X0202 3 2007-02-27 0 0000843494 ASCENDIA BRANDS, INC. ASB 0001370846 GROSS MICHAEL JONATHAN 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 1 0 0 0 No securities are beneficially owned. 0 D Michael J. Gross ("Mr. Gross") is an employee of Prentice Capital Management, LP ("Prentice Capital"), the investment manager of certain investment entities that beneficially own the Issuer's securities. Prentice Capital may be deemed a director because of Mr. Gross' appointment to the board of directors. /s/ Michael J. Gross 2007-03-07