U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 6, 2009 (February 3, 2009)
Ace Marketing & Promotions, Inc.
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(Exact name of registrant as specified in its charter)
NEW YORK 000-51160 11-3427886
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
457 Rockaway Avenue, Valley Stream, NY 11582
(Address of principal executive offices (Zip Code)
Registrant's telephone number: (516) 256-7766
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
On February 3, 2009, Ace Marketing & Promotions, Inc. sold 500,000
shares of its Common Stock at $.50 per share, payable one-half in cash and the
other half with a Promissory Note due March 2, 2009 to a non-affiliated party.
This week, Ace received full payment on the Promissory Note. Exemption is
claimed under Section 4(2) of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ACE MARKETING & PROMOTIONS, INC.
Dated: March 6, 2009 By: /s/ Michael D. Trepeta
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Michael D. Trepeta, President