an MBA from Duke University’s Fuqua School of Business. Mr. Daniels will receive an annual salary of $275,000 plus benefits in accordance with the Registrant’s generally applicable benefits plans.

(d)  Effective January 6, 2008, Robert L. Caulk, Mitchell P. Goldstein and Marilyn Feuer were appointed as members of the Registrant’s Board of Directors. Such appointments were made by written resolution, executed by the holders of 100 percent of the outstanding shares of the Registrant’s Series C Convertible Preferred Stock (the “Series C Stock”), in accordance with Section (7) of the Certificate of Designations, Preferences and Rights of the Series C Stock, a copy of which was attached as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 22, 2008.

Mr. Caulk, aged 56, was the Chairman and Chief Executive Officer of United Industries Corporation, a manufacturer and marketer of consumer products, from 2001 through 2005 and was its President and Chief Executive Officer from 1999 to 2001. He served as the President and Chief Executive Officer of Spectrum Brands, Inc. North America (NYSE:SPC), following its acquisition of United Industries in 2005, until February 2006. From 1995 to 1999 Mr. Caulk held the positions of President and Executive Vice President of Clopay Building Products Company (NYSE:GFF). Mr. Caulk also serves as a director of several corporate and non-profit boards, including Polaris Industries, Inc. (NYSE:PII), where he chairs the Compensation Committee, Sligh Furniture Company and the St. Louis Academy of Science. He holds a B.A., with High Honors, from the University of Delaware, and an MBA from Harvard Business School. Mr. Caulk will be nominated to chair the Registrant’s Compensation Committee.

Mr. Mitchell P. Goldstein, aged 47, is currently the Executive Vice President and Chief Financial Officer of Nice-Pak Holdings, Inc., a privately-held manufacturer of wet wipes, with facilities in North America and Europe; he also heads the company’s North America Operating Committee. Prior to joining Nice-Pak in 2007, Mr. Goldstein served as a consultant to Prentice Capital Management, LLP, an affiliate of which, Prencen LLC, holds 100 percent of the outstanding shares of the Registrant’s Series C Stock. From 2002-2005 Mr. Goldstein was the Executive Vice President and Chief Financial Officer of The Great Atlantic and Pacific Tea Company (NYSE:GAP) and from 2000-2002 served as that company’s Senior Vice President, Finance. In 1995, he was appointed as Director, Strategic Planning,

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